OLD REPUBLIC INTERNATIONAL CORP (ORI)
SIC breadcrumb: Finance, Insurance, And Real Estate > Insurance Carriers > SIC 6351 Surety Insurance
SEC company page: https://www.sec.gov/edgar/browse/?CIK=74260. Latest filing source: 0000074260-26-000008.
Informational only - descriptive public-record data, not investment advice.
Business
Read ORI's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read ORI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 9,136,300,000 | USD | 2025 | 2026-02-26 |
| Net income | 935,400,000 | USD | 2025 | 2026-02-26 |
| Assets | 29,862,700,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000074260.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2008 | 2009 | 2010 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 5,900,500,000 | 6,263,100,000 | 6,258,800,000 | 7,460,500,000 | 7,166,000,000 | 9,341,600,000 | 8,083,700,000 | 7,258,300,000 | 8,231,500,000 | 9,136,300,000 | |||
| Net income | 466,900,000 | 560,500,000 | 370,500,000 | 1,056,400,000 | 558,600,000 | 1,534,300,000 | 686,400,000 | 598,600,000 | 852,700,000 | 935,400,000 | |||
| Diluted EPS | 1.62 | 1.92 | 1.24 | 3.51 | 1.87 | 5.05 | 2.26 | 2.10 | 3.24 | 3.72 | |||
| Operating cash flow | 637,300,000 | 452,800,000 | 760,500,000 | 936,200,000 | 1,185,000,000 | 1,311,700,000 | 1,170,600,000 | 880,400,000 | 1,233,400,000 | 1,164,300,000 | |||
| Dividends paid | 193,800,000 | 198,800,000 | 498,800,000 | 538,700,000 | 250,100,000 | 1,019,200,000 | 579,700,000 | 275,500,000 | 271,900,000 | 782,600,000 | |||
| Share buybacks | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 281,200,000 | 535,300,000 | 942,200,000 | 123,800,000 | ||||
| Assets | 18,591,600,000 | 19,403,500,000 | 19,327,100,000 | 21,076,300,000 | 22,815,200,000 | 24,981,800,000 | 25,159,400,000 | 26,501,400,000 | 27,843,100,000 | 29,862,700,000 | |||
| Liabilities | 14,130,900,000 | 14,670,200,000 | 14,180,800,000 | 15,076,100,000 | 16,628,500,000 | 18,088,600,000 | 18,986,200,000 | 20,090,700,000 | 22,224,100,000 | 23,934,200,000 | |||
| Stockholders' equity | 4,460,600,000 | 4,733,300,000 | 5,146,200,000 | 6,000,100,000 | 6,186,600,000 | 6,893,200,000 | 6,173,200,000 | 6,410,700,000 | 5,618,900,000 | 5,914,000,000 |
Ratios
| Metric | 2008 | 2009 | 2010 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 7.91% | 8.95% | 5.92% | 14.16% | 7.80% | 16.42% | 8.49% | 8.25% | 10.36% | 10.24% | |||
| Return on equity | 10.47% | 11.84% | 7.20% | 17.61% | 9.03% | 22.26% | 11.12% | 9.34% | 15.18% | 15.82% | |||
| Return on assets | 2.51% | 2.89% | 1.92% | 5.01% | 2.45% | 6.14% | 2.73% | 2.26% | 3.06% | 3.13% | |||
| Liabilities / equity | 3.17 | 3.10 | 2.76 | 2.51 | 2.69 | 2.62 | 3.08 | 3.13 | 3.96 | 4.05 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000074260-26-000008; filed 2026-02-26. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000074260.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.13 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -0.31 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.68 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 1,798,300,000 | 155,500,000 | 0.54 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 1,760,100,000 | 52,600,000 | 0.19 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 1,941,100,000 | 190,600,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 2,015,900,000 | 316,700,000 | 1.15 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 1,871,700,000 | 91,800,000 | 0.35 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 2,341,700,000 | 338,900,000 | 1.32 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 2,002,100,000 | 105,100,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 2,114,000,000 | 245,000,000 | 0.98 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 2,208,500,000 | 204,400,000 | 0.81 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 2,424,300,000 | 279,500,000 | 1.11 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 2,389,400,000 | 206,400,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 2,399,400,000 | 330,000,000 | 1.32 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000074260-26-000072; filed 2026-05-01. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000074260-26-000072; filed 2026-05-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000074260-26-000072; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000074260-26-000072.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Quarters Ended March 31, 2026 and 2025
($ in Millions, Except Per Share Data)
OVERVIEW
This management discussion and analysis of financial condition and results of operations pertains to the consolidated accounts of Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation (collectively, "Old Republic", "ORI", or "the Company"). The Company conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. A small life and accident insurance business, accounting for 0.1% of consolidated operating revenues for the quarter ended March 31, 2026 and 0.4% of consolidated assets as of that date, is included within the Corporate & Other caption of this report.
The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (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 to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). The FASB and SEC periodically issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
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 generally 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 and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2025 Annual Report on Form 10-K.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation.
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 capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of 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 primary 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 income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend-paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
This management discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.
This section of this Form 10-Q generally includes a discussion primarily focused on quarter-to-quarter comparisons between 2026 and 2025. Detailed discussions of year-to-year comparisons between annual periods presented can be found in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Reports on Form 10-K.
20
EXECUTIVE SUMMARY
Old Republic International Corporation reported the following results for the first quarter 2026:
•Net income of $330.0, compared to $245.0 last year.
•Net income excluding investment gains (net operating income) of $170.5, compared to $201.7 last year.
•Net operating income per diluted share of $0.68, compared to $0.81 last year.
•Consolidated net premiums and fees earned of $1.97 billion, compared to nearly $1.85 billion last year.
•Net investment income of $178.0, compared to $170.7 last year.
•Consolidated combined ratio of 96.6%, compared to 93.7% last year.
•Favorable loss reserve development of 1.5 points, compared to 2.6 points last year.
•Book value per share of $24.53, inclusive of dividends declared, up 2.6% since year-end 2025.
•Annualized operating return on equity of 11.5%.
•Total capital returned to shareholders of $237.5.
| OVERALL RESULTS ATTRIBUTABLE TO SHAREHOLDERS | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarters Ended March 31, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Net income | $ | 330.0 | $ | 245.0 | |||||||||||||
| Net of tax investment gains | 159.4 | 43.2 | |||||||||||||||
| Net income excluding investment gains | $ | 170.5 | $ | 201.7 | (15.4) | % | |||||||||||
| Combined ratio | 96.6 | % | 93.7 | % | |||||||||||||
| PER DILUTED SHARE ATTRIBUTABLE TO SHAREHOLDERS | |||||||||||||||||
| Quarters Ended March 31, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Net income | $ | 1.32 | $ | 0.98 | |||||||||||||
| Net of tax investment gains | 0.64 | 0.17 | |||||||||||||||
| Net income excluding investment gains | $ | 0.68 | $ | 0.81 | (15.4) | % | |||||||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | |||||||||||||||||
| Mar. 31, | Dec. 31, | ||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Total | $ | 5,911.9 | $ | 5,914.0 | — | % | |||||||||||
| Per common share | $ | 24.53 | $ | 24.21 | 1.3 | % |
21
Old Republic's business is managed for the long run. In this context, management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the Company's obligations. Although Generally Accepted Accounting Principles (GAAP) uses net income as the measure of total profitability, management uses net income excluding net investment gains (losses) (net operating income), a non-GAAP financial measure, in its evaluation of periodic and long-term results.
In management's opinion, excluding investment gains (losses) from income provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations that are unrelated to the insurance operations. Net operating income, however, does not replace GAAP net income as a measure of total profitability.
| FINANCIAL HIGHLIGHTS | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarters Ended March 31, | ||||||||||||||||
| SUMMARY INCOME STATEMENTS: | 2026 | 2025 | % Change | |||||||||||||
| Revenues: | ||||||||||||||||
| Net premiums and fees earned | $ | 1,972.2 | $ | 1,841.0 | 7.1 | % | ||||||||||
| Net investment income | 178.0 | 170.7 | 4.3 | |||||||||||||
| Other income | 47.3 | 47.2 | 0.2 | |||||||||||||
| Total operating revenues | 2,197.6 | 2,059.0 | 6.7 | |||||||||||||
| Net investment gains: | ||||||||||||||||
| Realized from actual transactions and impairments | 85.3 | 37.4 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | 116.4 | 17.6 | ||||||||||||||
| Total net investment gains | 201.8 | 55.0 | ||||||||||||||
| Total revenues | 2,399.4 | 2,114.0 | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Loss and loss adjustment expenses | 840.2 | 777.7 | 8.0 | |||||||||||||
| Underwriting, acquisition, and other expenses | 1,128.0 | 1,010.7 | 11.6 | |||||||||||||
| Interest and other charges | 17.7 | 17.8 | (0.5) | |||||||||||||
| Total expenses | 1,986.0 | 1,806.3 | 10.0 | % | ||||||||||||
| Pretax income | 413.4 | 307.7 | ||||||||||||||
| Income taxes | 83.8 | 61.6 | ||||||||||||||
| Total net income | 329.5 | 246.1 | ||||||||||||||
| Net income (loss) attributable to noncontrolling interests | (0.5) | 1.1 | ||||||||||||||
| Net income attributable to shareholders | $ | 330.0 | $ | 245.0 | ||||||||||||
| COMMON STOCK STATISTICS: | ||||||||||||||||
| Components of net income per share: | ||||||||||||||||
| Basic net income excluding investment gains | $ | 0.70 | $ | 0.83 | (15.1) | % | ||||||||||
| Net investment gains: | ||||||||||||||||
| Realized investment gains | 0.28 | 0.12 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | 0.38 | 0.06 | ||||||||||||||
| Basic net income | $ | 1.36 | $ | 1.01 | ||||||||||||
| Diluted net income excluding investment gains | $ | 0.68 | $ | 0.81 | (15.4) | % | ||||||||||
| Net investment gains: | ||||||||||||||||
| Realized investment gains | 0.27 | 0.12 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | 0.37 | 0.05 | ||||||||||||||
| Diluted net income | $ | 1.32 | $ | 0.98 | ||||||||||||
| Dividends declared on common stock | $ | 0.315 | $ | 0.290 | 8.6 | % |
22
The information presented in the following table highlights the most meaningful indicators of Old Republic's segmented and consolidated financial performance. The information underscores
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
($ in Millions, Except Share Data)
OVERVIEW
This management discussion and analysis of financial condition and results of operations pertains to the consolidated accounts of Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation (collectively, "Old Republic", "ORI", or "the Company"). The Company conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. The Republic Financial Indemnity Group (RFIG) Run-off business through the effective date of its sale of May 31, 2024 and a small life and accident insurance business, together accounting for 0.1% of consolidated operating revenues for the year ended December 31, 2025, and 0.3% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.
The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (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 to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). The FASB and the SEC periodically issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
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 generally 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 and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation.
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 capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of 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 primary 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 income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend-paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
This management discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.
This section of this Form 10-K generally includes data for 2025, 2024, and 2023 annual periods along with a discussion primarily focused on year-to-year comparisons between 2025 and 2024. Detailed discussions of year-to-year comparisons between 2024 and 2023 can be found in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, incorporated herein by reference.
23
EXECUTIVE SUMMARY
Old Republic reported the following consolidated results for the year ended December 31, 2025:
•Net income of $935.4, compared to $852.7 last year.
•Net income excluding investment gains (losses) (net operating income) of $792.5, compared to $797.0 last year.
•Net operating income per diluted share of $3.15, compared to $3.03 last year.
•Consolidated net premiums and fees earned of nearly $8.1 billion, an increase of 10.1% over last year.
•Net investment income of $708.7, an increase of 5.3% over last year.
•Consolidated combined ratio of 94.7%, compared to 93.9% last year.
•Favorable loss reserve development of 2.4 points, compared to 2.2 points last year.
•Book value per share of $24.21, inclusive of cash dividends declared, up 22.0% since year-end 2024.
•Operating return on beginning of year equity of 14.1%.
•Total capital returned to shareholders of $1,022.
| OVERALL RESULTS ATTRIBUTABLE TO SHAREHOLDERS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||
| Net income | $ | 935.4 | $ | 852.7 | $ | 598.6 | ||||||
| Net of tax investment gains (losses) | 142.8 | 55.7 | (150.8) | |||||||||
| Net income excluding investment gains (losses) | $ | 792.5 | $ | 797.0 | $ | 749.5 | ||||||
| Combined ratio | 94.7 | % | 93.9 | % | 92.6 | % | ||||||
| PER DILUTED SHARE ATTRIBUTABLE TO SHAREHOLDERS | ||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||
| Net income | $ | 3.72 | $ | 3.24 | $ | 2.10 | ||||||
| Net of tax investment gains (losses) | 0.57 | 0.21 | (0.53) | |||||||||
| Net income excluding investment gains (losses) | $ | 3.15 | $ | 3.03 | $ | 2.63 | ||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | ||||||||||||
| December 31: | 2025 | 2024 | ||||||||||
| Total | $ | 5,914.0 | $ | 5,618.9 | ||||||||
| Per common share | $ | 24.21 | $ | 22.84 |
24
Old Republic's business is managed for the long run. In this context, management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the Company's obligations. Although Generally Accepted Accounting Principles (GAAP) uses net income as the measure of total profitability, management uses net income excluding net investment gains (losses) (net operating income), a non-GAAP financial measure, in its evaluation of periodic and long-term results.
In management's opinion, excluding investment gains (losses) from income provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations that are unrelated to the insurance operations. Net operating income, however, does not replace GAAP net income as a measure of total profitability.
| FINANCIAL HIGHLIGHTS | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||
| SUMMARY INCOME STATEMENTS: | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums and fees earned | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | 10.1 | % | 9.0 | % | |||||||
| Net investment income | 708.7 | 673.1 | 578.3 | 5.3 | 16.4 | ||||||||||||
| Other income | 194.9 | 177.6 | 163.1 | 9.8 | 8.9 | ||||||||||||
| Total operating revenues | 8,956.6 | 8,161.6 | 7,449.3 | 9.7 | 9.6 | ||||||||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 202.0 | 94.3 | (21.4) | ||||||||||||||
| Realized from sale of mortgage insurance business | — | (5.4) | (45.6) | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (22.3) | (18.9) | (123.9) | ||||||||||||||
| Total net investment gains (losses) | 179.7 | 69.9 | (190.9) | ||||||||||||||
| Total revenues | 9,136.3 | 8,231.5 | 7,258.3 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | 3,377.3 | 3,048.0 | 2,596.6 | 10.8 | 17.4 | ||||||||||||
| Underwriting, acquisition, and other expenses | 4,504.5 | 4,036.4 | 3,843.6 | 11.6 | 5.0 | ||||||||||||
| Interest and other expenses | 70.3 | 77.3 | 70.5 | (9.0) | 9.6 | ||||||||||||
| Total expenses | 7,952.3 | 7,161.7 | 6,510.8 | 11.0 | % | 10.0 | % | ||||||||||
| Pretax income | 1,184.0 | 1,069.7 | 747.4 | ||||||||||||||
| Income taxes | 242.1 | 216.9 | 148.7 | ||||||||||||||
| Total net income | 941.9 | 852.7 | 598.6 | ||||||||||||||
| Net income attributable to noncontrolling interests | 6.5 | — | — | ||||||||||||||
| Net income attributable to shareholders | $ | 935.4 | $ | 852.7 | $ | 598.6 | |||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||
| Components of net income per share: | |||||||||||||||||
| Basic net income excluding investment gains (losses) | $ | 3.23 | $ | 3.09 | $ | 2.65 | 4.5 | % | 16.6 | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains (losses) | 0.65 | 0.27 | (0.19) | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.06) | (0.06) | (0.34) | ||||||||||||||
| Basic net income | $ | 3.82 | $ | 3.30 | $ | 2.12 | |||||||||||
| Diluted net income excluding investment gains (losses) | $ | 3.15 | $ | 3.03 | $ | 2.63 | 4.0 | % | 15.2 | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains (losses) | 0.63 | 0.27 | (0.19) | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.06) | (0.06) | (0.34) | ||||||||||||||
| Diluted net income | $ | 3.72 | $ | 3.24 | $ | 2.10 | |||||||||||
| Cash dividends declared on common stock | $ | 3.66 | $ | 3.06 | $ | 0.98 | 19.6 | % | 212.2 | % |
25
The information presented in the following table highlights the most meaningful indicators of Old Republic's segmented and consolidated financial performance. The information underscores the Company's performance, as well as the sound investment of its capital and underwriting cash flows.
| Sources of Consolidated Income | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||
| Net premiums and fees earned: | |||||||||||||||||||
| Specialty Insurance | $ | 5,184.8 | $ | 4,677.0 | $ | 4,119.2 | 10.9 | % | 13.5 | % | |||||||||
| Title Insurance | 2,858.6 | 2,619.1 | 2,562.8 | 9.1 | 2.2 | ||||||||||||||
| Corporate & Other | 9.4 | 14.6 | 25.6 | (35.6) | (42.8) | ||||||||||||||
| Consolidated | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | 10.1 | % | 9.0 | % | |||||||||
| Underwriting income (loss): (a) | |||||||||||||||||||
| Specialty Insurance | $ | 352.6 | $ | 364.0 | $ | 406.0 | (3.2) | % | (10.3) | % | |||||||||
| Title Insurance | 69.9 | 79.7 | 75.4 | (12.3) | 5.7 | ||||||||||||||
| Corporate & Other | (56.5) | (39.8) | (50.8) | (42.1) | 21.8 | ||||||||||||||
| Consolidated | $ | 365.9 | $ | 404.0 | $ | 430.6 | (9.4) | % | (6.2) | % | |||||||||
| Consolidated combined ratio: | |||||||||||||||||||
| Loss ratio: | |||||||||||||||||||
| Current year | 44.3 | % | 43.9 | % | 43.3 | % | |||||||||||||
| Prior years | (2.4) | (2.2) | (4.6) | ||||||||||||||||
| Total | 41.9 | 41.7 | 38.7 | ||||||||||||||||
| Expense ratio | 52.8 | 52.2 | 53.9 | ||||||||||||||||
| Combined ratio | 94.7 | % | 93.9 | % | 92.6 | % | |||||||||||||
| Net investment income: | |||||||||||||||||||
| Specialty Insurance | $ | 611.7 | $ | 546.5 | $ | 462.7 | 11.9 | % | 18.1 | % | |||||||||
| Title Insurance | 69.6 | 63.2 | 57.0 | 10.2 | 10.8 | ||||||||||||||
| Corporate & Other | 27.3 | 63.3 | 58.5 | (56.9) | 8.2 | ||||||||||||||
| Consolidated | $ | 708.7 | $ | 673.1 | $ | 578.3 | 5.3 | % | 16.4 | % | |||||||||
| Interest and other expenses (income): | |||||||||||||||||||
| Specialty Insurance | $ | 64.3 | $ | 62.3 | $ | 80.9 | |||||||||||||
| Title Insurance | (0.3) | (1.1) | (1.0) | ||||||||||||||||
| Corporate & Other (b) | 6.3 | 16.1 | (9.3) | ||||||||||||||||
| Consolidated | $ | 70.3 | $ | 77.3 | $ | 70.5 | (9.0) | % | 9.6 | % | |||||||||
| Pretax income excluding investment gains (losses): | |||||||||||||||||||
| Specialty Insurance | $ | 900.0 | $ | 848.3 | $ | 787.8 | 6.1 | % | 7.7 | % | |||||||||
| Title Insurance | 139.9 | 144.1 | 133.5 | (2.9) | 7.9 | ||||||||||||||
| Corporate & Other | (35.6) | 7.3 | 16.9 | N/M | (56.5) | ||||||||||||||
| Consolidated | 1,004.3 | 999.8 | 938.4 | 0.5 | % | 6.5 | % | ||||||||||||
| Income taxes | 205.2 | 202.7 | 188.8 | ||||||||||||||||
| Net income excluding investment gains (losses) | 799.1 | 797.0 | 749.5 | 0.3 | % | 6.3 | % | ||||||||||||
| Consolidated pretax investment gains (losses): | |||||||||||||||||||
| Realized from actual transactions and impairments | 202.0 | 94.3 | (21.4) | ||||||||||||||||
| Realized from sale of mortgage insurance business | — | (5.4) | (45.6) | ||||||||||||||||
| Unrealized from changes in fair value of equity securities | (22.3) | (18.9) | (123.9) | ||||||||||||||||
| Total | 179.7 | 69.9 | (190.9) | ||||||||||||||||
| Income taxes (credits) | 36.8 | 14.2 | (40.0) | ||||||||||||||||
| Net of tax investment gains (losses) | 142.8 | 55.7 | (150.8) | ||||||||||||||||
| Total net income | 941.9 | 852.7 | 598.6 | ||||||||||||||||
| Net income attributable to noncontrolling interests | 6.5 | — | — | ||||||||||||||||
| Net income attributable to shareholders | $ | 935.4 | $ | 852.7 | $ | 598.6 |
(a) Includes related services.
(b) Includes consolidation/elimination entries.
26
Specialty Insurance Segment Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | |||||||||||||
| Revenues: | ||||||||||||||||||
| Net premiums written | $ | 5,430.1 | $ | 5,030.5 | $ | 4,356.3 | 7.9 | % | 15.5 | % | ||||||||
| Net premiums earned | 5,184.8 | 4,677.0 | 4,119.2 | 10.9 | 13.5 | |||||||||||||
| Other income | 194.4 | 177.0 | 162.2 | 9.8 | 9.1 | |||||||||||||
| Expenses: | ||||||||||||||||||
| Loss and loss adjustment expenses | 3,311.9 | 2,999.1 | 2,553.3 | 10.4 | 17.5 | |||||||||||||
| Underwriting, acquisition, and other expenses | 1,714.7 | 1,490.8 | 1,322.2 | 15.0 | 12.7 | |||||||||||||
| Segment underwriting income | 352.6 | 364.0 | 406.0 | (3.2) | (10.3) | |||||||||||||
| Add: Net investment income | 611.7 | 546.5 | 462.7 | 11.9 | 18.1 | |||||||||||||
| Less: Interest and other charges | 64.3 | 62.3 | 80.9 | 3.2 | (22.9) | |||||||||||||
| Segment pretax operating income | $ | 900.0 | $ | 848.3 | $ | 787.8 | 6.1 | % | 7.7 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 66.8 | % | 66.4 | % | 67.7 | % | ||||||||||||
| Prior years | (2.9) | (2.3) | (5.7) | |||||||||||||||
| Total | 63.9 | 64.1 | 62.0 | |||||||||||||||
| Expense ratio | 29.3 | 28.1 | 28.2 | |||||||||||||||
| Combined ratio | 93.2 | % | 92.2 | % | 90.2 | % |
Specialty Insurance net premiums earned increased 10.9% in 2025, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including an increasing contribution from new operating companies. Premium growth was most pronounced within commercial auto, general liability, property, and accident & health coverages while Canadian premiums (travel accident and trucking) declined. Commercial auto rate increases accelerated, and general liability continued to achieve significant rate increases.
The net investment income increase was driven by higher investment yields earned, along with contributions from a higher invested asset base.
Overall, the 2025 Specialty Insurance loss ratio reflects a slightly higher current year loss ratio along with a higher level of favorable prior year loss reserve development. While strong favorable prior year development was recognized in commercial auto, the fourth quarter included a current accident year loss provision resulting primarily from higher loss trends detected within the liability portion of long-haul trucking case reserves not yet fully evidenced in paid claim data. Accordingly, the commercial auto initial 2025 accident year loss ratio that was recorded for the first nine months of 2025 was increased by approximately 3 percentage points.
Favorable prior year development came predominately from workers' compensation, commercial auto, and property. Strong favorable development within workers' compensation included an offset of $17.6 to increase prior year reserves related to an isolated credit loss on a large-deductible program in which recent elevated claim activity resulted in a collateral deficiency.
The expense ratio for 2025 was elevated but within expectations given the start-up costs of new operating companies and continued investments in personnel and information technology.
Together, these factors produced a profitable combined ratio and strong pretax operating income for 2025. For Specialty Insurance, combined ratios between 90% and 95% are targeted over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly with long-tailed lines of coverage claim payment patterns.
27
Title Insurance Segment Operating Results
| % Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums earned | $ | 2,594.4 | $ | 2,334.6 | $ | 2,300.9 | 11.1 | % | 1.5 | % | |||||||
| Title, escrow, and other fees | 264.1 | 284.4 | 261.8 | (7.1) | 8.6 | ||||||||||||
| Net premiums and fees earned | 2,858.6 | 2,619.1 | 2,562.8 | 9.1 | 2.2 | ||||||||||||
| Other income | 0.6 | 0.6 | 0.7 | (3.1) | (18.1) | ||||||||||||
| Expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | 62.2 | 46.1 | 48.7 | 35.0 | (5.4) | ||||||||||||
| Underwriting, acquisition, and other expenses | 2,727.0 | 2,493.8 | 2,439.3 | 9.3 | 2.2 | ||||||||||||
| Segment underwriting income | 69.9 | 79.7 | 75.4 | (12.3) | 5.7 | ||||||||||||
| Add: Net investment income | 69.6 | 63.2 | 57.0 | 10.2 | 10.8 | ||||||||||||
| Less: Interest and other charges | (0.3) | (1.1) | (1.0) | 72.7 | (11.3) | ||||||||||||
| Segment pretax operating income | $ | 139.9 | $ | 144.1 | $ | 133.5 | (2.9) | % | 7.9 | % | |||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.4 | % | 3.4 | % | 3.7 | % | |||||||||||
| Prior years | (1.2) | (1.6) | (1.8) | ||||||||||||||
| Total | 2.2 | 1.8 | 1.9 | ||||||||||||||
| Expense ratio | 95.4 | 95.2 | 95.2 | ||||||||||||||
| Combined ratio | 97.6 | % | 97.0 | % | 97.1 | % |
Title Insurance net premiums and fees earned increased 9.1% in 2025. Both agency and directly produced premiums experienced double digit growth, driven by lower interest rates and strong commercial business production. Commercial premiums represented 26% of net premiums earned in 2025 compared to nearly 22% of net premiums earned in 2024. Title, escrow, and other fees declined in 2025 as a result of the sale of certain technology platforms earlier in the year, partially offset by growth in escrow and closing service fees.
Net investment income increased primarily due to higher investment yields earned.
The Title Insurance loss ratios for 2025 reflect lower levels of favorable prior year loss reserve development and relatively consistent current year losses. The 2025 expense ratio benefited from continued expense management, partially offset by higher agent commissions consistent with the higher level of agency business compared to the direct operation. In addition, the 2025 expense ratio includes approximately $15 (0.5 points) in litigation settlement expenses.
Together, these factors produced slightly lower pretax operating income for 2025. For Title Insurance, combined ratios between 90% to 95% are targeted over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range.
28
Corporate & Other Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | |||||||||||||
| Net premiums earned | $ | 9.4 | $ | 14.6 | $ | 25.6 | (35.6) | % | (42.8) | % | ||||||||
| Net investment income (a) | 27.3 | 63.3 | 58.5 | (56.9) | 8.2 | |||||||||||||
| Operating revenues | 36.7 | 77.9 | 84.2 | (52.9) | (7.5) | |||||||||||||
| Operating expenses | 72.3 | 70.5 | 67.3 | 2.5 | % | 4.8 | ||||||||||||
| Corporate & Other pretax operating income (loss) | $ | (35.6) | $ | 7.3 | $ | 16.9 | N/M | (56.5) | % |
__________
(a) Net of elimination entries.
Corporate & Other includes a small life and accident insurance business, the RFIG Run-off business through the effective date of its sale of May 31, 2024, the parent holding company, and several internal corporate services subsidiaries. Corporate & Other tends to produce highly variable results stemming from volatility inherent in the lack of scale. Net investment income for 2025 was significantly impacted by a lower invested asset base due to the return of capital to shareholders including the January 2025 special cash dividend payment, the repayment of $400 of Senior Notes which matured in October 2024, and the sale of the RFIG Run-off business. Operating expenses for 2025 reflect higher personnel costs while full year 2024 expenses reflect additional interest costs associated with debt issued on March 31, 2024 to refinance the Senior Notes which matured in October 2024.
Investments
As of December 31, 2025, the consolidated investment portfolio reflected an allocation of approximately 85% to fixed income securities (bonds and notes) and short-term investments, and 15% to equity securities (common and preferred stocks). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits amongst the insurance subsidiaries. The fixed income portfolio continues to be the anchor for obligations to policyholders. The maturities of the fixed income securities are generally matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The equity portfolio consists primarily of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
Old Republic’s investment portfolio is focused on ensuring liquidity for obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counterparty risk attributes. Old Republic performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the Company's financial strength.
29
Shareholders' Equity Per Share
Changes in shareholders' equity per share are reflected in the following table. These changes resulted mostly from net operating income, realized and unrealized investment gains (losses), and dividends to shareholders declared during the year.
| Shareholders' Equity Per Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||
| Beginning balance | $ | 22.84 | $ | 23.31 | $ | 21.07 | ||||
| Changes in shareholders' equity: | ||||||||||
| Net income excluding net investment gains (losses) | 3.23 | 3.09 | 2.65 | |||||||
| Net of tax realized investment gains (losses) | 0.65 | 0.27 | (0.19) | |||||||
| Net of tax unrealized investment gains (losses): | ||||||||||
| Fixed income securities | 1.02 | 0.12 | 1.31 | |||||||
| Equity securities | (0.06) | (0.06) | (0.34) | |||||||
| Total net of tax realized and unrealized | ||||||||||
| investment gains (losses) | 1.61 | 0.33 | 0.78 | |||||||
| Cash dividends | (3.66) | (3.06) | (0.98) | |||||||
| Other - net | 0.19 | (0.83) | (0.21) | |||||||
| Net change | 1.37 | (0.47) | 2.24 | |||||||
| Ending balance | $ | 24.21 | $ | 22.84 | $ | 23.31 | ||||
| Percentage change for the period | 6.0 | % | (2.0) | % | 10.6 | % | ||||
| Percentage change for the period, inclusive of cash dividends | 22.0 | % | 11.1 | % | 15.3 | % |
Total capital returned to shareholders during 2025 was $1,022, comprised of $897 in dividends, and $125 in share repurchases. Changes in shareholders' equity per share for 2025 and 2024 include the impact of special cash dividends of $2.50 per share in December 2025 (paid on January 14, 2026) and $2.00 per share in December 2024 (paid on January 15, 2025).
30
DETAILED MANAGEMENT DISCUSSION AND ANALYSIS
This section of Management's Discussion and Analysis of Financial Condition and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.
RESULTS OF OPERATIONS
Consolidated Overview
Premiums & Fees
The major sources of Old Republic's consolidated net earned premiums and fees for the periods shown were as follows:
| Net Earned Premiums and Fees | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||
| Specialty Insurance | $ | 5,184.8 | $ | 4,677.0 | $ | 4,119.2 | |||||
| Title Insurance | 2,858.6 | 2,619.1 | 2,562.8 | ||||||||
| Corporate & Other | 9.4 | 14.6 | 25.6 | ||||||||
| Total | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | |||||
| Percentage change from prior period | 10.1 | % | 9.0 | % | (12.6) | % |
Consolidated net premiums and fees earned increased 10.1% for 2025 compared to 2024, resulting from strong growth in both Specialty Insurance and Title Insurance.
Net Investment Income
The following tables reflect the invested asset bases as of the indicated dates, the investment income earned, and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets.
| Invested Assets at Book Value | Fair Value Adjust- ment | Invested Assets at Fair Value | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | Title Insurance | Corporate & Other | Total | |||||||||||||||||||
| As of December 31: | ||||||||||||||||||||||
| 2024 | $ | 12,489.8 | $ | 1,334.2 | $ | 1,211.1 | $ | 15,035.1 | $ | 1,043.8 | $ | 16,079.0 | ||||||||||
| 2025 | $ | 13,125.6 | $ | 1,338.6 | $ | 1,033.7 | $ | 15,498.0 | $ | 1,341.0 | $ | 16,839.0 |
| Net Investment Income | Yield at | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | Title Insurance | Corporate & Other | Total | Book Value | Fair Value | ||||||||||||||||
| Years Ended | |||||||||||||||||||||
| December 31: | |||||||||||||||||||||
| 2023 | $ | 462.7 | $ | 57.0 | $ | 58.5 | $ | 578.3 | 3.82 | % | 3.62 | % | |||||||||
| 2024 | 546.5 | 63.2 | 63.3 | 673.1 | 4.47 | 4.18 | |||||||||||||||
| 2025 | $ | 611.7 | $ | 69.6 | $ | 27.3 | $ | 708.7 | 4.64 | % | 4.31 | % |
Net investment income increased 5.3% in 2025 compared to 2024, driven by higher investment yields. During 2025, the Company reinvested in corporate fixed income securities with an average yield of 4.9% compared to an average book yield on disposals of 3.9%. The total fixed income portfolio book yield ended 2025 at 4.75% compared to 4.52% at the end of 2024.
Loss and Loss Adjustment Expenses
Total loss 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 loss reserve estimates for major types of insurance coverages as of December 31, 2025 and 2024:
31
| Loss and Loss Adjustment Expense Reserves | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31: | 2025 | 2024 | |||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||
| Workers' compensation | $ | 4,698.7 | $ | 2,642.8 | $ | 4,653.0 | $ | 2,604.5 | |||||||||
| Commercial auto | 4,768.9 | 2,205.2 | 4,288.6 | 1,993.2 | |||||||||||||
| General liability | 2,045.4 | 915.8 | 1,763.5 | 817.0 | |||||||||||||
| Financial indemnity | 979.9 | 735.0 | 926.6 | 715.2 | |||||||||||||
| Other coverages | 1,405.7 | 1,002.9 | 1,206.1 | 903.2 | |||||||||||||
| Unallocated loss adjustment expense reserves | 324.6 | 324.6 | 308.1 | 308.1 | |||||||||||||
| Total Specialty Insurance reserves | 14,223.5 | 7,826.6 | 13,146.2 | 7,341.5 | |||||||||||||
| Title Insurance | 545.7 | 545.7 | 572.7 | 572.7 | |||||||||||||
| Life and accident | 6.4 | 4.1 | 8.8 | 6.4 | |||||||||||||
| Total loss and loss adjustment expense reserves | $ | 14,775.7 | $ | 8,376.5 | $ | 13,727.7 | $ | 7,920.6 | |||||||||
| Asbestosis and environmental loss reserves included | |||||||||||||||||
| in the above Specialty Insurance reserves: | |||||||||||||||||
| Amount | $ | 162.7 | $ | 101.3 | $ | 167.6 | $ | 106.5 | |||||||||
| % of total Specialty Insurance reserves | 1.1 | % | 1.3 | % | 1.3 | % | 1.5 | % |
A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 5 in the Notes to Consolidated Financial Statements.
Net loss and loss adjustment expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | 63.9 | % | 64.1 | % | 62.0 | % | |||
| Title Insurance | 2.2 | 1.8 | 1.9 | ||||||
| Consolidated loss ratio | 41.9 | % | 41.7 | % | 38.7 | % | |||
| Reconciliation of consolidated loss ratio: | |||||||||
| Current year | 44.3 | % | 43.9 | % | 43.3 | % | |||
| Prior year net favorable development | (2.4) | (2.2) | (4.6) | ||||||
| Consolidated loss ratio | 41.9 | % | 41.7 | % | 38.7 | % |
Changes to the consolidated loss ratios tend to be driven by mix changes between Specialty Insurance (with loss ratios in the mid- to low-60% range) and Title Insurance (with loss ratios in the 2% range). In 2025, the consolidated loss ratio included an amount of favorable development that is consistent with 2024 and falls within the range of management's expectation.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial condition, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.
Underwriting Acquisition and Other Expenses
Expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | 29.3 | % | 28.1 | % | 28.2 | % | |||
| Title Insurance | 95.4 | 95.2 | 95.2 | ||||||
| Consolidated | 52.8 | % | 52.2 | % | 53.9 | % |
32
Changes to the consolidated expense ratios tend to be driven by mix changes between Specialty Insurance (with expense ratios in 30% range) and Title Insurance (with expense ratios in low- to mid-90% range). Variations in the Company's consolidated expense ratios also reflect a continually changing mix of coverages sold and costs of producing business within the segments. To a significant degree, expense ratios for both the Specialty and Title Insurance segments are reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income and can fluctuate with line of coverage mix. General operating expenses are routinely subject to timing as well as investments in business expansion and information technology. The 2025 consolidated expense ratio is elevated but within expectations given the start-up costs of new operating companies within Specialty Insurance and continued investments in personnel and information technology.
Combined Ratios
The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | 93.2 | % | 92.2 | % | 90.2 | % | |||
| Title Insurance | 97.6 | 97.0 | 97.1 | ||||||
| Consolidated | 94.7 | % | 93.9 | % | 92.6 | % |
Net Investment Gains (Losses)
The Company's investment policies are designed to produce a stable source of income from interest and dividends, support the protection of capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.
The composition of net investment gains or losses was as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Realized investment gains (losses) from actual transactions: | |||||||||||
| Fixed income | $ | (3.9) | $ | (112.1) | $ | (180.7) | |||||
| Equity securities and other | 209.7 | 206.5 | 165.5 | ||||||||
| Total | 205.8 | 94.3 | (15.2) | ||||||||
| Impairment losses | (3.8) | (5.4) | (51.8) | ||||||||
| Unrealized gains (losses) from changes in fair value of equity securities | (22.3) | (18.9) | (123.9) | ||||||||
| Total investment gains (losses) | $ | 179.7 | $ | 69.9 | $ | (190.9) |
The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated credit losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
Dispositions of fixed income securities from scheduled maturities and early calls were 64.4%, 39.9%, and 48.3% of total fixed income dispositions occurring in 2025, 2024, and 2023, respectively. Realized gain (loss) activity in 2025 was related to the sale of fixed income and equity securities to fund the Company's return of capital through share repurchases and special dividends, as well as portfolio management.
Income Taxes
The effective consolidated income tax rates were 20.4%, 20.3%, and 19.9% in 2025, 2024, and 2023, respectively. Changes in the effective tax rates reflect primarily the varying proportions of pretax operating income derived from partially tax-preferred investment income (principally tax-exempt interest and dividend income).
33
Segment Underwriting Overview
Specialty Insurance
| Summary Underwriting Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | |||||||||||||
| Revenues: | ||||||||||||||||||
| Net premiums written | $ | 5,430.1 | $ | 5,030.5 | $ | 4,356.3 | 7.9 | % | 15.5 | % | ||||||||
| Net premiums earned | 5,184.8 | 4,677.0 | 4,119.2 | 10.9 | 13.5 | |||||||||||||
| Other income | 194.4 | 177.0 | 162.2 | 9.8 | 9.1 | |||||||||||||
| Expenses: | ||||||||||||||||||
| Loss and loss adjustment expenses | 3,295.6 | 2,975.6 | 2,536.7 | 10.8 | 17.3 | |||||||||||||
| Dividends to policyholders | 16.2 | 23.5 | 16.5 | (31.1) | 42.0 | |||||||||||||
| Underwriting, acquisition, and other expenses: | ||||||||||||||||||
| Commissions | 622.2 | 546.8 | 465.3 | 13.8 | 17.5 | |||||||||||||
| Insurance taxes, licenses, and fees | 203.0 | 172.7 | 159.8 | 17.5 | 8.1 | |||||||||||||
| Subtotal | 825.2 | 719.6 | 625.2 | 14.7 | 15.1 | |||||||||||||
| General expenses | 889.4 | 771.1 | 697.0 | 15.3 | 10.6 | |||||||||||||
| Total underwriting, acquisition, and | ||||||||||||||||||
| other expenses | 1,714.7 | 1,490.8 | 1,322.2 | 15.0 | 12.7 | |||||||||||||
| Segment underwriting income | $ | 352.6 | $ | 364.0 | $ | 406.0 | (3.2) | % | (10.3) | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 66.8 | % | 66.4 | % | 67.7 | % | ||||||||||||
| Prior years | (2.9) | (2.3) | (5.7) | |||||||||||||||
| Total | 63.9 | 64.1 | 62.0 | |||||||||||||||
| Expense ratio | 29.3 | 28.1 | 28.2 | |||||||||||||||
| Combined ratio | 93.2 | % | 92.2 | % | 90.2 | % |
Specialty Insurance continued to produce growth and profitability, reflecting the success of the Company's specialty strategy and operational excellence initiatives. Growth included increasing contributions from new specialty operating companies. In addition, seven Specialty Insurance operating companies continue to expand their writings of surplus lines business for property, general liability, and financial indemnity solutions. Some of the new operating companies target the wholesale distribution channel, where excess & surplus solutions are prevalent.
Following the Company’s strategy to add operating companies, narrow and deep in their specialty niche, on October 23, 2025, the Company announced it entered into a definitive agreement to acquire Everett Cash Mutual Insurance Co. and affiliated companies (ECM) following its conversion to a stock company in a sponsored demutualization transaction. ECM is a leading insurer of small farmowners and select commercial agricultural operations. The transaction is expected to close in 2026 upon completion of required regulatory and policyholder approvals. Additionally, on September 30, 2025, the Company announced the formation of its new environmental insurance company that will deliver customized primary and excess liability solutions to businesses of varying scales and complexities. These products will be distributed through a carefully curated network of wholesale and retail brokers, to help ensure that clients receive specific coverage options and the benefit of expert consultation.
34
Premiums & Fees
The percentage of net earned premiums for major insurance coverages in the Specialty Insurance segment was as follows:
| Specialty Insurance Net Earned Premiums by Type of Coverage | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||
| Commercial auto | 42.1 | % | 41.9 | % | 41.0 | % | |||
| Workers' compensation | 17.0 | 17.9 | 19.5 | ||||||
| Property | 13.4 | 12.8 | 11.5 | ||||||
| General liability | 8.4 | 7.8 | 6.1 | ||||||
| Financial indemnity | 6.9 | 6.9 | 8.4 | ||||||
| Home and auto warranty | 6.5 | 6.7 | 7.6 | ||||||
| Other coverages | 5.7 | % | 6.0 | % | 5.9 | % |
Specialty Insurance net premiums earned increased 10.9% for 2025, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including an increasing contribution from new operating companies. Premium growth was most pronounced within commercial auto, general liability, property, and accident & health coverages while Canadian premiums (travel accident and trucking) continued to decline. Commercial auto rate increases accelerated in the fourth quarter of 2025 in response to increases in loss trends. General liability continued to achieve significant rate increases.
Loss and Loss Adjustment Expenses
The percentage of net loss and loss adjustment expenses measured against net premiums earned by major types of insurance coverage were as follows:
| Specialty Insurance Loss Ratios by Type of Coverage | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||
| Commercial auto | 72.3 | % | 72.4 | % | 71.5 | % | |||
| Workers' compensation | 59.0 | 48.0 | 41.4 | ||||||
| Property | 53.5 | 53.2 | 61.0 | ||||||
| General liability | 62.7 | 72.9 | 76.0 | ||||||
| Financial indemnity | 48.0 | 63.9 | 48.2 | ||||||
| Home and auto warranty | 54.9 | 58.2 | 65.5 | ||||||
| Other coverages | 71.7 | 73.1 | 65.9 | ||||||
| All coverages | 63.9 | % | 64.1 | % | 62.0 | % |
Overall, the loss ratios for Specialty Insurance in 2025 were consistent with 2024, with a slight increase in the current year loss ratio being offset by higher favorable prior year loss reserve development. When comparing the loss ratios by line of coverage, the 2025 current year ratios were fairly consistent with 2024, however, there were some notable variations of prior year development.
•Workers’ compensation had strong favorable development that was considerably less than the level experienced in 2024. In 2025, prior year reserves increased by $17.6 related to an isolated credit loss on a large-deductible program. Recent elevated claim activity experienced by this program resulted in a collateral deficiency;
•General liability had minimal unfavorable development in 2025 compared to an elevated level in 2024; and
•Financial indemnity had favorable development in 2025 compared to unfavorable development in 2024 that was due to reserve strengthening of transactional risk reserves.
Net favorable reserve development in 2025 came primarily from:
•Workers’ compensation (favorable development predominantly from accident years 2020 and prior, partially offset by unfavorable development predominantly from years 2021-2024);
•Commercial auto (favorable development predominantly from accident years 2022 and prior, partially offset by unfavorable development from 2023); and
•Property, which includes commercial multi-peril (favorable development predominantly from accident years 2015-2024).
A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2025 and 2024 is as follows:
35
| December 31: | 2025 | 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Net | Gross | Net | ||||||||||||
| Asbestosis: | |||||||||||||||
| Reserves at beginning of year | $ | 146.2 | $ | 88.4 | $ | 109.2 | $ | 70.2 | |||||||
| Loss and loss expenses incurred | 10.7 | 2.3 | 52.1 | 27.9 | |||||||||||
| Loss and loss adjustment expenses paid | 15.9 | 7.9 | 15.1 | 9.7 | |||||||||||
| Reserves at end of year | 140.9 | 82.8 | 146.2 | 88.4 | |||||||||||
| Environmental: | |||||||||||||||
| Reserves at beginning of year | 21.4 | 18.1 | 21.4 | 17.3 | |||||||||||
| Loss and loss expenses incurred | 5.8 | 5.4 | 1.3 | 1.2 | |||||||||||
| Loss and loss adjustment expenses paid | 5.4 | 5.0 | 1.3 | 0.4 | |||||||||||
| Reserves at end of year | 21.8 | 18.4 | 21.4 | 18.1 | |||||||||||
| Total asbestosis and environmental reserves | $ | 162.7 | $ | 101.3 | $ | 167.6 | $ | 106.5 |
Asbestosis and environmental (A&E) claim developments included in the general liability coverages above are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often workers' compensation, deemed assignable to the A&E category of losses. Except for a small portion 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 unaffiliated 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 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 analysis of an insurer's A&E loss reserve level, Old Republic's average five-year paid loss survival ratios stood at 7.8 years (gross) and 7.7 years (net of reinsurance) as of December 31, 2025, and 8.3 years (gross) and 8.4 years (net of reinsurance) as of December 31, 2024. Fluctuations in this ratio between years can be caused by the inconsistent payout patterns associated with these types of claims. For the five years ended December 31, 2025, incurred A&E claims and related loss settlement costs have averaged 0.6% of average annual Specialty Insurance loss and loss adjustment expenses.
Sales and General Expenses
The expense ratio for 2025 was elevated compared to 2024 but within expectations given the continued start-up costs of new operating companies and investments in personnel and information technology. Specialty Insurance has started up five new operating companies in the last four years that are not operating at full scale. Depending on the operating company, it can take three to five years before scale is achieved, and the operating company becomes accretive to earnings. In addition, Specialty Insurance is investing in modernizing core systems (policy administration, claims, billing, and data warehouse) at several operating companies. Some of these modernization projects have reached the point where the new core system has been put into production while the system being replaced remains in service for some period of time. The Company expects some level of these redundant costs to exist over the next few years, at which time expenses should decrease as the old systems are fully decommissioned. Additional information technology investments are also being made in data and analytics and artificial intelligence initiatives.
36
Title Insurance
| Summary Underwriting Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | |||||||||||||
| Revenues: | ||||||||||||||||||
| Net premiums earned | $ | 2,594.4 | $ | 2,334.6 | $ | 2,300.9 | 11.1 | % | 1.5 | % | ||||||||
| Title, escrow, and other fees | 264.1 | 284.4 | 261.8 | (7.1) | 8.6 | |||||||||||||
| Total premiums and fees | 2,858.6 | 2,619.1 | 2,562.8 | 9.1 | 2.2 | |||||||||||||
| Other income | 0.6 | 0.6 | 0.7 | (3.1) | (18.1) | |||||||||||||
| Expenses: | ||||||||||||||||||
| Loss and loss adjustment expenses | 62.2 | 46.1 | 48.7 | 35.0 | (5.4) | |||||||||||||
| Underwriting, acquisition, and other expenses: | ||||||||||||||||||
| Commissions | 1,784.8 | 1,601.2 | 1,608.1 | 11.5 | (0.4) | |||||||||||||
| Insurance taxes, licenses, and fees | 45.0 | 37.5 | 18.7 | 19.9 | 100.0 | |||||||||||||
| Subtotal | 1,829.9 | 1,638.7 | 1,626.8 | 11.7 | 0.7 | |||||||||||||
| General expenses | 897.1 | 855.1 | 812.4 | 4.9 | 5.3 | |||||||||||||
| Total underwriting, acquisition, and | ||||||||||||||||||
| other expenses | 2,727.0 | 2,493.8 | 2,439.3 | 9.3 | 2.2 | |||||||||||||
| Segment underwriting income | $ | 69.9 | $ | 79.7 | $ | 75.4 | (12.3) | % | 5.7 | % | ||||||||
| Loss ratio (a): | ||||||||||||||||||
| Current year | 3.4 | % | 3.4 | % | 3.7 | % | ||||||||||||
| Prior years | (1.2) | (1.6) | (1.8) | |||||||||||||||
| Total | 2.2 | 1.8 | 1.9 | |||||||||||||||
| Expense ratio | 95.4 | 95.2 | 95.2 | |||||||||||||||
| Combined ratio | 97.6 | % | 97.0 | % | 97.1 | % |
__________
(a) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.
Title Insurance experienced premium growth compared to last year, however, an elevated combined ratio reflects difficult market conditions, lower favorable reserve development, a litigation settlement expense, and the cyclical nature of this business.
Premiums & Fees
Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction 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. Title premium and fee revenues produced by independent title agents are recognized upon receipt, rather than making estimates that could be subject to significant variance from actual premium and fee production. Such receipts can result in up to a four-month lag relative to the effective date of the underlying title policy and are offset concurrently by production expenses and loss reserve provisions.
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||
| Direct Operations | 21.9 | % | 23.0 | % | 21.0 | % | |||
| Independent Title Agents | 78.1 | % | 77.0 | % | 79.0 | % |
37
Title Insurance net premiums and fees earned increased 9.1% in 2025. Both agency and directly produced premiums experienced double digit growth, driven by lower interest rates and strong commercial business production. Commercial premiums represented 26% of net premiums earned. Title, escrow, and other fees declined 7.1% as a result of the sale of certain technology platforms earlier in the year which was slightly offset by growth in escrow and closing service fees.
Loss and Loss Adjustment Expenses
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios for the periods reported. The Title Insurance loss ratios reflect a lower level of favorable prior year loss reserve development and consistent current year losses. The favorable development in 2025, primarily from years 2019-2022, was partially offset by unfavorable development from 2018, 2023, and 2024.
Sales and General Expenses
The 2025 expense ratio benefited from continued expense management, partially offset by higher agent commissions consistent with the higher level of agency business compared to the direct operation. In addition, the expense ratio for 2025 includes approximately $15 (0.5 points) in litigation settlement expenses.
FINANCIAL CONDITION
The resiliency of ORI’s business model rests on the 19 different P&C operating companies within Specialty Insurance and Title Insurance. Each operating company is a specialist, narrow and deep in their specialty niche, with a keen focus on service, including distribution, claims, underwriting, and risk control. They operate with autonomy and accountability, with the attendant benefits of diversification to manage risk. The portfolio of diverse specialty businesses is supported by a strong balance sheet, conservatively managed and reflected by an A+ rating from A.M. Best. ORI’s ongoing profitability and strong balance sheet has enabled the return of a record amount of capital to shareholders in recent years. With 7.3% insider ownership, ORI’s employees, officers, and directors are directly aligned with shareholder value creation.
| Balance Sheet Metrics and Performance Statistics | |||||||
|---|---|---|---|---|---|---|---|
| December 31: | 2025 | 2024 | |||||
| Total investments | $ | 16,839.0 | $ | 16,079.0 | |||
| Total assets | 29,862.7 | 27,843.1 | |||||
| Long-term debt | 1,589.9 | 1,588.7 | |||||
| Total liabilities | 23,934.2 | 22,224.1 | |||||
| Total shareholders' equity | 5,914.0 | 5,618.9 | |||||
| Book value per share | 24.21 | 22.84 | |||||
| Debt to equity ratio | 26.9 | % | 28.3 | % |
Total assets at December 31, 2025 increased 7.3% since year-end 2024, including an increase of 4.7% in total investments from strong operating cash flows and higher valuations, partially offset by the return of excess capital, including the $496.1 special dividend paid in the first quarter 2025. Total liabilities increased 7.7% since year-end 2024, including expected growth in insurance balances, a higher deferred income tax liability primarily related to higher valuations of investments, and similar dividend payable amounts in both years related to special dividends declared but unpaid. Shareholder's equity increased 5.3%, resulting in a debt to equity ratio of 26.9%.
ORI’s growth in book value per share including dividends is one of the various markers of performance and strength, calculated as the sum of the annual change in book value per share plus cash dividends declared. As shown in the tables below, this amounts to 22.0% for 2025, compared with 11.1% for 2024. The increase, in addition to strong dividends, was primarily due to strong net operating income and higher gains from the investment portfolio. The primary drivers and total of ORI’s growth in book value are shown in the tables below.
| Drivers of Growth in Book Value Including Dividends | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | ||||
| Net operating income | 14.1 | % | 13.3 | % | ||
| Realized investment gains | 2.8 | 1.2 | ||||
| Unrealized from changes in fair value of equity securities | 4.2 | 0.3 | ||||
| Other | 0.8 | (3.6) | ||||
| Total | 22.0 | % | 11.1 | % |
38
| Growth in Book Value Including Dividends | |||||||
|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2025 | 2024 | |||||
| End of period book value | $ | 24.21 | $ | 22.84 | |||
| Less beginning of period book value | 22.84 | 23.31 | |||||
| Change in book value | 1.37 | (0.47) | |||||
| Dividend declared to shareholders | (3.66) | (3.06) | |||||
| Total | $ | 5.03 | $ | 2.59 | |||
| Total from change in book value | 6.0 | % | (2.0) | % | |||
| Total from dividends declared to shareholders | 16.0 | 13.1 | |||||
| Total growth in book value including dividends | 22.0 | % | 11.1 | % |
Investment Portfolio
Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2025 and 2024, nearly all of the Company's investments consisted of marketable securities. The investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counterparty risk attributes. At December 31, 2025, the Company had no fixed income securities in default as to principal and/or interest.
Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, 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 fixed income 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 fixed income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income 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 fixed income 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 income securities. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements 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 income 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 fixed income portfolio 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 following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown.
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| Fixed Income Securities Stratified by Credit Quality (a) | ||||||
|---|---|---|---|---|---|---|
| December 31: | 2025 | 2024 | ||||
| Aaa | 1.1 | % | 18.0 | % | ||
| Aa | 23.1 | 9.4 | ||||
| A | 42.5 | 40.5 | ||||
| Baa | 32.3 | 30.7 | ||||
| Total investment grade | 99.0 | 98.6 | ||||
| Non-investment grade or non-rated issuers | 1.0 | 1.4 | ||||
| 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.
With approximately 99.0% and 98.6% of the Company's fixed income securities considered investment grade at December 31, 2025 and 2024, respectively, tight credit spreads have resulted in a preference toward purchases of higher rated securities in recent years. The shift in credit quality within investment grade securities from 2024 to 2025 is largely due to the downgrade of U.S. Treasury Notes by several major credit rating agencies during 2025. The Company primarily owns U.S. Treasury Notes to place on deposit with the states its insurance companies are licensed to conduct business.
| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Fixed Income Securities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |||||||||||
| Non-Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||||||||
| Basic Materials | $ | 43.6 | $ | 0.9 | $ | 0.1 | $ | 44.4 | |||||||
| Consumer, Cyclical | 41.1 | 0.1 | 0.9 | 40.3 | |||||||||||
| Industrial | 21.5 | 0.1 | 0.2 | 21.4 | |||||||||||
| Energy | 8.8 | — | — | 8.8 | |||||||||||
| Other (includes two industry groups) | 11.8 | 0.7 | 0.1 | 12.4 | |||||||||||
| Total | $ | 127.1 | $ | 2.0 | $ | 1.5 | $ | 127.6 | |||||||
| Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||||||||
| Consumer, Non-cyclical | $ | 2,273.9 | $ | 53.8 | $ | 1.8 | $ | 2,325.9 | |||||||
| Utilities | 2,272.5 | 53.2 | 7.0 | 2,318.8 | |||||||||||
| Government | 1,790.7 | 13.2 | 20.9 | 1,783.1 | |||||||||||
| Industrial | 1,648.5 | 42.1 | 2.1 | 1,688.5 | |||||||||||
| Financial | 1,578.4 | 38.0 | 1.4 | 1,615.0 | |||||||||||
| Consumer, Cyclical | 904.2 | 23.5 | 0.3 | 927.5 | |||||||||||
| Energy | 699.6 | 15.3 | 1.5 | 713.4 | |||||||||||
| Other (includes four industry groups) | 1,183.4 | 27.6 | 1.2 | 1,209.7 | |||||||||||
| Total | $ | 12,351.7 | $ | 267.1 | $ | 36.6 | $ | 12,582.1 |
In the above tables, the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment and not indicative of a deterioration of credit quality. Consistent with a lower interest rate environment, gross unrealized gains have increased while gross unrealized losses have decreased from 2024 to 2025.
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| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Equity Securities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | Cost | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |||||||||||
| Equity Securities by Industry Concentration: | |||||||||||||||
| Consumer, Non-cyclical | $ | 430.4 | $ | 222.6 | $ | 14.9 | $ | 638.1 | |||||||
| Utilities | 379.9 | 188.2 | 2.4 | 565.8 | |||||||||||
| Industrial | 213.6 | 314.0 | 4.0 | 523.6 | |||||||||||
| Energy | 137.8 | 105.7 | — | 243.5 | |||||||||||
| Consumer, Cyclical | 59.9 | 80.8 | — | 140.7 | |||||||||||
| Financial | 50.0 | 93.6 | — | 143.7 | |||||||||||
| Other (includes five industry groups) | 105.8 | 129.2 | 3.0 | 232.0 | |||||||||||
| Total | $ | 1,377.7 | $ | 1,134.4 | $ | 24.3 | $ | 2,487.7 |
The Company's equity portfolio consists primarily of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends. The Company's invested asset base in equity securities, as well as the corresponding gross unrealized gains and losses, have remained relatively consistent from 2024 to 2025.
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost | Gross Unrealized Losses | |||||||||||||||
| December 31, 2025 | All | Non-Investment Grade Only | All | Non- Investment Grade Only | ||||||||||||
| Maturity Ranges: | ||||||||||||||||
| Due in one year or less | $ | 422.7 | $ | 5.9 | $ | 1.8 | $ | — | ||||||||
| Due after one year through five years | 1,102.4 | 40.1 | 26.0 | 0.6 | ||||||||||||
| Due after five years through ten years | 849.6 | 21.7 | 9.3 | 0.8 | ||||||||||||
| Due after ten years | 101.1 | — | 0.9 | — | ||||||||||||
| Total | $ | 2,476.0 | $ | 67.8 | $ | 38.1 | $ | 1.5 |
Total gross unrealized losses on all fixed income securities dropped 76.7% from 2024 to 2025. This decrease is evident across all maturity categories, with the most pronounced improvement in fixed income securities with maturities of greater than five years. This aligns with the duration profile of the portfolio, where longer-dated securities are typically more sensitive to changes in interest rates.
Actual maturities may differ from contractual maturities due to rights to call or prepay obligations.
| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Gross Unrealized Losses | |||||||||||||||||
| December 31, 2025 | Less than 20% of Cost | 20% to 50% of Cost | More than 50% of Cost | Total Gross Unrealized Loss | |||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| One to six months | $ | 5.3 | $ | — | $ | — | $ | 5.3 | |||||||||
| Seven to twelve months | — | — | — | — | |||||||||||||
| More than twelve months | 32.7 | — | — | 32.7 | |||||||||||||
| Total | $ | 38.1 | $ | — | $ | — | $ | 38.1 |
In the above tables, the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment and not indicative of a deterioration of credit quality.
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| Age Distribution of Fixed Income Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31: | 2025 | 2024 | ||||||
| Maturity Ranges: | ||||||||
| Due in one year or less | 10.9 | % | 11.9 | % | ||||
| Due after one year through five years | 46.6 | 47.9 | ||||||
| Due after five years through ten years | 38.9 | 37.4 | ||||||
| Due after ten years through fifteen years | 3.5 | 2.7 | ||||||
| Due after fifteen years | 0.1 | 0.1 | ||||||
| Total | 100.0 | % | 100.0 | % | ||||
| Average Maturity in Years | 4.6 | 4.5 | ||||||
| Duration | 3.9 | 3.8 |
The slight shift to fixed income securities with longer maturities is a result of investing opportunistically with heavy consideration given to asset-liability matching. Average maturity in years provides insight into the duration profile of the fixed income portfolio by measuring the weighted-average time until principal is repaid. Average maturity remained relatively unchanged from 2024 to 2025, indicating that reinvestment activity continued to focus on securities with similar maturities.
Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.9 as of December 31, 2025 implies that a 100-basis point parallel increase in interest rates from current levels would result in a decline in the fair value of the fixed income investment portfolio of approximately 3.9%.
Liquidity and Capital Resources
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 and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on year-end 2025 data, the maximum amount of dividends that can be paid to the parent company by its insurance and a small number of non-insurance company subsidiaries during 2026 without prior approval of appropriate regulatory authorities is approximately $984.8. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operations.
Old Republic's total capitalization of $7,503.9 at December 31, 2025 consisted of debt of $1,589.9 and shareholders' equity of $5,914.0. Changes in the ORI shareholders' equity account reflect primarily net operating income, realized and unrealized gains (losses), dividend payments to shareholders, and share repurchases for the year then ended. At December 31, 2025, the Company's consolidated debt to equity ratio was 26.9%. The Company has adequate sources of liquidity available to retire the Senior Notes maturing in August 2026 in the event that market conditions are not favorable to refinancing.
Old Republic has paid a regular cash dividend without interruption since 1942 (84 years), and it has raised the regular annual cash dividend for each of the past 44 years. The dividend amount is reviewed and approved by the Board of Directors quarterly and annually. In establishing each year's regular cash dividend, the Company does not follow a strict formulaic approach, and favors an increasing dividend amount largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's regular dividend 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 earnings for the five to ten most recent calendar years, the amount of stock repurchases, and management's long-term expectations for the Company's consolidated business. Over the last several years, the Company has repurchased significant amounts of its outstanding shares, and the Board of Directors decided to increase regular cash dividends accordingly.
During 2025, the Company returned capital to shareholders of $1,022.2, comprised of $897.4 in dividends and $124.7 in share repurchases (3.2 million shares at an average price of $38.71 per share). Following the close of the year and through February 19, 2026, the Company repurchased 1.6 million additional shares for $66.6 (average price of $40.13), leaving $40.0 remaining under the March 1, 2024 authorization (the 2024 authorization). On August 19, 2025, the Company announced a share repurchase program authorizing the repurchase of up to an additional $750.0 in shares of the Company's common stock, which will commence immediately following the completion of the 2024 authorization, resulting in a cumulative $790.0 remaining under the current authorizations. The repurchase programs are intended to comply with Rule 10b-18 and have no expiration date, do not require the purchase of any minimum number of shares and can be suspended, modified or discontinued at any time without prior notice. Old Republic may also periodically repurchase shares pursuant to written, pre-arranged Rule 10b5-1 plans. The Company's Board of Directors also declared special cash dividends of $2.50 per share in December 2025 (paid on January 14, 2026) and $2.00 per share in December 2024 (paid on January 15, 2025). In reaching a decision to authorize the share repurchase programs and/or special dividends, the Board of Directors evaluates such factors as the current and
42
foreseeable liquidity and capital needs of the parent holding company and its operating companies. Capital needs are estimated based on many factors including statutory requirements of the Company's insurance company subsidiaries (largely based on risk-based capital requirements, reserves to surplus ratios, and premiums to surplus ratios), internal enterprise risk management metrics that measure balance sheet risks against the Company's risk tolerances (including various stress tests), and capital required to maintain the current rating agency ratings.
Other Assets
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.
Contractual Obligations
The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2025:
| 2026 | 2027 and2028 | 2029 and2030 | 2031 andAfter | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations: | ||||||||||||||||||
| Debt | $ | 550.0 | $ | — | $ | — | $ | 1,050.0 | $ | 1,600.0 | ||||||||
| Interest on Debt | 69.3 | 96.0 | 96.0 | 593.5 | 854.9 | |||||||||||||
| Operating Leases | 52.3 | 80.5 | 49.7 | 59.3 | 242.0 | |||||||||||||
| Loss and Loss Adjustment Reserves (a) | 3,634.5 | 4,308.1 | 1,958.9 | 4,874.1 | 14,775.7 | |||||||||||||
| Total | $ | 4,306.2 | $ | 4,484.7 | $ | 2,104.7 | $ | 6,576.9 | $ | 17,472.7 |
__________
(a) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.
Reinsurance Programs
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.
The following table displays the Company's Specialty Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2025.
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| % of Total | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A.M. | Reinsurance Recoverable | Total | Consolidated | |||||||||||||||
| Best | on Paid | on Loss | Exposure | Reinsured | ||||||||||||||
| Reinsurer | Rating | Losses | Reserves | to Reinsurer | Liabilities | |||||||||||||
| Day One Insurance, Inc. | Unrated | $ | — | $ | 1,585.4 | $ | 1,585.4 | 24.0 | % | |||||||||
| Hannover Ruckversicherungs | A+ | 34.7 | 569.6 | 604.4 | 9.2 | |||||||||||||
| Archway Insurance, Ltd. | Unrated | 2.3 | 596.3 | 598.7 | 9.1 | |||||||||||||
| Endurance Assurance Corporation | A+ | 14.0 | 304.9 | 319.0 | 4.8 | |||||||||||||
| Summit Insurance, Ltd. | Unrated | — | 311.6 | 311.6 | 4.7 | |||||||||||||
| Munich Re America, Inc. | A+ | 24.6 | 191.0 | 215.6 | 3.3 | |||||||||||||
| ARU SPC, Ltd. | Unrated | 2.5 | 175.2 | 177.8 | 2.7 | |||||||||||||
| Partner Reinsurance Company | A+ | 8.2 | 143.9 | 152.2 | 2.3 | |||||||||||||
| Catalyst Insurance, Ltd. | Unrated | 1.4 | 149.5 | 151.0 | 2.3 | |||||||||||||
| National WC Reinsurance Pool | Industry Pool | 17.8 | 131.9 | 149.8 | 2.3 | |||||||||||||
| $ | 106.0 | $ | 4,159.8 | $ | 4,265.9 | 64.6 | % |
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid losses and unearned premium reserves. Such reinsurance balances recoverable from nonadmitted foreign and certain other reinsurers, such as captive insurance companies owned by insureds or business producers, are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Collateral levels for balances or credits arising from retrospectively rated, high deductible, or contractual liability policies are determined based on an insured's estimated losses, as well as a credit analysis and evaluation of financial strength. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized because reinsurance, retrospectively rated, high deductible, and contractual liability policies do not relieve Old Republic from its obligations to insureds or their beneficiaries.
Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk-sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, Specialty Insurance secures reinsurance protection on property and liability coverages to mitigate net losses above: $10.0 for workers' compensation; $8.5 for commercial auto liability; $8.5 for general liability; $9.0 for D&O; $3.4 for aviation; and $25.0 for property coverages. The majority of residential title policies issued by Title Insurance are less than $1.0. Effective January 1, 2026, given Title Insurance's increased appetite to write larger commercial title policies, reinsurance was secured to mitigate net losses above $25.0, covering all policies in force at the effective date and those subsequently issued over the term of the contract.
The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company therefore became fully exposed to such claims. The Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA) were subsequently placed into law and serve as a federal reinsurance program administered by the Secretary of the Treasury. This legislation requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies (excluding such coverages as commercial auto, burglary and theft, professional liability, and farmowners multi-peril insurance) and also provides for temporary reinsurance protection through December 31, 2027.
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Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. The program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2025. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.
| CRITICAL ACCOUNTING ESTIMATE - ESTABLISHMENT OF RESERVES FOR |
|---|
| LOSSES AND LOSS ADJUSTMENT EXPENSES |
The Company's annual 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 such as Old Republic is by its very nature highly dynamic because 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.
Changes in estimates generally result from altered circumstances, newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that changes in estimates will have on its future financial condition or results of operations.
Old Republic believes that its most critical accounting estimate relates to the establishment of reserves for losses and loss adjustment expenses. The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including those incurred but not reported (IBNR). The establishment of loss reserves 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; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs and the resulting changes in estimates are recorded in operations of the periods during which they are made. Increases to reserves for insured events of prior years estimates are referred to as unfavorable development, whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.
Most of Old Republic's consolidated loss and loss adjustment expense reserves stem from its Specialty Insurance business. At December 31, 2025, such reserves accounted for 96.3% and 93.4% of consolidated gross and net of reinsurance reserves, respectively, while comparable reserves at December 31, 2024 represented 95.8% and 92.7% of the respective consolidated amounts.
The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's Specialty Insurance operations encompass a large variety of coverages or classes of predominantly commercial insurance; it does not have a meaningful exposure to homeowners or private passenger auto insurance. 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 from 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 E&O, D&O or transactional risk liability coverages are usually not prone to immediate evaluation or quantification because such claims may be litigated over several years and their ultimate costs may be affected by judge or jury verdicts. Approximately 86% of the Specialty Insurance's loss 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 D&O liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized directly when setting reserves, rather actuarial modeling creates data points that inform management's estimates. 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 analysis of historical data. Favorable or unfavorable developments of prior year reserves 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.
45
Aggregate loss reserves consist of estimates for claims and allocated loss adjustment expenses that have been reported (case) to the Company and reserves for claims and allocated loss adjustment expenses that have been incurred but not yet reported (IBNR) 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.
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 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 underwritten jointly for many customers. For certain long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, D&O 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 held for the two to five most recent accident years depending on the individual class or category of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. As actual claims data emerges in succeeding interim and annual periods, 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 loss 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.
As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:
•Holding expected loss ratios for the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial auto liability, general liability, E&O and D&O liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 93.0% and 94.2%, and averaged 93.8% of gross consolidated loss reserves as of the three most recent year-ends. Net of reinsurance recoverables, such reserves ranged between 93.2% and 94.9% and averaged 94.0% as of the same dates.
•Loss trends that are considered when establishing the above noted expected loss ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected loss ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.
•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.
Volatility of Reserve Estimates and Sensitivity
There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:
Specialty Insurance net loss reserves can be affected by actual experience differing from expectations related to the:
46
•Frequency of claims incurred but not reported;
•Effect of reserve discounts applicable to certain workers' compensation claims;
•Severity of litigated claims;
•Governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims;
•Inflation rates applicable to repairs and the medical benefits portion of claims; and
•Emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.
Title Insurance loss reserve levels can be impacted by such developments as:
•Loan refinancing activity, the effect of which can be to change the expected period during which title policies remain exposed to loss emergence; and
•Changes in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.
With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted by:
•Medical care cost inflation;
•Frequency and severity of claims; and
•Catastrophic events where there are concentrations of insured lives.
Consolidated loss costs developed favorably in the three most recent calendar years. This development had the effect of reducing consolidated annual loss costs for the three most recent years within a range of 4.8% and 10.6%, or by an average of approximately 6.9% per year. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between 2.2% and 4.6%, and have averaged 3.0%.
The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2025 has ranged from 2.5% favorable to 17.4% favorable and averaged 12.5% favorable (approximately $1,046.1 based on current year ending reserves). Given the long tail associated with most of the Company’s lines of business, this loss reserve development has occurred over many years. The consolidated one-year development on prior year loss reserves over the past ten years through December 31, 2025 has ranged from 0.5% favorable to 4.3% favorable and averaged 2.4% favorable (approximately $198.2 based on current year ending reserves). Management does not have a practical business reason for making projections of likely outcomes of future loss developments. Further, the analysis and evaluation of the existing business mix, the natural offset effects of the Company's diverse coverage, current aggregate loss reserve levels, and loss development patterns suggest these historical outcomes are illustrative of the reasonable likelihood of how 2025 year-end loss reserves could ultimately develop. The most significant factors impacting the potential reserve development for each of the Company's insurance segments are discussed above.
The current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using the historical outcomes presented above provides a reasonable range of cumulative and one-year reserve development for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2025.
47
FORWARD-LOOKING STATEMENTS
Reference is here made to "Segment Information" appearing elsewhere herein.
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. These forward-looking statements generally include words such as "expect," "predict," "estimate," "will," "should," "anticipate," "believe," and similar expressions. Any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance.
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.
Old Republic's Specialty Insurance segment results can be affected by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors; general economic considerations, including the levels of investment yields, inflation rates, and the impacts of tariffs; periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, and work-related injuries; claims development and the impact on loss reserves; adequacy and availability of reinsurance; uncertainties in underwriting and pricing risks; and unanticipated external events. Old Republic's Title Insurance segment 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, and employment trends. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations 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, the levels of investments held, and period-to-period variations in the costs of administering the Company's widespread operations. In addition, results could be particularly affected by technology and security breaches or failures, including cybersecurity incidents.
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 and the various risks, uncertainties, and other factors that are included from time to time in other Securities and Exchange Commission filings.
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.
48
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000074260-25-000042.
Item 7 - Management Analysis of Financial Position and Results of Operations
($ 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 a number of regulated insurance company subsidiaries organized into two reportable segments: Specialty Insurance (formerly referred to as General Insurance) and Title Insurance. Effective as of year-end 2024, the Company renamed its reportable segment formerly referred to as "General Insurance" to "Specialty Insurance." Management believes this name more appropriately reflects Old Republic's specialty P&C strategy, with 17 underwriting businesses focused on unique niche markets with specialized distribution, underwriting, claims, and risk control models. The Republic Financial Indemnity Group (RFIG) Run-off business through the effective date of its sale of May 31, 2024 (see Note 2 in the Notes to Consolidated Financial Statements for further discussion) and a small life and accident insurance business together accounting for 0.3% of consolidated operating revenues for the year ended December 31, 2024, and 0.5% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.
The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (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 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. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
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 generally 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 and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation.
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 capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of 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 primary 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 income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
This management analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.
22
EXECUTIVE SUMMARY
Commentary within this Executive Summary provides management’s high level overview with a focus on current period results as compared to the immediately preceding year. For additional detail on these trends and all comparative year periods presented, refer to the detailed management analysis that follows.
Old Republic International Corporation reported the following consolidated results for the year ended December 31, 2024:
•Net income per diluted share of $3.24, compared to $2.10 last year.
•Net operating income (net income excluding investment gains or losses) per diluted share of $3.03, compared to $2.63 last year.
•Consolidated pretax operating income of $999.8, compared to $938.4 last year.
•Consolidated net premiums and fees earned increased 9.0%.
•Net investment income increased 16.4%.
•Consolidated combined ratio of 93.9%, compared to 92.6% last year.
•Favorable loss reserve development of 2.2 points, compared to 4.6 points last year.
•Total capital returned to shareholders of $1,708.
•Book value per share of $22.84, which inclusive of dividends declared (including a special cash dividend of $2.00 per share), was up 11.1% since year-end 2023.
| OVERALL RESULTS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2024 | 2023 | 2022 | |||||||||
| Pretax income | $ | 1,069.7 | $ | 747.4 | $ | 857.4 | ||||||
| Pretax investment gains (losses) | 69.9 | (190.9) | (201.1) | |||||||||
| Pretax income excluding investment gains (losses) | $ | 999.8 | $ | 938.4 | $ | 1,058.6 | ||||||
| Net income | $ | 852.7 | $ | 598.6 | $ | 686.4 | ||||||
| Net of tax investment gains (losses) | 55.7 | (150.8) | (158.6) | |||||||||
| Net income excluding investment gains (losses) | $ | 797.0 | $ | 749.5 | $ | 845.1 | ||||||
| Combined ratio | 93.9 | % | 92.6 | % | 91.0 | % | ||||||
| PER DILUTED SHARE | ||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | |||||||||
| Net income | $ | 3.24 | $ | 2.10 | $ | 2.26 | ||||||
| Net of tax investment gains (losses) | 0.21 | (0.53) | (0.53) | |||||||||
| Net income excluding investment gains (losses) | $ | 3.03 | $ | 2.63 | $ | 2.79 | ||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | ||||||||||||
| December 31: | 2024 | 2023 | ||||||||||
| Total | $ | 5,618.9 | $ | 6,410.7 | ||||||||
| Per common share | $ | 22.84 | $ | 23.31 |
23
Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the insurance underwriting subsidiaries' obligations. Therefore, the evaluation of periodic and long-term results excludes consideration of all investment gains (losses). Under GAAP, however, net income, inclusive of investment gains (losses), is the measure of total profitability.
In management's opinion, the focus on income excluding investment gains (losses), also described herein as operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.
| FINANCIAL HIGHLIGHTS | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | ||||||||||||
| SUMMARY INCOME STATEMENTS: | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums and fees earned | $ | 7,310.8 | $ | 6,707.7 | $ | 7,675.3 | 9.0 | % | (12.6) | % | |||||||
| Net investment income | 673.1 | 578.3 | 459.5 | 16.4 | 25.8 | ||||||||||||
| Other income | 177.6 | 163.1 | 149.9 | 8.9 | 8.8 | ||||||||||||
| Total operating revenues | 8,161.6 | 7,449.3 | 8,284.9 | 9.6 | (10.1) | ||||||||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 94.3 | (21.4) | 62.2 | ||||||||||||||
| Realized from sale of mortgage insurance business | (5.4) | (45.6) | — | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (18.9) | (123.9) | (263.4) | ||||||||||||||
| Total net investment gains (losses) | 69.9 | (190.9) | (201.1) | ||||||||||||||
| Total revenues | 8,231.5 | 7,258.3 | 8,083.7 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | 3,048.0 | 2,596.6 | 2,440.2 | 17.4 | 6.4 | ||||||||||||
| Underwriting, acquisition, and other expenses | 4,036.4 | 3,843.6 | 4,719.2 | 5.0 | (18.6) | ||||||||||||
| Interest and other expenses | 77.3 | 70.5 | 66.7 | 9.6 | 5.7 | ||||||||||||
| Total expenses | 7,161.7 | 6,510.8 | 7,226.3 | 10.0 | % | (9.9) | % | ||||||||||
| Pretax income | 1,069.7 | 747.4 | 857.4 | ||||||||||||||
| Income taxes | 216.9 | 148.7 | 170.9 | ||||||||||||||
| Net income | $ | 852.7 | $ | 598.6 | $ | 686.4 | |||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||
| Components of net income per share: | |||||||||||||||||
| Basic net income excluding investment gains (losses) | $ | 3.09 | $ | 2.65 | $ | 2.80 | 16.6 | % | (5.4) | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains (losses) | 0.27 | (0.19) | 0.17 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.06) | (0.34) | (0.69) | ||||||||||||||
| Basic net income | $ | 3.30 | $ | 2.12 | $ | 2.28 | |||||||||||
| Diluted net income excluding investment gains (losses) | $ | 3.03 | $ | 2.63 | $ | 2.79 | 15.2 | % | (5.7) | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains (losses) | 0.27 | (0.19) | 0.16 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.06) | (0.34) | (0.69) | ||||||||||||||
| Diluted net income | $ | 3.24 | $ | 2.10 | $ | 2.26 | |||||||||||
| Cash dividends declared on common stock | $ | 3.06 | $ | 0.98 | $ | 1.92 |
24
The information presented in the following table highlights the most meaningful indicators of ORI's segmented and consolidated financial performance. The information underscores the performance of the Company's underwriting subsidiaries, as well as the sound investment of their capital and underwriting cash flows.
| Sources of Consolidated Income | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | ||||||||||||||
| Net premiums and fees earned: | |||||||||||||||||||
| Specialty Insurance | $ | 4,677.0 | $ | 4,119.2 | $ | 3,808.6 | 13.5 | % | 8.2 | % | |||||||||
| Title Insurance | 2,619.1 | 2,562.8 | 3,833.8 | 2.2 | (33.2) | ||||||||||||||
| Corporate & Other | 14.6 | 25.6 | 32.9 | (42.8) | (22.1) | ||||||||||||||
| Consolidated | $ | 7,310.8 | $ | 6,707.7 | $ | 7,675.3 | 9.0 | % | (12.6) | % | |||||||||
| Underwriting income (loss): (a) | |||||||||||||||||||
| Specialty Insurance | $ | 364.0 | $ | 406.0 | $ | 400.9 | (10.3) | % | 1.3 | % | |||||||||
| Title Insurance | 79.7 | 75.4 | 261.3 | 5.7 | (71.1) | ||||||||||||||
| Corporate & Other | (39.8) | (50.8) | 3.5 | 21.8 | N/M | ||||||||||||||
| Consolidated | $ | 404.0 | $ | 430.6 | $ | 665.8 | (6.2) | % | (35.3) | % | |||||||||
| Consolidated combined ratio: | |||||||||||||||||||
| Loss ratio: | |||||||||||||||||||
| Current year | 43.9 | % | 43.3 | % | 35.5 | % | |||||||||||||
| Prior years | (2.2) | (4.6) | (3.7) | ||||||||||||||||
| Total | 41.7 | 38.7 | 31.8 | ||||||||||||||||
| Expense ratio | 52.2 | 53.9 | 59.2 | ||||||||||||||||
| Combined ratio | 93.9 | % | 92.6 | % | 91.0 | % | |||||||||||||
| Net investment income: | |||||||||||||||||||
| Specialty Insurance | $ | 546.5 | $ | 462.7 | $ | 358.0 | 18.1 | % | 29.3 | % | |||||||||
| Title Insurance | 63.2 | 57.0 | 47.9 | 10.8 | 18.9 | ||||||||||||||
| Corporate & Other | 63.3 | 58.5 | 53.5 | 8.2 | 9.2 | ||||||||||||||
| Consolidated | $ | 673.1 | $ | 578.3 | $ | 459.5 | 16.4 | % | 25.8 | % | |||||||||
| Interest and other expenses (income): | |||||||||||||||||||
| Specialty Insurance | $ | 62.3 | $ | 80.9 | $ | 69.1 | |||||||||||||
| Title Insurance | (1.1) | (1.0) | 0.4 | ||||||||||||||||
| Corporate & Other (b) | 16.1 | (9.3) | (2.8) | ||||||||||||||||
| Consolidated | $ | 77.3 | $ | 70.5 | $ | 66.7 | 9.6 | % | 5.7 | % | |||||||||
| Pretax income excluding investment gains (losses): | |||||||||||||||||||
| excluding investment gains: | |||||||||||||||||||
| Specialty Insurance | $ | 848.3 | $ | 787.8 | $ | 689.8 | 7.7 | % | 14.2 | % | |||||||||
| Title Insurance | 144.1 | 133.5 | 308.8 | 7.9 | (56.7) | ||||||||||||||
| Corporate & Other | 7.3 | 16.9 | 59.9 | (56.5) | (71.7) | ||||||||||||||
| Consolidated | 999.8 | 938.4 | 1,058.6 | 6.5 | % | (11.4) | % | ||||||||||||
| Income taxes | 202.7 | 188.8 | 213.4 | ||||||||||||||||
| Net income excluding investment | |||||||||||||||||||
| gains (losses) | 797.0 | 749.5 | 845.1 | 6.3 | % | (11.3) | % | ||||||||||||
| Consolidated pretax investment gains (losses): | |||||||||||||||||||
| Realized from actual transactions and impairments | 94.3 | (21.4) | 62.2 | ||||||||||||||||
| Realized from sale of mortgage insurance business | (5.4) | (45.6) | — | ||||||||||||||||
| Unrealized from changes in fair value of equity securities | (18.9) | (123.9) | (263.4) | ||||||||||||||||
| Total | 69.9 | (190.9) | (201.1) | ||||||||||||||||
| Income taxes (credits) | 14.2 | (40.0) | (42.5) | ||||||||||||||||
| Net of tax investment gains (losses) | 55.7 | (150.8) | (158.6) | ||||||||||||||||
| Net income | $ | 852.7 | $ | 598.6 | $ | 686.4 |
(a) Includes insurance-related services.
(b) Includes consolidation/elimination entries.
25
Specialty Insurance Segment Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | |||||||||||||
| Net premiums written | $ | 5,030.5 | $ | 4,356.3 | $ | 3,978.2 | 15.5 | % | 9.5 | % | ||||||||
| Net premiums earned | 4,677.0 | 4,119.2 | 3,808.6 | 13.5 | 8.2 | |||||||||||||
| Net investment income | 546.5 | 462.7 | 358.0 | 18.1 | 29.3 | |||||||||||||
| Other income | 177.0 | 162.2 | 148.9 | 9.1 | 8.9 | |||||||||||||
| Operating revenues | 5,400.6 | 4,744.3 | 4,315.6 | 13.8 | 9.9 | |||||||||||||
| Loss and loss adjustment expenses | 2,999.1 | 2,553.3 | 2,364.6 | 17.5 | 8.0 | |||||||||||||
| Underwriting, acquisition, and other expenses | 1,490.8 | 1,322.2 | 1,192.0 | 12.7 | 10.9 | |||||||||||||
| Interest and other expenses | 62.3 | 80.9 | 69.1 | (22.9) | 17.0 | |||||||||||||
| Operating expenses | 4,552.3 | 3,956.4 | 3,625.8 | 15.1 | 9.1 | |||||||||||||
| Segment pretax operating income | $ | 848.3 | $ | 787.8 | $ | 689.8 | 7.7 | % | 14.2 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 66.4 | % | 67.7 | % | 67.2 | % | ||||||||||||
| Prior years | (2.3) | (5.7) | (5.1) | |||||||||||||||
| Total | 64.1 | 62.0 | 62.1 | |||||||||||||||
| Expense ratio | 28.1 | 28.2 | 27.4 | |||||||||||||||
| Combined ratio | 92.2 | % | 90.2 | % | 89.5 | % |
Specialty Insurance net premiums earned increased 13.5% in 2024, driven by a combination of premium rate increases, high renewal retention ratios, and new business production. The growth includes contributions from recently established insurance underwriting subsidiaries, including Old Republic Accident & Health's first premium production coming in the fourth quarter. Premium growth was most pronounced within commercial auto, property, and general liability. Public directors and officers (D&O) and transactional risk premiums (included within financial indemnity) declined throughout the year, largely due to market conditions and exiting the transactional risk business that produced $19.4 of net premiums earned in 2024. Commercial auto, general liability, and property continued to achieve strong rate increases, while rate declines continued in public D&O and workers' compensation.
The net investment income increase was primarily driven by higher investment yields earned, along with contributions from a higher invested asset base.
Overall, the 2024 loss ratios for Specialty Insurance reflect favorable prior year loss reserve development coming predominately from workers' compensation, commercial auto, and property coverages, however to a lesser degree than the levels experienced in 2023 and 2022. The 2024 favorable development was partially offset by unfavorable development from general liability and transactional risk. The current year loss ratio improved due primarily to favorable trends in workers' compensation and commercial auto. The expense ratios are in line with expectations and generally reflect the benefit from scale, offset by costs incurred to start-up new underwriting subsidiaries and invest in information technology.
Together, these factors produced highly profitable combined ratios and strong pretax operating income for 2024. For Specialty Insurance, we target combined ratios between 90% and 95% over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly given the long claim payment patterns associated with the business.
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Title Insurance Segment Operating Results
| % Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | ||||||||||||
| Net premiums and fees earned | $ | 2,619.1 | $ | 2,562.8 | $ | 3,833.8 | 2.2 | % | (33.2) | % | |||||||
| Net investment income | 63.2 | 57.0 | 47.9 | 10.8 | 18.9 | ||||||||||||
| Other income | 0.6 | 0.7 | 0.9 | (18.1) | (15.4) | ||||||||||||
| Operating revenues | 2,682.9 | 2,620.6 | 3,882.7 | 2.4 | (32.5) | ||||||||||||
| Loss and loss adjustment expenses | 46.1 | 48.7 | 89.1 | (5.4) | (45.3) | ||||||||||||
| Underwriting, acquisition, and other expenses | 2,493.8 | 2,439.3 | 3,484.2 | 2.2 | (30.0) | ||||||||||||
| Interest and other expenses (income) | (1.1) | (1.0) | 0.4 | (11.3) | N/M | ||||||||||||
| Operating expenses | 2,538.8 | 2,487.0 | 3,573.8 | 2.1 | (30.4) | ||||||||||||
| Segment pretax operating income | $ | 144.1 | $ | 133.5 | $ | 308.8 | 7.9 | % | (56.7) | % | |||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.4 | % | 3.7 | % | 3.6 | % | |||||||||||
| Prior years | (1.6) | (1.8) | (1.3) | ||||||||||||||
| Total | 1.8 | 1.9 | 2.3 | ||||||||||||||
| Expense ratio | 95.2 | 95.2 | 90.9 | ||||||||||||||
| Combined ratio | 97.0 | % | 97.1 | % | 93.2 | % |
Title Insurance net premiums and fees earned increased by 2.2% in 2024. Directly produced revenues grew in 2024, while agency produced revenues, which are reported on a lag, came in relatively flat for 2024. Commercial premiums were generally flat for 2024, and represent approximately 22% of net premiums earned in 2024 and 2023.
Net investment income increased, reflecting higher investment yields earned partially offset by a lower invested asset base.
The loss ratios for Title Insurance reflect relatively consistent levels of favorable prior year loss reserve development in 2024 and 2023. For 2024, the current year loss ratio improved, driven by favorable claim trends.
Title Insurance expense ratios reflect the impact of a $17.2 state sales tax assessment paid and expensed in the fourth quarter of 2022 and subsequently recovered and taken into income in 2023. The assessment increased the 2022 expense ratio by 0.5 percentage points, and its recovery reduced the 2023 expense ratio by 0.7 percentage points. Excluding the impacts of the sales tax assessment, the expense ratios improved as a result of expense management and scale, most notably in the segment's direct operations.
Together, these factors produced higher pretax operating income for 2024.
27
Corporate & Other Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | |||||||||||||
| Net premiums earned | $ | 14.6 | $ | 25.6 | $ | 32.9 | (42.8) | % | (22.1) | % | ||||||||
| Net investment income | 63.3 | 58.5 | 53.5 | 8.2 | 9.2 | |||||||||||||
| Operating revenues | 77.9 | 84.2 | 86.5 | (7.5) | (2.7) | |||||||||||||
| Benefits, loss and loss adjustment expenses | 2.6 | (5.4) | (13.4) | 149.4 | 59.6 | |||||||||||||
| Insurance expenses | 7.6 | 16.1 | 15.6 | (52.3) | 3.0 | |||||||||||||
| Corporate, interest, and other expenses - net | 60.1 | 56.6 | 24.4 | 6.3 | 131.7 | |||||||||||||
| Operating expenses | 70.5 | 67.3 | 26.6 | 4.8 | 152.8 | |||||||||||||
| Corporate & Other pretax operating income | $ | 7.3 | $ | 16.9 | $ | 59.9 | (56.5) | % | (71.7) | % |
Corporate & Other includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments. Corporate & Other tends to produce highly variable results stemming from volatility inherent in the lack of scale. Net investment income in 2024 reflects the impact of higher investment yields earned, offset slightly by a declining invested asset base which was impacted by share repurchase activity, the sale of the RFIG Run-off business, and the timing of debt issuance and repayment activity. Corporate expenses in 2024 reflect an increase in interest costs associated with the 5.750% Senior Notes issued in March 2024. In addition, 2023 expenses include a one-time charge of $10.7 relating to changes in the structure of a company benefit plan.
Investments
As of December 31, 2024, the consolidated investment portfolio reflected an allocation of approximately 84% to fixed income securities (bonds and notes) and short-term investments, and 16% to equity securities (common and preferred stock). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits among the insurance underwriting subsidiaries. The realized investment gains recognized during 2024 are reflective of these initiatives, along with tax planning and interest rate environment considerations. The fixed income portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities of the fixed income securities are matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
Old Republic’s investment portfolio is focused on ensuring solid funding of the insurance underwriting subsidiaries' obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. Old Republic performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the Company's financial strength.
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Shareholders' Equity Per Share
Changes in shareholders' equity per share are reflected in the following table. As shown, these changes resulted mostly from net operating income, realized and unrealized investment gains (losses), and dividends to shareholders declared during the year.
| Shareholders' Equity Per Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| 2024 | 2023 | 2022 | ||||||||
| Beginning balance | $ | 23.31 | $ | 21.07 | $ | 22.77 | ||||
| Changes in shareholders' equity: | ||||||||||
| Net income excluding net investment gains (losses) | 3.09 | 2.65 | 2.80 | |||||||
| Net of tax realized investment gains (losses) | 0.27 | (0.19) | 0.17 | |||||||
| Net of tax unrealized investment gains (losses): | ||||||||||
| Fixed income securities | 0.12 | 1.31 | (2.18) | |||||||
| Equity securities | (0.06) | (0.34) | (0.69) | |||||||
| Total net of tax realized and unrealized | ||||||||||
| investment gains (losses) | 0.33 | 0.78 | (2.70) | |||||||
| Cash dividends | (3.06) | (0.98) | (1.92) | |||||||
| Other - net | (0.83) | (0.21) | 0.12 | |||||||
| Net change | (0.47) | 2.24 | (1.70) | |||||||
| Ending balance | $ | 22.84 | $ | 23.31 | $ | 21.07 | ||||
| Percentage change for the period | (2.0) | % | 10.6 | % | (7.5) | % | ||||
| Percentage change for the period, inclusive of cash dividends | 11.1 | % | 15.3 | % | 0.9 | % |
Total capital returned to shareholders during 2024 was $1,708, comprised of $766 in dividends, and $942 in share repurchases. Changes in shareholders' equity per share for 2024 and 2022 include the impact of special cash dividends of $2.00 per share in December 2024 (paid on January 15, 2025) and $1.00 per share in August 2022 (paid on September 15, 2022).
29
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.
RESULTS OF OPERATIONS
Consolidated Overview
Premiums & Fees
The major sources of Old Republic's consolidated net earned premiums and fees for the periods shown were as follows:
| Net Earned Premiums and Fees | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||||
| Specialty Insurance | $ | 4,677.0 | $ | 4,119.2 | $ | 3,808.6 | |||||
| Title Insurance | 2,619.1 | 2,562.8 | 3,833.8 | ||||||||
| Corporate & Other | 14.6 | 25.6 | 32.9 | ||||||||
| Total | $ | 7,310.8 | $ | 6,707.7 | $ | 7,675.3 | |||||
| Percentage change from prior period | 9.0 | % | (12.6) | % | (4.1) | % |
For 2024, consolidated net premiums and fees earned increased 9.0%, resulting from strong growth in Specialty Insurance, and growth in Title Insurance. For 2023, consolidated net premiums and fees earned decreased 12.6% due to a decline in Title Insurance net premiums and fees partially offset by strong growth in Specialty Insurance.
Net Investment Income
The following tables reflect the invested asset bases as of the indicated dates, the investment income earned and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets.
| Invested Assets at Book Value | Fair Value Adjust- ment | Invested Assets at Fair Value | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | Title Insurance | Corporate & Other | Total | |||||||||||||||||||
| As of December 31: | ||||||||||||||||||||||
| 2023 | $ | 12,030.5 | $ | 1,350.2 | $ | 1,463.8 | $ | 14,844.5 | $ | 1,023.1 | $ | 15,867.7 | ||||||||||
| 2024 | $ | 12,489.8 | $ | 1,334.2 | $ | 1,211.1 | $ | 15,035.1 | $ | 1,043.8 | $ | 16,079.0 |
| Net Investment Income | Yield at | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | Title Insurance | Corporate & Other | Total | Book Value | Fair Value | ||||||||||||||||
| Years Ended | |||||||||||||||||||||
| December 31: | |||||||||||||||||||||
| 2022 | $ | 358.0 | $ | 47.9 | $ | 53.5 | $ | 459.5 | 3.07 | % | 2.83 | % | |||||||||
| 2023 | 462.7 | 57.0 | 58.5 | 578.3 | 3.82 | 3.62 | |||||||||||||||
| 2024 | $ | 546.5 | $ | 63.2 | $ | 63.3 | $ | 673.1 | 4.47 | % | 4.18 | % |
Net investment income increased 16.4% in 2024 and 25.8% in 2023, driven by higher investment yields. During 2024, the Company reinvested in corporate fixed income securities with an average yield of 4.8% compared to an average book yield on disposals of 3.5%.
Loss and Loss Adjustment Expenses
Total loss 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 loss reserve estimates for major types of insurance coverages as of December 31, 2024 and 2023:
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| Loss and Loss Adjustment Expense Reserves | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31: | 2024 | 2023 | |||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||
| Workers' compensation | $ | 4,653.0 | $ | 2,604.5 | $ | 4,723.5 | $ | 2,725.3 | |||||||||
| Commercial auto | 4,288.6 | 1,993.2 | 3,492.8 | 1,808.4 | |||||||||||||
| General liability | 1,763.5 | 817.0 | 1,518.8 | 705.5 | |||||||||||||
| Financial indemnity | 926.6 | 715.2 | 873.7 | 652.7 | |||||||||||||
| Other coverages | 1,206.1 | 903.2 | 1,016.5 | 759.8 | |||||||||||||
| Unallocated loss adjustment expense reserves | 308.1 | 308.1 | 303.3 | 303.3 | |||||||||||||
| Total Specialty Insurance reserves | 13,146.2 | 7,341.5 | 11,928.9 | 6,955.2 | |||||||||||||
| Title Insurance | 572.7 | 572.7 | 598.5 | 598.5 | |||||||||||||
| Life and accident | 8.8 | 6.4 | 10.7 | 6.6 | |||||||||||||
| Total loss and loss adjustment expense reserves | $ | 13,727.7 | $ | 7,920.6 | $ | 12,538.2 | $ | 7,560.4 | |||||||||
| Asbestosis and environmental loss reserves included | |||||||||||||||||
| in the above Specialty Insurance reserves: | |||||||||||||||||
| Amount | $ | 167.6 | $ | 106.5 | $ | 130.6 | $ | 87.5 | |||||||||
| % of total Specialty Insurance reserves | 1.3 | % | 1.5 | % | 1.1 | % | 1.3 | % |
A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 5 in the Notes to Consolidated Financial Statements.
The percentage of net loss and loss adjustment expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | 64.1 | % | 62.0 | % | 62.1 | % | |||
| Title Insurance | 1.8 | 1.9 | 2.3 | ||||||
| Consolidated loss ratio | 41.7 | % | 38.7 | % | 31.8 | % | |||
| Reconciliation of consolidated loss ratio: | |||||||||
| Provision for insured events of the current year | 43.9 | % | 43.3 | % | 35.5 | % | |||
| Change in provision for insured events of prior years: | |||||||||
| Net favorable development | (2.2) | (4.6) | (3.7) | ||||||
| Consolidated loss ratio | 41.7 | % | 38.7 | % | 31.8 | % |
The increases in the consolidated loss and loss adjustment expense ratios for the periods presented above are impacted by the shift in mix with Specialty Insurance contributing more to the total in more recent periods. Additionally, the 2024 ratios were also affected by improving current year loss ratios that were more than offset by lower levels of favorable prior year loss reserve development within Specialty Insurance.
For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments in 2024, 2023, and 2022, which on average decreased the consolidated loss ratio by 3.5 percentage points. Specialty Insurance experienced favorable development in 2024, but to a lesser degree than the high levels experienced in 2023 and 2022. Favorable development in Specialty Insurance continues within workers’ compensation, commercial auto, and property lines of coverage. Title Insurance experienced relatively consistent levels of favorable development as a percentage of net premiums and fees earned in 2024 compared to 2023.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial position, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.
31
Underwriting Acquisition and Other Expenses
The following table sets forth the expense ratios registered by each reportable segment and in consolidation for the periods shown:
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | 28.1 | % | 28.2 | % | 27.4 | % | |||
| Title Insurance | 95.2 | 95.2 | 90.9 | ||||||
| Consolidated | 52.2 | % | 53.9 | % | 59.2 | % |
Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and costs of producing business. To a significant degree, expense ratios for both the Specialty 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 and can fluctuate with line of coverage mix. General operating expenses are routinely subject to timing as well as investments in business expansion and information technology. The decreases in the consolidated expense ratios for the periods presented in the table above are impacted by the shift in mix with Specialty Insurance contributing more to the total. The ratios also reflect the benefit from scale, offset by costs incurred to start-up new underwriting subsidiaries and invest in information technology.
Combined Ratios
The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Specialty Insurance | 92.2 | % | 90.2 | % | 89.5 | % | |||
| Title Insurance | 97.0 | 97.1 | 93.2 | ||||||
| Consolidated | 93.9 | % | 92.6 | % | 91.0 | % |
Net Investment Gains (Losses)
The Company's investment policies are designed to produce a stable source of income from interest and dividends, support the protection of capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.
The following table reflects the composition of net investment gains or losses for the periods shown.
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Realized investment gains (losses) from actual transactions: | |||||||||||
| Fixed income | $ | (112.1) | $ | (180.7) | $ | (187.6) | |||||
| Equity securities and other | 206.5 | 165.5 | 373.3 | ||||||||
| Total | 94.3 | (15.2) | 185.7 | ||||||||
| Impairment losses | (5.4) | (51.8) | (123.5) | ||||||||
| Unrealized gains (losses) from changes in fair value of equity securities | (18.9) | (123.9) | (263.4) | ||||||||
| Total investment gains (losses) | $ | 69.9 | $ | (190.9) | $ | (201.1) |
Dispositions of fixed income securities from scheduled maturities and early calls were 39.9%, 48.3%, and 49.1% of total fixed income dispositions occurring in 2024, 2023, and 2022, respectively. Realized gain (loss) activity in 2024 was primarily the result of portfolio management, including the Company's monitoring of concentration limits at the individual legal entity levels, tax planning, and interest rate environment considerations. Sales activity within the fixed income portfolio allowed the Company to increase its book yield on that portfolio quicker than anticipated, taking full advantage of the current interest rate environment, in a tax efficient manner.
The 2023 full year impairment charge primarily reflects an estimated loss on the then pending sale of the RFIG Run-off mortgage insurance business, and to a lesser extent, impairment losses recorded on fixed income securities that the Company intended to and subsequently disposed of to facilitate certain structural changes to a deferred compensation plan, as well as a small credit loss.
During 2022, the Company rebalanced the investment portfolio by reducing equity security holdings and increasing fixed income holdings as reinvestment rates began to materially improve. Additionally, 2022 includes investment impairment charges of $123.5 on fixed income securities, which management intended to and subsequently disposed of during the year, driven primarily by tax planning considerations.
32
The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
Income Taxes
The effective consolidated income tax rates were 20.3%, 19.9%, and 19.9% in 2024, 2023, and 2022, respectively. The rates for each year reflect primarily the varying proportions of pretax operating income derived from partially tax preferred investment income (principally tax-exempt interest and dividend income).
Segment Overview
Specialty Insurance
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | |||||||||||||
| Revenues: | ||||||||||||||||||
| Net premiums written | $ | 5,030.5 | $ | 4,356.3 | $ | 3,978.2 | 15.5 | % | 9.5 | % | ||||||||
| Net premiums earned | 4,677.0 | 4,119.2 | 3,808.6 | 13.5 | 8.2 | |||||||||||||
| Other income | 177.0 | 162.2 | 148.9 | 9.1 | 8.9 | |||||||||||||
| Expenses: | ||||||||||||||||||
| Loss and loss adjustment expenses | 2,975.6 | 2,536.7 | 2,352.0 | 17.3 | 7.9 | |||||||||||||
| Dividends to policyholders | 23.5 | 16.5 | 12.5 | 42.0 | 32.1 | |||||||||||||
| Underwriting, acquisition, and other expenses: | ||||||||||||||||||
| Commissions | 546.8 | 465.3 | 435.1 | 17.5 | 6.9 | |||||||||||||
| Insurance taxes, licenses, and fees | 172.7 | 159.8 | 161.1 | 8.1 | (0.8) | |||||||||||||
| Subtotal | 719.6 | 625.2 | 596.2 | 15.1 | 4.9 | |||||||||||||
| General expenses | 771.1 | 697.0 | 595.7 | 10.6 | 17.0 | |||||||||||||
| Total underwriting, acquisition, and | ||||||||||||||||||
| other expenses | 1,490.8 | 1,322.2 | 1,192.0 | 12.7 | 10.9 | |||||||||||||
| Segment underwriting income | $ | 364.0 | $ | 406.0 | $ | 400.9 | (10.3) | % | 1.3 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 66.4 | % | 67.7 | % | 67.2 | % | ||||||||||||
| Prior years | (2.3) | (5.7) | (5.1) | |||||||||||||||
| Total | 64.1 | 62.0 | 62.1 | |||||||||||||||
| Expense ratio | 28.1 | 28.2 | 27.4 | |||||||||||||||
| Combined ratio | 92.2 | % | 90.2 | % | 89.5 | % |
Specialty Insurance continued to produce a highly profitable combined ratio and strong segment underwriting income in 2024, with lower levels of favorable prior year loss reserve development compared to 2023 and 2022.
Premiums & Fees
The percentage of net earned premiums for major insurance coverages in the Specialty Insurance segment was as follows:
33
| Specialty Insurance Net Earned Premiums by Type of Coverage | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||
| Commercial auto | 41.9 | % | 41.0 | % | 39.5 | % | |||
| Workers' compensation | 17.9 | 19.5 | 21.3 | ||||||
| Property | 12.8 | 11.5 | 9.8 | ||||||
| General liability | 7.8 | 6.1 | 5.2 | ||||||
| Financial indemnity | 6.9 | 8.4 | 10.3 | ||||||
| Home and auto warranty | 6.7 | 7.6 | 8.7 | ||||||
| Other coverages | 6.0 | % | 5.9 | % | 5.2 | % |
Specialty Insurance net premiums earned increased 13.5% for 2024, driven by a combination of premium rate increases, high renewal retention ratios, and new business production. The growth includes contributions from recently established insurance underwriting subsidiaries, including Old Republic Accident & Health's first premium production coming in the fourth quarter. Premium growth was most pronounced within commercial auto, property, and general liability. Public D&O and transactional risk premiums (included within financial indemnity) declined throughout the year, largely due to market conditions and the fourth quarter exit of the transactional risk business that produced $19.4 of net premiums earned in 2024. Commercial auto, general liability, and property continued to achieve strong rate increases, while rate declines continued in public D&O and workers' compensation. Investments in new underwriting subsidiaries have contributed, and are expected to continue to contribute, to the Company's production of lines outside of commercial auto and workers' compensation.
Specialty Insurance net premiums earned increased 8.2% for 2023, also driven by a combination of premium rate increases, high renewal retention ratios, and new business production. Premium growth occurred across most lines of coverage and was most pronounced within commercial auto, property, and general liability, partially offset by declines in public D&O and home warranty. Commercial auto, general liability and property achieved strong rate increases while there were rate declines in public D&O and workers' compensation.
Loss and Loss Adjustment Expenses
The percentage of net loss and loss adjustment expenses measured against premiums earned by major types of insurance coverage were as follows:
| Specialty Insurance Loss Ratios by Type of Coverage | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||
| Commercial auto | 72.4 | % | 71.5 | % | 66.6 | % | |||
| Workers' compensation | 48.0 | 41.4 | 45.9 | ||||||
| Property | 53.2 | 61.0 | 65.4 | ||||||
| Financial indemnity | 63.9 | 48.2 | 67.0 | ||||||
| General liability | 72.9 | 76.0 | 71.6 | ||||||
| Home and auto warranty | 58.2 | 65.5 | 66.9 | ||||||
| Other coverages | 73.1 | 65.9 | 60.4 | ||||||
| All coverages | 64.1 | % | 62.0 | % | 62.1 | % |
Overall, the loss ratios for Specialty Insurance in 2024 were within expectations despite the lower favorable loss reserve development from prior periods when compared to the historically high levels experienced in 2023 and 2022.
Net favorable reserve development came primarily from:
•workers’ compensation (favorable development predominantly from accident years 2012-2019, partially offset by unfavorable development predominantly from years prior to 2011, 2022, and 2023);
•commercial auto (favorable development predominantly from accident years 2017-2022, partially offset by unfavorable development from 2023); and
•property, which includes commercial multi-peril (favorable development predominantly from accident years 2016-2019 and 2023).
Net unfavorable reserve development came primarily from:
•general liability, which includes excess coverages, at a relatively consistent level with 2023; and
•transactional risk (included within financial indemnity), which is a small component of the professional liability business (approximately $19.4 of premium in 2024) and is a low frequency, high severity product.
The 2023 favorable development was largely attributable to workers' compensation and commercial auto, offset by general liability. In 2022, the property loss ratio was elevated primarily due to the impacts of Hurricane Ian,
34
impacted by reinstatement premiums of $16.6 and losses based on the Company's estimated $10.0 net retention, and the financial indemnity loss ratio reflected an elevated level of security class action claims on public D&O from accident years 2018 and 2019.
Unfavorable asbestosis and environmental (A&E) claim developments included in the general liability coverages above are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often workers' compensation, deemed assignable to the 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 unaffiliated 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 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 analysis of an insurer's A&E loss reserve level, Old Republic's average five-year paid loss survival ratios stood at 8.3 years (gross) and 8.4 years (net of reinsurance) as of December 31, 2024, and 6.6 years (gross) and 7.4 years (net of reinsurance) as of December 31, 2023. Fluctuations in this ratio between years can be caused by the inconsistent payout patterns associated with these types of claims. For the five years ended December 31, 2024, incurred A&E claims and related loss settlement costs have averaged 0.7% of average annual Specialty Insurance loss and loss adjustment expenses.
A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2024 and 2023 is as follows:
| December 31: | 2024 | 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Net | Gross | Net | ||||||||||||
| Asbestosis: | |||||||||||||||
| Reserves at beginning of year | $ | 109.2 | $ | 70.2 | $ | 98.3 | $ | 66.7 | |||||||
| Loss and loss expenses incurred | 52.1 | 27.9 | 27.9 | 16.9 | |||||||||||
| Loss and loss adjustment expenses paid | 15.1 | 9.7 | 17.0 | 13.4 | |||||||||||
| Reserves at end of year | 146.2 | 88.4 | 109.2 | 70.2 | |||||||||||
| Environmental: | |||||||||||||||
| Reserves at beginning of year | 21.4 | 17.3 | 23.0 | 17.3 | |||||||||||
| Loss and loss expenses incurred | 1.3 | 1.2 | 0.4 | 1.4 | |||||||||||
| Loss and loss adjustment expenses paid | 1.3 | 0.4 | 2.0 | 1.5 | |||||||||||
| Reserves at end of year | 21.4 | 18.1 | 21.4 | 17.3 | |||||||||||
| Total asbestosis and environmental reserves | $ | 167.6 | $ | 106.5 | $ | 130.6 | $ | 87.5 |
In 2024, the Company responded to industry severity trends by considerably increasing A&E reserves (reported in general liability) on both a gross and a net basis.
Sales and General Expenses
The expense ratio for 2024 was in line with expectations and generally reflects the benefit from scale, offset by costs incurred to start-up new underwriting subsidiaries and invest in information technology. Higher personnel and information technology costs contributed to the higher expense ratio in 2023 when compared to 2022.
35
Title Insurance
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||
| Years Ended December 31: | 2024 | 2023 | 2022 | vs. 2023 | vs. 2022 | |||||||||||||
| Revenues: | ||||||||||||||||||
| Net premiums earned | $ | 2,334.6 | $ | 2,300.9 | $ | 3,500.6 | 1.5 | % | (34.3) | % | ||||||||
| Title, escrow, and other fees | 284.4 | 261.8 | 333.2 | 8.6 | (21.4) | |||||||||||||
| Total premiums and fees | 2,619.1 | 2,562.8 | 3,833.8 | 2.2 | (33.2) | |||||||||||||
| Other income | 0.6 | 0.7 | 0.9 | (18.1) | (15.4) | |||||||||||||
| Expenses: | ||||||||||||||||||
| Loss and loss adjustment expenses | 46.1 | 48.7 | 89.1 | (5.4) | (45.3) | |||||||||||||
| Underwriting, acquisition, and other expenses: | ||||||||||||||||||
| Commissions | 1,601.2 | 1,608.1 | 2,464.8 | (0.4) | (34.8) | |||||||||||||
| Insurance taxes, licenses, and fees | 37.5 | 18.7 | 73.5 | 100.0 | (74.5) | |||||||||||||
| Subtotal | 1,638.7 | 1,626.8 | 2,538.3 | 0.7 | (35.9) | |||||||||||||
| General expenses | 855.1 | 812.4 | 945.8 | 5.3 | (14.1) | |||||||||||||
| Total underwriting, acquisition, and | ||||||||||||||||||
| other expenses | 2,493.8 | 2,439.3 | 3,484.2 | 2.2 | (30.0) | |||||||||||||
| Segment underwriting income | $ | 79.7 | $ | 75.4 | $ | 261.3 | 5.7 | % | (71.1) | % | ||||||||
| Loss ratio (a): | ||||||||||||||||||
| Current year | 3.4 | % | 3.7 | % | 3.6 | % | ||||||||||||
| Prior years | (1.6) | (1.8) | (1.3) | |||||||||||||||
| Total | 1.8 | 1.9 | 2.3 | |||||||||||||||
| Expense ratio | 95.2 | 95.2 | 90.9 | |||||||||||||||
| Combined ratio | 97.0 | % | 97.1 | % | 93.2 | % |
__________
(a) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.
Premiums & Fees
Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction 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. Title premium and fee revenues produced by independent title agents are recognized upon receipt, rather than making estimates that could be subject to significant variance from actual premium and fee production. Such receipts can result in a three to four month lag relative to the effective date of the underlying title policy and are offset concurrently by production expenses and loss reserve provisions.
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2024 | 2023 | 2022 | ||||||
| Direct Operations | 23.0 | % | 21.0 | % | 19.5 | % | |||
| Independent Title Agents | 77.0 | % | 79.0 | % | 80.5 | % |
Title Insurance net premiums and fees earned increased by 2.2% in 2024. Directly produced revenues grew in 2024, while agency produced revenues, which are reported on a lag, came in relatively flat for 2024. Commercial premiums were generally flat for 2024, and represent approximately 22% of premiums earned in 2024 and 2023. For 2023, net premiums and fees earned declined by 33.2%, driven by a continued drop in mortgage originations attributable to higher mortgage interest rates.
36
Loss and Loss Adjustment Expenses
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios for the periods reported.
Sales and General Expenses
Sales and general expenses for 2023 were impacted by the recovery of a $17.2 state sales tax assessment paid and expensed in the fourth quarter of 2022. The assessment increased the 2022 expense ratio by 0.5 percentage points and its recovery reduced the 2023 expense ratio by 0.7 percentage points. Excluding the impact of the sales tax assessment on the 2023 expense ratio, the expense ratio for 2024 improved as a result of expense management and scale, most notably in the segment's direct operations. The 2023 expense ratio also reflects the impact of lower directly produced revenues that carry higher expenses.
FINANCIAL POSITION
The Company's financial position at December 31, 2024 reflected increases in assets and liabilities of 5.1% and 10.6%, respectively, and a decrease in common shareholders' equity of 12.4%, when compared to the immediately preceding year-end. Cash and invested assets represented 58.9% and 61.1% of consolidated assets as of December 31, 2024 and 2023, respectively. As of year-end 2024, the cash and invested asset base increased by 1.4% to $16,408.8.
Investment Portfolio
Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2024 and 2023, nearly all of the Company's investments consisted of marketable securities. The investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. At December 31, 2024, the Company had no fixed income securities in default as to principal and/or interest.
Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, 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 fixed income 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 fixed income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income 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 fixed income 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 income securities. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements 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 income 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 fixed income portfolio 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 following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown:
37
| Fixed Income Securities Stratified by Credit Quality (a) | ||||||
|---|---|---|---|---|---|---|
| December 31: | 2024 | 2023 | ||||
| Aaa | 18.0 | % | 18.8 | % | ||
| Aa | 9.4 | 9.5 | ||||
| A | 40.5 | 35.9 | ||||
| Baa | 30.7 | 34.7 | ||||
| Total investment grade | 98.6 | 98.9 | ||||
| Non-investment grade or non-rated issuers | 1.4 | 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.
Tight credit spreads resulted in a preference toward purchases of higher rated securities during 2024.
| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Fixed Income Securities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |||||||||||
| Non-Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||||||||
| Consumer, Cyclical | $ | 42.3 | $ | — | $ | 1.2 | $ | 41.1 | |||||||
| Energy | 40.4 | 0.2 | 0.3 | 40.3 | |||||||||||
| Basic Materials | 29.9 | — | 0.9 | 29.0 | |||||||||||
| Industrial | 22.6 | — | 0.9 | 21.7 | |||||||||||
| Other (includes three industry groups) | 26.1 | — | 0.2 | 25.9 | |||||||||||
| Total | $ | 161.5 | $ | 0.4 | $ | 3.7 | $ | 158.2 | |||||||
| Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||||||||
| Government | $ | 2,255.8 | $ | 2.7 | $ | 62.6 | $ | 2,195.9 | |||||||
| Consumer, Non-cyclical | 2,034.0 | 13.6 | 20.5 | 2,027.2 | |||||||||||
| Utilities | 2,014.5 | 11.8 | 29.5 | 1,996.8 | |||||||||||
| Financial | 1,560.8 | 15.7 | 11.4 | 1,565.1 | |||||||||||
| Industrial | 1,486.0 | 13.9 | 12.9 | 1,487.1 | |||||||||||
| Consumer, Cyclical | 917.3 | 7.8 | 5.8 | 919.3 | |||||||||||
| Energy | 649.9 | 4.6 | 7.0 | 647.5 | |||||||||||
| Other (includes four industry groups) | 1,095.6 | 8.5 | 10.1 | 1,094.0 | |||||||||||
| Total | $ | 12,014.3 | $ | 79.0 | $ | 160.1 | $ | 11,933.3 |
In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Equity Securities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | Cost | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |||||||||||
| Equity Securities by Industry Concentration: | |||||||||||||||
| Consumer, Non-cyclical | $ | 380.1 | $ | 246.4 | $ | 4.6 | $ | 621.9 | |||||||
| Industrial | 259.4 | 359.5 | 1.2 | 617.6 | |||||||||||
| Utilities | 361.7 | 150.3 | 9.4 | 502.6 | |||||||||||
| Energy | 137.7 | 77.1 | — | 214.8 | |||||||||||
| Financial | 73.8 | 95.5 | — | 169.3 | |||||||||||
| Consumer, Cyclical | 64.4 | 84.8 | — | 149.2 | |||||||||||
| Other (includes five industry groups) | 133.4 | 134.8 | 3.3 | 264.9 | |||||||||||
| Total | $ | 1,410.7 | $ | 1,148.6 | $ | 18.6 | $ | 2,540.7 |
38
The Company's equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost | Gross Unrealized Losses | |||||||||||||||
| December 31, 2024 | All | Non-Investment Grade Only | All | Non- Investment Grade Only | ||||||||||||
| Maturity Ranges: | ||||||||||||||||
| Due in one year or less | $ | 1,230.4 | $ | 17.2 | $ | 7.4 | $ | — | ||||||||
| Due after one year through five years | 3,245.6 | 68.9 | 76.6 | 2.3 | ||||||||||||
| Due after five years through ten years | 2,473.4 | 33.9 | 72.1 | 1.3 | ||||||||||||
| Due after ten years | 321.5 | — | 7.6 | — | ||||||||||||
| Total | $ | 7,271.1 | $ | 120.1 | $ | 163.8 | $ | 3.7 |
| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Gross Unrealized Losses | |||||||||||||||||
| December 31, 2024 | Less than 20% of Cost | 20% to 50% of Cost | More than 50% of Cost | Total Gross Unrealized Loss | |||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| One to six months | $ | 75.0 | $ | — | $ | — | $ | 75.0 | |||||||||
| Seven to twelve months | — | — | — | — | |||||||||||||
| More than twelve months | 88.7 | — | — | 88.7 | |||||||||||||
| Total | $ | 163.8 | $ | — | $ | — | $ | 163.8 |
In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
| Age Distribution of Fixed Income Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31: | 2024 | 2023 | ||||||
| Maturity Ranges: | ||||||||
| Due in one year or less | 11.9 | % | 13.1 | % | ||||
| Due after one year through five years | 47.9 | 49.9 | ||||||
| Due after five years through ten years | 37.4 | 36.3 | ||||||
| Due after ten years through fifteen years | 2.7 | 0.6 | ||||||
| Due after fifteen years | 0.1 | 0.1 | ||||||
| Total | 100.0 | % | 100.0 | % | ||||
| Average Maturity in Years | 4.5 | 4.3 | ||||||
| Duration | 3.8 | 3.7 |
The shift in 2024 to fixed income securities with longer maturities is a result of continued asset-liability matching consideration.
Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.8 as of December 31, 2024 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 fixed income investment portfolio of approximately 3.8%.
39
Liquidity and Capital Resources
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 and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on December 31, 2024 statutory balances, the Company can receive up to $952.2 in ordinary dividends from its subsidiaries in 2025 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operating subsidiaries.
Old Republic's total capitalization of $7,207.6 at December 31, 2024 consisted of debt of $1,588.7 and common shareholders' equity of $5,618.9. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), dividend payments to shareholders, and share repurchases for the year then ended. At December 31, 2024, the Company's consolidated debt to equity ratio was 28.3%.
Old Republic has paid a regular cash dividend without interruption since 1942 (83 years), and it has raised the regular annual cash dividend for each of the past 43 years. The dividend amount is reviewed and approved by the Board of Directors quarterly and annually. In establishing each year's regular cash dividend, the Company does not follow a strict formulaic approach, and favors an increasing dividend amount largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's regular dividend 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 earnings for the five to ten most recent calendar years, the amount of stock repurchases, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries. Recently, the Company has repurchased significant amounts of its outstanding shares, and the Board of Directors decided to increase regular cash dividends accordingly.
During 2024, the Company returned capital to shareholders of $1,708, comprised of $766 in dividends and $942 in share repurchases (29.9 million shares at an average price of $31.82 per share). Following the close of the year and through February 19, 2025, the Company repurchased 0.7 million additional shares for $25.5 (average price of $34.57), leaving approximately $206 remaining under the most recent authorization approved by the Company's Board of Directors in March 2024. The repurchase program was intended to comply with Rule 10b-18 and had no expiration date, did not require the purchase of any minimum number of shares and could be suspended, modified or discontinued at any time without prior notice. Old Republic may also from time to time repurchase shares pursuant to written, pre-arranged Rule 10b5-1 plans. The Company's Board of Directors also declared special cash dividends of $2.00 per share in December 2024 (paid on January 15, 2025) and $1.00 per share in August 2022 (paid on September 15, 2022). In reaching a decision to authorize the share repurchase programs and/or special dividends, the Board of Directors evaluates such factors as the current and foreseeable liquidity and capital needs of the parent holding company and its insurance company subsidiaries. Capital needs are estimated based on many factors including statutory requirements of the Company's insurance company subsidiaries (largely based on risk-based capital requirements, reserves to surplus ratios, and premiums to surplus ratios), internal enterprise risk management metrics that measure balance sheet risks against the Company's risk tolerances (including various stress tests) and capital required to maintain the current rating agency ratings.
Other Assets
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.
Contractual Obligations
The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2024:
| 2025 | 2026 and 2027 | 2028 and 2029 | 2030 and After | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations: | ||||||||||||||||||
| Debt | $ | — | $ | 550.0 | $ | — | $ | 1,050.0 | $ | 1,600.0 | ||||||||
| Interest on Debt | 69.3 | 117.3 | 96.0 | 593.5 | 876.2 | |||||||||||||
| Operating Leases | 57.9 | 81.5 | 49.3 | 70.0 | 258.8 | |||||||||||||
| Loss and Loss Adjustment Reserves (a) | 3,277.0 | 3,942.2 | 1,872.7 | 4,635.7 | 13,727.7 | |||||||||||||
| Total | $ | 3,404.2 | $ | 4,691.1 | $ | 2,018.1 | $ | 6,349.2 | $ | 16,462.8 |
40
__________
(a) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.
Reinsurance Programs
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.
The following table displays the Company's Specialty Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2024.
| % of Total | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A.M. | Reinsurance Recoverable | Total | Consolidated | |||||||||||||||
| Best | on Paid | on Loss | Exposure | Reinsured | ||||||||||||||
| Reinsurer | Rating | Losses | Reserves | to Reinsurer | Liabilities | |||||||||||||
| Day One Insurance, Inc. | Unrated | $ | — | $ | 1,472.1 | $ | 1,472.1 | 24.6 | % | |||||||||
| Hannover Ruckversicherungs | A+ | 30.4 | 463.0 | 493.4 | 8.3 | |||||||||||||
| Archway Insurance, Ltd. | Unrated | 3.6 | 446.8 | 450.4 | 7.5 | |||||||||||||
| Endurance Assurance Corporation | A+ | 7.5 | 355.9 | 363.4 | 6.1 | |||||||||||||
| Summit Insurance, Ltd. | Unrated | — | 248.5 | 248.5 | 4.2 | |||||||||||||
| Munich Re America, Inc. | A+ | 32.8 | 188.5 | 221.3 | 3.7 | |||||||||||||
| Partner Reinsurance Company | A+ | 7.1 | 146.6 | 153.7 | 2.6 | |||||||||||||
| ARU SPC, Ltd. | Unrated | 1.8 | 140.4 | 142.2 | 2.4 | |||||||||||||
| Cayalyst Insurance, Ltd. | Unrated | 4.1 | 131.5 | 135.7 | 2.3 | |||||||||||||
| National WC Reinsurance Pool | Industry Pool | 8.3 | 125.1 | 133.4 | 2.2 | |||||||||||||
| $ | 95.9 | $ | 3,718.7 | $ | 3,814.6 | 63.8 | % |
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid losses and unearned premium and policy reserves. Such reinsurance balances recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by insureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to insureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized because reinsurance, retrospectively rated, and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to insureds or their beneficiaries.
Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk-sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss from any one event to a maximum of: $5.2 for workers' compensation; $7.9 for commercial auto liability; $7.9 for general liability; $14.8 for D&O; $2.2 for aviation; and $23.1 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0.
The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers'
41
compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company therefore became fully exposed to such claims. The Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA) were subsequently placed into law and serve as a federal reinsurance program administered by the Secretary of the Treasury. This legislation requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies (excluding such coverages as commercial auto, burglary and theft, professional liability, and farm owners multi-peril insurance) and also provides for temporary reinsurance protection through December 31, 2027.
Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. The program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2024. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.
CRITICAL ACCOUNTING ESTIMATES
The Company's annual 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 such as Old Republic is by its very nature highly dynamic because 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.
Changes in estimates generally result from altered circumstances, newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that changes in estimates will have on its future financial condition or results of operations.
Old Republic believes that its most critical accounting estimate relates to the establishment of reserves for losses and loss adjustment expenses. The major assumptions and methods used in setting this estimate are summarized as follows:
The establishment of reserves for losses and loss adjustment expenses
The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including those incurred but not reported (IBNR). The establishment of loss 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; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss 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 referred to as unfavorable development, whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.
Most of Old Republic's consolidated loss and loss adjustment expense reserves stem from its Specialty Insurance business. At December 31, 2024, such reserves accounted for 95.8% and 92.7% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2023 represented 95.1% and 92.0% of the respective consolidated amounts.
The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's Specialty Insurance operations encompass a large variety of coverages or classes of predominantly commercial insurance; it does not have a meaningful exposure to personal insurance coverages such as homeowners or private passenger auto insurance. 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 from 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
42
construction company may emerge over extended periods of time. Similarly, claims filed pursuant to E&O, D&O or transactional risk liability coverages are usually not prone to immediate evaluation or quantification because such claims may be litigated over several years and their ultimate costs may be affected by judge or jury verdicts. Approximately 87% of the Specialty Insurance's loss 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 D&O liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized directly when setting reserves, rather actuarial modeling creates data points that inform management's estimates. 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 analysis of historical data. Favorable or unfavorable developments of prior year reserves 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 estimates for claims and allocated loss adjustment expenses that have been reported (case) to the Company's insurance subsidiaries and reserves for claims and allocated loss adjustment expenses that have been incurred but not yet reported (IBNR) 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.
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 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 underwritten jointly for many customers. For certain long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, D&O 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 held for the two to five most recent accident years depending on the individual class or category of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. As actual claims data emerges in succeeding interim and annual periods, 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 loss 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.
As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:
•Holding expected loss ratios for the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial auto liability,
43
general liability, E&O and D&O liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 94.1% and 94.2%, and averaged 94.1% of gross consolidated loss reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 93.8% and 94.9% and averaged 94.4% as of the same dates.
•Loss trends that are considered when establishing the above noted expected loss ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected loss ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.
•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.
Volatility of Reserve Estimates and Sensitivity
There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:
Specialty Insurance net loss reserves can be affected by actual experience differing from expectations related to:
•frequency of claims incurred but not reported;
•the effect of reserve discounts applicable to certain workers' compensation claims;
•severity of litigated claims;
•governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims;
•inflation rates applicable to repairs and the medical benefits portion of claims; and
•the emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.
Title Insurance loss reserve levels can be impacted by such developments as:
•loan refinancing activity, the effect of which can be to change the expected period during which title policies remain exposed to loss emergence; and
•changes in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.
With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted by:
•medical care cost inflation;
•frequency and severity of claims; and
•catastrophic events where there are concentrations of insured lives.
Consolidated loss costs developed favorably in the three most recent calendar years. This development had the effect of reducing consolidated annual loss costs for the three most recent years within a range of 4.8% and 10.6%, or by an average of approximately 8.6% per annum. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between 2.2% and 4.6%, and have averaged 3.5%.
The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2024 has ranged from 2.2% favorable to 16.3% favorable and averaged 11.2% favorable (approximately $887.1 based on current year ending reserves). Given the long tail associated with most of the Company’s lines of business, this loss reserve development has occurred over many years. The consolidated one-year development on prior year loss reserves over the past ten years through December 31, 2024 has ranged from 0.5% favorable to 4.3% favorable and averaged 2.3% favorable (approximately $182.1 based on current year ending reserves). Management does not have a practical business reason for making projections of likely outcomes of future loss developments. Further, the analysis and evaluation of the existing business mix, the natural offset effects of the Company's diverse coverage, current aggregate loss reserve levels, and loss development patterns suggest these historical outcomes are illustrative of the reasonable likelihood of how 2024 year-end loss reserves could ultimately develop. The most significant factors impacting the potential reserve development for each of the Company's insurance segments are discussed above.
The current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using the historical outcomes presented above provides a reasonable range of cumulative and one-year reserve development for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2024.
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OTHER INFORMATION
Reference is here made to "Segment Information" 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. These forward-looking statements generally include words such as "expect," "predict," "estimate," "will," "should," "anticipate," "believe," and similar expressions. Any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance. With regard to Old Republic's Specialty Insurance segment, its results can be particularly affected 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 investment yields and inflation rates, and periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, work-related injuries, claims development and the impact on loss reserves, adequacy and availability of reinsurance, uncertainties in underwriting and pricing risks, and unanticipated external events. 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 and employment trends. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations 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. In addition, results could be particularly affected by technology and security breaches or failures, including cybersecurity incidents.
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 and the various risks, uncertainties, and other factors that are included from time to time in other Securities and Exchange Commission filings.
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.
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FY 2023 10-K MD&A
SEC filing source: 0000074260-24-000021.
Item 7 - Management Analysis of Financial Position and Results of Operations
($ 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 a number of regulated insurance company subsidiaries organized into three segments: General Insurance (property and liability insurance), Title Insurance, and Republic Financial Indemnity Group (RFIG) Run-off. On November 11, 2023, a definitive agreement was reached to sell the RFIG Run-off mortgage insurance business to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd., with the sale expected to close in the first half of 2024 (see Note 2 in the Notes to Consolidated Financial Statements for further discussion). A small life and accident insurance business, accounting for 0.2% of consolidated operating revenues for the year ended December 31, 2023, and 0.4% of consolidated assets as of that date, is included within the Corporate & Other caption of this report.
The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (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 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. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
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 generally 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 and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks, such as cybersecurity risks, that could adversely affect the Company's business and reputation.
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 capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of 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 primary 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 income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard for quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.
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EXECUTIVE SUMMARY
Commentary within this Executive Summary provides management’s high level overview with a focus on current period results as compared to the immediately preceding year. For additional detail on these trends and all comparative year periods presented, refer to the detailed management analysis that follows.
Old Republic International Corporation reported the following consolidated results:
| OVERALL RESULTS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | |||||||||
| Pretax income | $ | 747.4 | $ | 857.4 | $ | 1,922.1 | ||||||
| Pretax investment gains (losses) | (190.9) | (201.1) | 758.0 | |||||||||
| Pretax income excluding investment gains (losses) | $ | 938.4 | $ | 1,058.6 | $ | 1,164.0 | ||||||
| Net income | $ | 598.6 | $ | 686.4 | $ | 1,534.3 | ||||||
| Net of tax investment gains (losses) | (150.8) | (158.6) | 598.4 | |||||||||
| Net income excluding investment gains (losses) | $ | 749.5 | $ | 845.1 | $ | 935.9 | ||||||
| Combined ratio | 92.6 | % | 91.0 | % | 89.9 | % | ||||||
| PER DILUTED SHARE | ||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | |||||||||
| Net income | $ | 2.10 | $ | 2.26 | $ | 5.05 | ||||||
| Net of tax investment gains (losses) | (0.53) | (0.53) | 1.97 | |||||||||
| Net income excluding investment gains (losses) | $ | 2.63 | $ | 2.79 | $ | 3.08 | ||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | ||||||||||||
| December 31: | 2023 | 2022 | ||||||||||
| Total | $ | 6,410.7 | $ | 6,173.2 | ||||||||
| Per Common Share | $ | 23.31 | $ | 21.07 |
The Company reported pretax income, excluding investment losses (pretax operating income), of $938.4 for 2023. Title Insurance pretax operating income declined for the full year, while General Insurance pretax operating income was higher.
Results for the year ended December 31, 2023 are summarized as follows:
•The consolidated combined ratio was 92.6%.
•Consolidated net premiums and fees earned decreased 12.6%. The continued decline in Title Insurance net premiums and fees earned was partially offset by strong growth in General Insurance.
•Net investment income increased 25.8% driven by higher investment yields earned.
•Favorable loss reserve development improved the combined ratio by 4.6 percentage points.
•Total capital returned to shareholders was $806, comprised of $276 in dividends, and $530 of share repurchases.
•Book value per share grew to $23.31, a 15.3% increase, inclusive of dividends.
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Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the insurance underwriting subsidiaries' obligations. Therefore, the evaluation of periodic and long-term results excludes consideration of all investment gains (losses). Under GAAP, however, net income, inclusive of investment gains (losses), is the measure of total profitability.
In management's opinion, the focus on income excluding investment gains (losses), also described herein as segment pretax operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results, because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.
| FINANCIAL HIGHLIGHTS | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | ||||||||||||
| SUMMARY INCOME STATEMENTS: | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums and fees earned | $ | 6,707.7 | $ | 7,675.3 | $ | 8,003.6 | (12.6) | % | (4.1) | % | |||||||
| Net investment income | 578.3 | 459.5 | 434.3 | 25.8 | 5.8 | ||||||||||||
| Other income | 163.1 | 149.9 | 145.6 | 8.8 | 3.0 | ||||||||||||
| Total operating revenues | 7,449.3 | 8,284.9 | 8,583.5 | (10.1) | (3.5) | ||||||||||||
| Investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | (21.4) | 62.2 | 6.9 | ||||||||||||||
| Realized from pending sale of mortgage insurance business | (45.6) | — | — | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (123.9) | (263.4) | 751.1 | ||||||||||||||
| Total investment gains (losses) | (190.9) | (201.1) | 758.0 | ||||||||||||||
| Total revenues | 7,258.3 | 8,083.7 | 9,341.6 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | 2,596.6 | 2,440.2 | 2,420.9 | 6.4 | 0.8 | ||||||||||||
| Sales and general expenses | 3,843.6 | 4,719.2 | 4,942.3 | (18.6) | (4.5) | ||||||||||||
| Interest and other charges | 70.5 | 66.7 | 56.2 | 5.7 | 18.7 | ||||||||||||
| Total operating expenses | 6,510.8 | 7,226.3 | 7,419.5 | (9.9) | % | (2.6) | % | ||||||||||
| Pretax income | 747.4 | 857.4 | 1,922.1 | ||||||||||||||
| Income taxes | 148.7 | 170.9 | 387.7 | ||||||||||||||
| Net income | $ | 598.6 | $ | 686.4 | $ | 1,534.3 | |||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||
| Components of net income per share: | |||||||||||||||||
| Basic net income excluding investment gains (losses) | $ | 2.65 | $ | 2.80 | $ | 3.10 | (5.4) | % | (9.7) | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains (losses) | (0.19) | 0.17 | 0.02 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.34) | (0.69) | 1.96 | ||||||||||||||
| Basic net income | $ | 2.12 | $ | 2.28 | $ | 5.08 | |||||||||||
| Diluted net income excluding investment gains (losses) | $ | 2.63 | $ | 2.79 | $ | 3.08 | (5.7) | % | (9.4) | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains (losses) | (0.19) | 0.16 | 0.02 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.34) | (0.69) | 1.95 | ||||||||||||||
| Diluted net income | $ | 2.10 | $ | 2.26 | $ | 5.05 | |||||||||||
| Cash dividends on common stock | $ | 0.980 | $ | 1.920 | $ | 2.380 |
The information presented in the following table highlights the most meaningful indicators of ORI's segmented and consolidated financial performance. The information underscores the performance of the Company's underwriting subsidiaries, as well as the sound investment of their capital and underwriting cash flows.
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| Sources of Consolidated Income | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | ||||||||||||||
| Net premiums and fees earned: | |||||||||||||||||||
| General Insurance | $ | 4,119.2 | $ | 3,808.6 | $ | 3,555.5 | 8.2 | % | 7.1 | % | |||||||||
| Title Insurance | 2,562.8 | 3,833.8 | 4,404.3 | (33.2) | (13.0) | ||||||||||||||
| RFIG Run-off | 16.4 | 23.2 | 32.6 | (29.2) | (28.9) | ||||||||||||||
| Corporate & Other | 9.1 | 9.6 | 11.0 | (4.9) | (12.3) | ||||||||||||||
| Consolidated | $ | 6,707.7 | $ | 7,675.3 | $ | 8,003.6 | (12.6) | % | (4.1) | % | |||||||||
| Underwriting and related services income (loss): | |||||||||||||||||||
| General Insurance | $ | 406.0 | $ | 400.9 | $ | 311.4 | 1.3 | % | 28.7 | % | |||||||||
| Title Insurance | 75.4 | 261.3 | 474.0 | (71.1) | (44.9) | ||||||||||||||
| RFIG Run-off | 14.9 | 28.4 | 21.3 | (47.7) | 33.3 | ||||||||||||||
| Corporate & Other | (65.8) | (24.9) | (20.9) | (163.2) | (19.3) | ||||||||||||||
| Consolidated | $ | 430.6 | $ | 665.8 | $ | 785.9 | (35.3) | % | (15.3) | % | |||||||||
| Consolidated underwriting ratio: | |||||||||||||||||||
| Loss ratio: | |||||||||||||||||||
| Current year | 43.3 | % | 35.5 | % | 32.9 | % | |||||||||||||
| Prior years | (4.6) | (3.7) | (2.7) | ||||||||||||||||
| Total | 38.7 | 31.8 | 30.2 | ||||||||||||||||
| Expense ratio | 53.9 | 59.2 | 59.7 | ||||||||||||||||
| Combined ratio | 92.6 | % | 91.0 | % | 89.9 | % | |||||||||||||
| Net investment income: | |||||||||||||||||||
| General Insurance | $ | 462.7 | $ | 358.0 | $ | 342.4 | 29.3 | % | 4.5 | % | |||||||||
| Title Insurance | 57.0 | 47.9 | 43.8 | 18.9 | 9.4 | ||||||||||||||
| RFIG Run-off | 6.3 | 6.7 | 11.4 | (6.8) | (41.1) | ||||||||||||||
| Corporate & Other | 52.2 | 46.8 | 36.5 | 11.5 | 28.1 | ||||||||||||||
| Consolidated | $ | 578.3 | $ | 459.5 | $ | 434.3 | 25.8 | % | 5.8 | % | |||||||||
| Interest and other charges (credits): | |||||||||||||||||||
| General Insurance | $ | 80.9 | $ | 69.1 | $ | 64.2 | |||||||||||||
| Title Insurance | (1.0) | 0.4 | 2.1 | ||||||||||||||||
| Corporate & Other (a) | (9.3) | (2.8) | (10.1) | ||||||||||||||||
| Consolidated | $ | 70.5 | $ | 66.7 | $ | 56.2 | 5.7 | % | 18.7 | % | |||||||||
| Segmented and consolidated pretax income | |||||||||||||||||||
| (loss) excluding investment gains (losses): | |||||||||||||||||||
| General Insurance | $ | 787.8 | $ | 689.8 | $ | 589.6 | 14.2 | % | 17.0 | % | |||||||||
| Title Insurance | 133.5 | 308.8 | 515.7 | (56.7) | (40.1) | ||||||||||||||
| RFIG Run-off | 21.2 | 35.2 | 32.8 | (39.9) | 7.3 | ||||||||||||||
| Corporate & Other | (4.2) | 24.6 | 25.7 | (117.3) | (4.3) | ||||||||||||||
| Consolidated | 938.4 | 1,058.6 | 1,164.0 | (11.4) | % | (9.1) | % | ||||||||||||
| Income taxes on above | 188.8 | 213.4 | 228.1 | ||||||||||||||||
| Net income excluding investment | |||||||||||||||||||
| gains (losses) | 749.5 | 845.1 | 935.9 | (11.3) | % | (9.7) | % | ||||||||||||
| Consolidated pretax investment gains (losses): | |||||||||||||||||||
| Realized from actual transactions and impairments | (21.4) | 62.2 | 6.9 | ||||||||||||||||
| Realized from pending sale of mortgage insurance business | (45.6) | — | — | ||||||||||||||||
| Unrealized from changes in fair value of equity securities | (123.9) | (263.4) | 751.1 | ||||||||||||||||
| Total | (190.9) | (201.1) | 758.0 | ||||||||||||||||
| Income taxes (credits) on above | (40.0) | (42.5) | 159.6 | ||||||||||||||||
| Net of tax investment gains (losses) | (150.8) | (158.6) | 598.4 | ||||||||||||||||
| Net income | $ | 598.6 | $ | 686.4 | $ | 1,534.3 |
(a) Includes consolidation/elimination entries.
27
General Insurance Segment Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | |||||||||||||
| Net premiums written | $ | 4,356.3 | $ | 3,978.2 | $ | 3,680.9 | 9.5 | % | 8.1 | % | ||||||||
| Net premiums earned | 4,119.2 | 3,808.6 | 3,555.5 | 8.2 | 7.1 | |||||||||||||
| Net investment income | 462.7 | 358.0 | 342.4 | 29.3 | 4.5 | |||||||||||||
| Other income | 162.2 | 148.9 | 144.5 | 8.9 | 3.1 | |||||||||||||
| Operating revenues | 4,744.3 | 4,315.6 | 4,042.5 | 9.9 | 6.8 | |||||||||||||
| Loss and loss adjustment expenses | 2,553.3 | 2,364.6 | 2,303.1 | 8.0 | 2.7 | |||||||||||||
| Sales and general expenses | 1,322.2 | 1,192.0 | 1,085.4 | 10.9 | 9.8 | |||||||||||||
| Interest and other costs | 80.9 | 69.1 | 64.2 | 17.0 | 7.7 | |||||||||||||
| Operating expenses | 3,956.4 | 3,625.8 | 3,452.8 | 9.1 | 5.0 | |||||||||||||
| Segment pretax operating income | $ | 787.8 | $ | 689.8 | $ | 589.6 | 14.2 | % | 17.0 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 67.7 | % | 67.2 | % | 68.6 | % | ||||||||||||
| Prior years | (5.7) | (5.1) | (3.8) | |||||||||||||||
| Total | 62.0 | 62.1 | 64.8 | |||||||||||||||
| Expense ratio | 28.2 | 27.4 | 26.5 | |||||||||||||||
| Combined ratio | 90.2 | % | 89.5 | % | 91.3 | % |
General Insurance net premiums earned increased 8.2% in 2023, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including contributions from recently established underwriting subsidiaries. Premium growth occurred across most lines of coverage and was most pronounced within commercial auto, property and general liability, partially offset by declines in public D&O (included within financial indemnity) and home warranty. Commercial auto, general liability and property achieved strong rate increases while there were rate declines in public D&O and workers' compensation. Net investment income increased significantly for the year, driven largely by higher investment yields earned, and to a lesser extent, a higher invested asset base.
The reported loss ratio for General Insurance remained consistent in 2023 as compared to the prior year. Favorable development came predominantly from workers' compensation and commercial auto, partially offset by unfavorable development within general liability. Overall, the longer term trends in current year loss and expense ratios reflect a shift in the line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in a shift in the line of coverage mix toward lines with lower current period loss ratios and higher expense ratios.
Together, these factors produced highly profitable combined ratios and strong pretax operating income for the periods reported. For General Insurance, we target combined ratios between 90% and 95% over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly given the long claim payment patterns associated with the business.
28
Title Insurance Segment Operating Results
| % Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | ||||||||||||
| Net premiums and fees earned | $ | 2,562.8 | $ | 3,833.8 | $ | 4,404.3 | (33.2) | % | (13.0) | % | |||||||
| Net investment income | 57.0 | 47.9 | 43.8 | 18.9 | 9.4 | ||||||||||||
| Other income | 0.7 | 0.9 | 1.1 | (15.4) | (18.2) | ||||||||||||
| Operating revenues | 2,620.6 | 3,882.7 | 4,449.3 | (32.5) | (12.7) | ||||||||||||
| Loss and loss adjustment expenses | 48.7 | 89.1 | 112.9 | (45.3) | (21.1) | ||||||||||||
| Sales and general expenses | 2,439.3 | 3,484.2 | 3,818.4 | (30.0) | (8.8) | ||||||||||||
| Interest and other costs | (1.0) | 0.4 | 2.1 | N/M | (80.2) | ||||||||||||
| Operating expenses | 2,487.0 | 3,573.8 | 3,933.5 | (30.4) | (9.1) | ||||||||||||
| Segment pretax operating income | $ | 133.5 | $ | 308.8 | $ | 515.7 | (56.7) | % | (40.1) | % | |||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.7 | % | 3.6 | % | 3.6 | % | |||||||||||
| Prior years | (1.8) | (1.3) | (1.0) | ||||||||||||||
| Total | 1.9 | 2.3 | 2.6 | ||||||||||||||
| Expense ratio | 95.2 | 90.9 | 86.7 | ||||||||||||||
| Combined ratio | 97.1 | % | 93.2 | % | 89.3 | % |
Title Insurance net premiums and fees earned decreased by 33.2% in 2023. Both directly produced and agency produced revenues declined, driven by a continued drop in mortgage originations attributable to higher mortgage interest rates. Commercial premiums decreased commensurately, and represent 22% of premiums earned in 2023. Net investment income increased, reflecting higher investment yields earned partially offset by a lower invested asset base.
The Title Insurance loss ratio decreased reflecting higher levels of favorable development as a percentage of premium.
Expense ratios reflect the impact of a $17.2 state sales tax assessment paid and expensed in the fourth quarter of 2022 and subsequently recovered and taken into income in 2023. The assessment increased the 2022 expense ratio by 0.5 percentage points, and its recovery reduced the 2023 expense ratio by 0.7 percentage points. Excluding the impacts of the sales tax assessment, the expense ratio remain elevated, generally reflecting lower directly produced revenues that carry higher fixed expenses.
Together, these factors produced lower pretax operating income for the periods reported.
29
RFIG Run-off Segment Operating Results - Mortgage Insurance
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | |||||||||||||
| Net premiums earned | $ | 16.4 | $ | 23.2 | $ | 32.6 | (29.2) | % | (28.9) | % | ||||||||
| Net investment income | 6.3 | 6.7 | 11.4 | (6.8) | (41.1) | |||||||||||||
| Loss and loss adjustment expenses | (11.0) | (17.5) | (1.7) | 37.2 | N/M | |||||||||||||
| Pretax operating income | $ | 21.2 | $ | 35.2 | $ | 32.8 | (39.9) | % | 7.3 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 91.4 | % | 80.8 | % | 62.2 | % | ||||||||||||
| Prior years | (158.3) | (156.3) | (67.5) | |||||||||||||||
| Total | (66.9) | (75.5) | (5.3) | |||||||||||||||
| Expense ratio | 76.5 | 53.0 | 39.9 | |||||||||||||||
| Combined ratio | 9.6 | % | (22.5) | % | 34.6 | % |
Given the volatility inherent with a lack of scale, RFIG Run-off is susceptible to produce highly variable results which have recently benefited significantly from favorable loss reserve development. Pretax operating income reflects the continuing drop in net earned premiums offset by favorable loss reserve development from higher levels of cure rates on reported defaults. Extraordinary dividends of $110.0 were paid to the parent company during 2023.
During the fourth quarter, a definitive agreement was reached to sell the mortgage insurance business to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd. The transaction is subject to regulatory approval and is expected to close in the first half of 2024. An estimated loss on the pending sale, inclusive of transaction costs, totaling $45.6 was reflected as a realized investment loss during the fourth quarter. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.
30
Corporate & Other Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | |||||||||||||
| Net life and accident premiums earned | $ | 9.1 | $ | 9.6 | $ | 11.0 | (4.9) | % | (12.3) | % | ||||||||
| Net investment income | 52.2 | 46.8 | 36.5 | 11.5 | 28.1 | |||||||||||||
| Operating revenues | 61.4 | 56.5 | 47.5 | 8.7 | 19.0 | |||||||||||||
| Benefits and loss and loss adjustment expenses | 5.5 | 4.0 | 6.5 | 36.7 | (38.1) | |||||||||||||
| Insurance expenses | 3.5 | 3.3 | 3.4 | 5.7 | (4.1) | |||||||||||||
| Corporate, interest and other expenses - net | 56.6 | 24.4 | 11.6 | 131.7 | 109.7 | |||||||||||||
| Operating expenses | 65.7 | 31.8 | 21.7 | 106.3 | 46.6 | |||||||||||||
| Corporate & Other pretax operating income (loss) | $ | (4.2) | $ | 24.6 | $ | 25.7 | (117.3) | % | (4.3) | % |
This segment includes a small life and accident insurance business and the net costs associated with the parent holding company and several internal corporate services subsidiaries. The segment tends to produce highly variable results stemming from volatility inherent from the lack of scale. Investment income in both 2023 and 2022 reflects the impact of higher investment yields earned. Whereas the average invested asset base was lower in 2023 due to the return of capital to shareholders, the 2022 invested asset base was higher, reflecting the proceeds from the $650 debt issuance in late 2021. Corporate net operating expenses in 2023 reflect higher personnel related costs and a one-time charge of $10.7 relating to changes in the structure of a company benefit plan. Interest expense in both 2023 and 2022 increased over 2021 due to the aforementioned debt issuance.
Summary Consolidated Balance Sheet
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||
| Assets: | ||||||||
| Cash and fixed income securities | $ | 13,375.4 | $ | 12,688.7 | ||||
| Equity securities | 2,660.8 | 3,220.9 | ||||||
| Other | 151.3 | 138.0 | ||||||
| Total investments, cash and accrued investment income | 16,187.6 | 16,047.7 | ||||||
| Accounts and notes receivable | 2,201.4 | 1,927.5 | ||||||
| Federal income tax assets | 21.8 | 15.7 | ||||||
| Reinsurance recoverable | 5,951.4 | 5,588.0 | ||||||
| Deferred policy acquisition costs | 417.8 | 382.5 | ||||||
| Other assets | 1,721.2 | 1,197.9 | ||||||
| Total assets | $ | 26,501.4 | $ | 25,159.4 | ||||
| Liabilities and Shareholders' Equity: | ||||||||
| Policy liabilities | $ | 3,193.1 | $ | 2,970.0 | ||||
| Loss and loss adjustment expense reserves | 12,538.2 | 12,221.5 | ||||||
| Federal income tax liabilities | 105.6 | 42.7 | ||||||
| Reinsurance balances and funds held | 1,380.9 | 1,079.4 | ||||||
| Debt | 1,591.2 | 1,597.0 | ||||||
| Other liabilities | 1,281.4 | 1,075.3 | ||||||
| Total liabilities | 20,090.7 | 18,986.2 | ||||||
| Shareholders' equity | 6,410.7 | 6,173.2 | ||||||
| Total liabilities and shareholders' equity | $ | 26,501.4 | $ | 25,159.4 |
31
Cash, Invested Assets, and Shareholders' Equity
| % Change | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | Dec. 2023 / | Dec. 2022 / | ||||||||||||||||||
| As of December 31: | 2023 | 2022 | 2021 | Dec. 2022 | Dec. 2021 | |||||||||||||||
| Cash and invested assets: | ||||||||||||||||||||
| Cash, fixed income securities, and other | $ | 13,526.7 | $ | 12,826.7 | $ | 11,516.1 | 5.5 | % | 11.4 | % | ||||||||||
| Equity securities | 2,660.8 | 3,220.9 | 5,302.8 | (17.4) | (39.3) | |||||||||||||||
| Total per balance sheet | $ | 16,187.6 | $ | 16,047.7 | $ | 16,818.9 | 0.9 | % | (4.6) | % | ||||||||||
| Total at cost | $ | 15,164.4 | $ | 15,365.7 | $ | 15,045.8 | (1.3) | % | 2.1 | % | ||||||||||
| Composition of shareholders' equity per share: | ||||||||||||||||||||
| Equity before items below | $ | 20.51 | $ | 19.43 | $ | 18.51 | 5.6 | % | 5.0 | % | ||||||||||
| Unrealized investment gains (losses) and other | ||||||||||||||||||||
| accumulated comprehensive income (loss) | 2.80 | 1.64 | 4.26 | |||||||||||||||||
| Total | $ | 23.31 | $ | 21.07 | $ | 22.77 | 10.6 | % | (7.5) | % | ||||||||||
| Segmented composition of | ||||||||||||||||||||
| shareholders' equity per share: | ||||||||||||||||||||
| Excluding RFIG Run-off segment | $ | 22.72 | $ | 20.17 | $ | 21.48 | 12.6 | % | (6.1) | % | ||||||||||
| RFIG Run-off segment | 0.59 | 0.90 | 1.29 | |||||||||||||||||
| Consolidated total | $ | 23.31 | $ | 21.07 | $ | 22.77 | 10.6 | % | (7.5) | % |
As of December 31, 2023, the consolidated investment portfolio reflected an allocation of approximately 83% to fixed income (bonds and notes) and short-term investments, and 17% to equity securities (common stock). Our investment management process remains focused on retaining quality investments that produce consistent streams of investment income, and we continue to evaluate the investment portfolio mix in light of the current interest rate environment. During 2022, management rebalanced the investment portfolio, thereby reducing its equity holdings and reinvesting the proceeds in fixed income securities. The fixed income portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities of our fixed income assets are matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. Our equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
Old Republic's investment portfolio is directed in consideration of enterprise-wide risk management objectives, intended to ensure solid funding of our insurance underwriting subsidiaries' obligations to policyholders and their beneficiaries, as well as the long-term stability of these subsidiaries’ capital base. For these reasons, the investment portfolio does not contain high risk or illiquid asset classes and has extremely limited exposure to collateralized debt obligations (CDO), credit default and interest rate swaps, hybrid securities, asset-backed securities (ABS), guaranteed investment contracts (GIC), structured investment vehicles (SIV), auction rate variable short-term securities, limited partnerships, derivatives, hedge funds or private equity investments. Moreover, 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. Pursuant to our enterprise risk management guidelines and controls, we perform regular stress tests of our investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not seriously undermine our financial strength and the long-term continuity and prospects of our insurance underwriting subsidiaries.
32
Changes in shareholders' equity per share are reflected in the following table. As shown, these resulted mostly from net income excluding net investment gains (losses), realized and unrealized investment gains (losses), and dividend payments to shareholders.
| Shareholders' Equity Per Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| 2023 | 2022 | 2021 | ||||||||
| Beginning balance | $ | 21.07 | $ | 22.77 | $ | 20.76 | ||||
| Changes in shareholders' equity: | ||||||||||
| Net income excluding net investment gains (losses) | 2.65 | 2.80 | 3.10 | |||||||
| Net of tax realized investment gains (losses) | (0.19) | 0.17 | 0.02 | |||||||
| Net of tax unrealized investment gains (losses): | ||||||||||
| Fixed income securities | 1.31 | (2.18) | (0.97) | |||||||
| Equity securities | (0.34) | (0.69) | 1.96 | |||||||
| Total net of tax realized and unrealized | ||||||||||
| investment gains (losses) | 0.78 | (2.70) | 1.01 | |||||||
| Cash dividends | (0.98) | (1.92) | (2.38) | |||||||
| Other - net | (0.21) | 0.12 | 0.28 | |||||||
| Net change | 2.24 | (1.70) | 2.01 | |||||||
| Ending balance | $ | 23.31 | $ | 21.07 | $ | 22.77 | ||||
| Percentage change for the period | 10.6 | % | (7.5) | % | 9.7 | % | ||||
| Percentage change for the period, inclusive of cash dividends | 15.3 | % | 1.0 | % | 21.1 | % |
33
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.
RESULTS OF OPERATIONS
Consolidated Overview
Premiums & Fees
The major sources of Old Republic's consolidated earned premiums and fees for the periods shown were as follows:
| Net Earned Premiums and Fees | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||||
| General Insurance | $ | 4,119.2 | $ | 3,808.6 | $ | 3,555.5 | |||||
| Title Insurance | 2,562.8 | 3,833.8 | 4,404.3 | ||||||||
| RFIG Run-off | 16.4 | 23.2 | 32.6 | ||||||||
| Corporate & Other | 9.1 | 9.6 | 11.0 | ||||||||
| Total | $ | 6,707.7 | $ | 7,675.3 | $ | 8,003.6 | |||||
| Percentage change from prior period | (12.6) | % | (4.1) | % | 18.8 | % |
For 2023, consolidated net premiums and fees earned declined 12.6%. The continued decline in Title Insurance net premiums and fees was partially offset by strong growth in General Insurance. For 2022, consolidated net premiums and fees earned declined 4.1%, reflecting a decrease in Title Insurance of 13.0%, offset by growth in General Insurance of 7.1%.
Net Investment Income
The following tables reflect the invested asset bases as of the indicated dates, the investment income earned and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the cost of the underlying invested assets.
| Invested Assets at Cost | Fair Value Adjust- ment | Invested Assets at Fair Value | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General Insurance | Title Insurance | RFIG Run-off (a) | Corporate & Other | Total | ||||||||||||||||||||||
| As of December 31: | ||||||||||||||||||||||||||
| 2022 | $ | 11,825.2 | $ | 1,512.4 | $ | 341.6 | $ | 1,500.1 | $ | 15,179.4 | $ | 680.4 | $ | 15,859.9 | ||||||||||||
| 2023 | $ | 12,030.5 | $ | 1,350.2 | $ | 25.2 | $ | 1,438.5 | $ | 14,844.5 | $ | 1,023.1 | $ | 15,867.7 |
__________
(a) At December 31, 2023, the Company classified its RFIG Run-off mortgage insurance business as held-for-sale in its consolidated balance sheet. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.
| Net Investment Income | Yield at | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General Insurance | Title Insurance | RFIG Run-off | Corporate & Other | Total | Cost | Fair Value | |||||||||||||||||||
| Years Ended | |||||||||||||||||||||||||
| December 31: | |||||||||||||||||||||||||
| 2021 | $ | 342.4 | $ | 43.8 | $ | 11.4 | $ | 36.5 | $ | 434.3 | 3.02 | % | 2.72 | % | |||||||||||
| 2022 | 358.0 | 47.9 | 6.7 | 46.8 | 459.5 | 3.07 | 2.83 | ||||||||||||||||||
| 2023 | $ | 462.7 | $ | 57.0 | $ | 6.3 | $ | 52.2 | $ | 578.3 | 3.82 | % | 3.62 | % |
Net investment income increased 25.8% in 2023, driven by higher investment yields earned. Net investment income increased by 5.8% in 2022, reflecting growth in the invested asset base and higher investment yields earned.
34
Loss and Loss Adjustment Expenses
Total loss 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 loss reserve estimates for major types of insurance coverages as of December 31, 2023 and 2022:
| Loss and Loss Adjustment Expense Reserves | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31: | 2023 | 2022 | |||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||
| Workers' compensation | $ | 4,723.5 | $ | 2,725.3 | $ | 4,855.2 | $ | 2,879.6 | |||||||||
| Commercial auto | 3,492.8 | 1,808.4 | 3,233.9 | 1,747.3 | |||||||||||||
| General liability | 1,518.8 | 705.5 | 1,427.3 | 641.9 | |||||||||||||
| Other coverages | 1,890.3 | 1,412.5 | 1,707.8 | 1,260.0 | |||||||||||||
| Unallocated loss adjustment expense reserves | 303.3 | 303.3 | 296.9 | 295.8 | |||||||||||||
| Total general insurance reserves | 11,928.9 | 6,955.2 | 11,521.2 | 6,824.8 | |||||||||||||
| Title | 598.5 | 598.5 | 612.8 | 612.8 | |||||||||||||
| RFIG Run-off (a) | — | — | 77.9 | 77.9 | |||||||||||||
| Life and accident | 10.7 | 6.6 | 9.4 | 6.3 | |||||||||||||
| Total loss and loss adjustment expense reserves | $ | 12,538.2 | $ | 7,560.4 | $ | 12,221.5 | $ | 7,521.9 | |||||||||
| Asbestosis and environmental loss reserves included | |||||||||||||||||
| in the above general insurance reserves: | |||||||||||||||||
| Amount | $ | 130.6 | $ | 87.5 | $ | 121.3 | $ | 84.0 | |||||||||
| % of total general insurance reserves | 1.1 | % | 1.3 | % | 1.1 | % | 1.2 | % |
__________
(a) RFIG Run-off loss and loss adjustment expense reserves of $54.9 on both a gross and net basis have been classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.
A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 5 in the Notes to Consolidated Financial Statements.
The percentage of net loss and loss adjustment expenses incurred as a percentage of premiums and related fee revenues of the Company's three reportable segments and for consolidated operations were as follows:
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| General Insurance | 62.0 | % | 62.1 | % | 64.8 | % | |||
| Title Insurance | 1.9 | 2.3 | 2.6 | ||||||
| RFIG Run-off | (66.9) | (75.5) | (5.3) | ||||||
| Consolidated loss ratio | 38.7 | % | 31.8 | % | 30.2 | % | |||
| Reconciliation of consolidated loss ratio: | |||||||||
| Provision for insured events of the current year | 43.3 | % | 35.5 | % | 32.9 | % | |||
| Change in provision for insured events of prior years: | |||||||||
| Net favorable development | (4.6) | (3.7) | (2.7) | ||||||
| Consolidated loss ratio | 38.7 | % | 31.8 | % | 30.2 | % |
The consolidated loss ratio reflects the changing contributions of each segment to consolidated results, and this ratio's variances within each segment. The increase in the 2023 consolidated loss and loss adjustment expense ratio is primarily due to a change in mix commensurate with the drop in Title Insurance premiums which carry lower loss and loss adjustment expense ratios.
For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments in 2023, 2022, and 2021, which on average decreased the consolidated loss ratio by 3.7% percentage points. Both General Insurance and Title Insurance experienced increased levels of favorable development in relation to earned premiums in 2023. Favorable development in General Insurance continued to be experienced within workers’ compensation and commercial auto lines of coverage. The increase in favorable development as a percentage of net premiums and fees earned experienced within Title Insurance was impacted by declining premium levels in 2023.
35
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period when the initial expected loss ratio is believed to be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial position, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.
Underwriting Acquisition and Other Expenses
The following table sets forth the expense ratios registered by each business segment and in consolidation for the periods shown:
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| General Insurance | 28.2 | % | 27.4 | % | 26.5 | % | |||
| Title Insurance | 95.2 | 90.9 | 86.7 | ||||||
| RFIG Run-off | 76.5 | 53.0 | 39.9 | ||||||
| Consolidated | 53.9 | % | 59.2 | % | 59.7 | % |
Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and costs of producing business. 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. General operating expenses are routinely subject to timing, and can fluctuate with line of coverage mix, as well as investments in business expansion and information technology. The decrease in the 2023 consolidated expense ratio is primarily due to a change in mix commensurate with the drop in Title Insurance premiums which carry a higher expense ratio. The long term trends in the General Insurance expense ratio reflect a shift in line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in a shift in the line of coverage mix toward lines with lower current period loss ratios and higher expense ratios. The 2023 and 2022 Title Insurance expense ratios were elevated compared to 2021, generally reflecting lower directly produced revenues that carry higher fixed expenses.
Combined Ratios
The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| General Insurance | 90.2 | % | 89.5 | % | 91.3 | % | |||
| Title Insurance | 97.1 | 93.2 | 89.3 | ||||||
| RFIG Run-off | 9.6 | (22.5) | 34.6 | ||||||
| Consolidated | 92.6 | % | 91.0 | % | 89.9 | % |
Net Investment Gains (Losses)
The Company's investment policies are designed to produce a stable source of income from interest and dividends, protection of capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.
The following table reflects the composition of net investment gains or losses for the periods shown.
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| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Realized investment gains (losses) from actual transactions: | |||||||||||
| Fixed income | $ | (180.7) | $ | (187.6) | $ | 1.5 | |||||
| Equity securities and other | 165.5 | 373.3 | 5.3 | ||||||||
| Total | (15.2) | 185.7 | 6.9 | ||||||||
| Impairment losses | (51.8) | (123.5) | — | ||||||||
| Unrealized gains (losses) from changes in fair value of equity securities | (123.9) | (263.4) | 751.1 | ||||||||
| Total investment gains (losses) | $ | (190.9) | $ | (201.1) | $ | 758.0 |
Dispositions of fixed income securities from scheduled maturities and early calls were 48.3%, 49.1%, and 80.7% of total fixed income dispositions occurring in 2023, 2022, and 2021, respectively. Realized gain (loss) activity in 2023 was primarily the result of tax planning considerations in conjunction with the sales of securities to fund the Company's repurchase program. The 2023 impairment charge primarily reflects an estimated loss of $45.6 on the pending sale of the RFIG Run-off mortgage insurance business. To a lesser degree, 2023 impairment losses were also recorded on fixed income securities that the Company intended to and subsequently disposed of to facilitate certain structural changes to a deferred compensation plan, as well as a small credit loss. During 2022, the Company rebalanced the investment portfolio by reducing equity security holdings and increasing fixed income holdings as reinvestment rates began to materially improve. Additionally, 2022 includes investment impairment charges of $123.5 on fixed income securities, which management intended to and subsequently disposed of during the year, driven primarily by tax planning considerations. The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
Income Taxes
The effective consolidated income tax rates were 19.9%, 19.9%, and 20.2% in 2023, 2022, and 2021, respectively. The rates for each year reflect primarily the varying proportions of pretax operating income derived from partially tax preferred investment income (principally tax-exempt interest and dividend income).
Segment Overview
General Insurance
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | |||||||||||||
| Net premiums earned | $ | 4,119.2 | $ | 3,808.6 | $ | 3,555.5 | 8.2 | % | 7.1 | % | ||||||||
| Loss and loss adjustment expenses | 2,553.3 | 2,364.6 | 2,303.1 | 8.0 | 2.7 | |||||||||||||
| Sales and general expenses | 1,322.2 | 1,192.0 | 1,085.4 | 10.9 | 9.8 | |||||||||||||
| Segment pretax operating income | $ | 787.8 | $ | 689.8 | $ | 589.6 | 14.2 | % | 17.0 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 67.7 | % | 67.2 | % | 68.6 | % | ||||||||||||
| Prior years | (5.7) | (5.1) | (3.8) | |||||||||||||||
| Total | 62.0 | 62.1 | 64.8 | |||||||||||||||
| Expense ratio | 28.2 | 27.4 | 26.5 | |||||||||||||||
| Combined ratio | 90.2 | % | 89.5 | % | 91.3 | % |
Premiums & Fees
The percentage of net premiums earned for major insurance coverages in the General Insurance segment was as follows:
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| General Insurance Net Earned Premiums by Type of Coverage | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||
| Commercial auto | 41.0 | % | 39.5 | % | 39.6 | % | |||
| Workers' compensation | 19.5 | 21.3 | 21.9 | ||||||
| Property | 11.5 | 9.8 | 9.7 | ||||||
| Financial indemnity | 8.4 | 10.3 | 9.7 | ||||||
| Home and auto warranty | 7.6 | 8.7 | 9.5 | ||||||
| General liability | 6.1 | 5.2 | 5.2 | ||||||
| Other coverages | 5.9 | % | 5.2 | % | 4.4 | % |
General Insurance net premiums earned increased 8.2% for 2023, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including contributions from recently established underwriting subsidiaries. Premium growth occurred across most lines of coverage and was most pronounced within commercial auto, property and general liability, partially offset by declines in public D&O (included within financial indemnity) and home warranty. Commercial auto, general liability and property achieved strong rate increases while there were rate declines in public D&O and workers' compensation. General Insurance net premiums earned increased 7.1% for 2022, driven by growth in most lines of coverage, in particular, commercial auto. Premium rate increases for most lines of coverages, high renewal retention ratios, and new business production all contributed.
Loss and Loss Adjustment Expenses
The percentage of net loss and loss adjustment expenses measured against premiums earned by major types of insurance coverage were as follows:
| General Insurance Loss Ratios by Type of Coverage | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||
| Commercial auto | 71.5 | % | 66.6 | % | 71.5 | % | |||
| Workers' compensation | 41.4 | 45.9 | 58.9 | ||||||
| Property | 61.0 | 65.4 | 59.3 | ||||||
| Financial indemnity | 48.2 | 67.0 | 53.9 | ||||||
| Home and auto warranty | 65.5 | 66.9 | 67.9 | ||||||
| General liability | 76.0 | 71.6 | 64.1 | ||||||
| Other coverages | 65.9 | 60.4 | 63.8 | ||||||
| All coverages | 62.0 | % | 62.1 | % | 64.8 | % |
Overall, the longer term trends in current year loss and expense ratios reflect a shift in the line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in a shift in the line of coverage mix toward lines with lower current period loss ratios and higher expense ratios. The General Insurance loss ratio has improved in recent years due to higher levels of favorable development and improving current year loss ratios. Favorable development is predominantly from workers' compensation and commercial auto, partially offset by unfavorable development within general liability in 2023. The property loss ratio was elevated in 2022 primarily due to the impacts of Hurricane Ian, impacted by reinstatement premiums of $16.6 and losses based on the Company's estimated $10.0 net retention. The financial indemnity loss ratio in 2022 reflected an elevated level of security class action claims on public company D&O insurance from accident years 2018 and 2019.
Unfavorable asbestosis and environmental (A&E) claim developments included in general liability coverages above are not material in any of the periods presented, and are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often 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 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 appraisal of an insurer's A&E loss reserve level, Old Republic's average five-year paid loss survival ratios stood at 6.6 years (gross) and 7.4 years (net of reinsurance) as of December 31, 2023, and 6.4 years (gross) and 7.6 years (net of reinsurance) as of December 31, 2022. Fluctuations in this ratio between years can be caused by the inconsistent payout patterns associated with these types of claims. For the five years ended December 31, 2023, incurred A&E
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claims and related loss settlement costs have averaged 0.6% of average annual General Insurance loss and loss adjustment expenses.
A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2023 and 2022 is as follows:
| December 31: | 2023 | 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Net | Gross | Net | ||||||||||||
| Asbestosis: | |||||||||||||||
| Reserves at beginning of year | $ | 98.3 | $ | 66.7 | $ | 85.0 | $ | 54.9 | |||||||
| Loss and loss expenses incurred | 27.9 | 16.9 | 29.0 | 23.5 | |||||||||||
| Loss and loss adjustment expenses paid | 17.0 | 13.4 | 15.7 | 11.7 | |||||||||||
| Reserves at end of year | 109.2 | 70.2 | 98.3 | 66.7 | |||||||||||
| Environmental: | |||||||||||||||
| Reserves at beginning of year | 23.0 | 17.3 | 33.0 | 22.3 | |||||||||||
| Loss and loss expenses incurred | 0.4 | 1.4 | (4.9) | (1.8) | |||||||||||
| Loss and loss adjustment expenses paid | 2.0 | 1.5 | 5.0 | 3.1 | |||||||||||
| Reserves at end of year | 21.4 | 17.3 | 23.0 | 17.3 | |||||||||||
| Total asbestosis and environmental reserves | $ | 130.6 | $ | 87.5 | $ | 121.3 | $ | 84.0 |
Sales and General Expenses
Recent years' expense ratios reflect a shift in line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in a shift in the line of coverage mix toward lines with lower current period loss ratios and higher expense ratios. Higher personnel and information technology costs in 2023 also contributed to the higher expense ratios.
Title Insurance
| Summary Operating Results | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | ||||||||||||
| Net premiums and fees earned | $ | 2,562.8 | $ | 3,833.8 | $ | 4,404.3 | (33.2) | % | (13.0) | % | |||||||
| Loss and loss adjustment expenses | 48.7 | 89.1 | 112.9 | (45.3) | (21.1) | ||||||||||||
| Sales and general expenses | 2,439.3 | 3,484.2 | 3,818.4 | (30.0) | (8.8) | ||||||||||||
| Segment pretax operating income | $ | 133.5 | $ | 308.8 | $ | 515.7 | (56.7) | % | (40.1) | % | |||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.7 | % | 3.6 | % | 3.6 | % | |||||||||||
| Prior years | (1.8) | (1.3) | (1.0) | ||||||||||||||
| Total | 1.9 | 2.3 | 2.6 | ||||||||||||||
| Expense ratio | 95.2 | 90.9 | 86.7 | ||||||||||||||
| Combined ratio | 97.1 | % | 93.2 | % | 89.3 | % |
Premiums & Fees
Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction 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. Title premium and fee revenues produced by independent title agents are recognized upon receipt, rather than making estimates that could be subject to significant variance from actual premium and fee production. Such receipts can result in a three to four month lag relative to the effective date of the underlying title policy and are offset concurrently by production expenses and loss reserve provisions.
39
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||
| Direct Operations | 21.0 | % | 19.5 | % | 22.0 | % | |||
| Independent Title Agents | 79.0 | % | 80.5 | % | 78.0 | % |
Title Insurance net premium and fee earned declined by 33.2% in 2023. Both directly produced and agency produced revenues declined, driven by a continued drop in mortgage originations attributable to higher mortgage interest rates. Commercial premiums decreased commensurately, and represent 22% of premiums earned in 2023. For 2022, net premiums and fees earned decreased by 13.0%, driven by increasing mortgage interest rates which drove a steep reduction in refinance activity and to a lesser extent, purchase activity.
Loss and Loss Adjustment Expenses
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios for the periods reported.
Sales and General Expenses
Expense ratios reflect the impact of a $17.2 state sales tax assessment paid and expensed in the fourth quarter of 2022 and subsequently recovered and taken into income in 2023. The assessment increased the 2022 expense ratio by 0.5 percentage points and its recovery reduced the 2023 expense ratio by 0.7 percentage points. Excluding the impacts of the sales tax assessment, both period's expense ratios remain elevated, generally reflecting lower directly produced revenues that carry higher fixed expenses.
RFIG Run-off
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||
| Years Ended December 31: | 2023 | 2022 | 2021 | vs. 2022 | vs. 2021 | |||||||||||||
| Net premiums earned | $ | 16.4 | $ | 23.2 | $ | 32.6 | (29.2) | % | (28.9) | % | ||||||||
| Loss and loss adjustment expenses | (11.0) | (17.5) | (1.7) | 37.2 | N/M | |||||||||||||
| Pretax operating income | $ | 21.2 | $ | 35.2 | $ | 32.8 | (39.9) | % | 7.3 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 91.4 | % | 80.8 | % | 62.2 | % | ||||||||||||
| Prior years | (158.3) | (156.3) | (67.5) | |||||||||||||||
| Total | (66.9) | (75.5) | (5.3) | |||||||||||||||
| Expense ratio | 76.5 | 53.0 | 39.9 | |||||||||||||||
| Combined ratio | 9.6 | % | (22.5) | % | 34.6 | % |
RFIG Run-off's mortgage guaranty insurance carriers ceased the underwriting of new policies effective August 31, 2011 and the existing book of business was placed in run-off operating mode.
During the fourth quarter of 2023, a definitive agreement was reached to sell the mortgage insurance business to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd. The transaction is subject to regulatory approval and is expected to close in the first half of 2024. An estimated loss on the pending sale, inclusive of transaction costs, totaling $45.6 was reflected as a realized investment loss during the fourth quarter of 2023. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.
Premiums & Fees
RFIG Run-off's mortgage guaranty premiums primarily stem from monthly installments paid on long-duration, guaranteed renewable insurance policies. 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.
The following tables provide information on production and related risk exposure trends for Old Republic's mortgage guaranty insurance operation:
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| Premium and Persistency Trends | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||||
| Net Earned Premiums | $ | 16.4 | $ | 23.2 | $ | 32.6 | |||||
| Persistency | 84.4 | % | 78.1 | % | 74.8 | % |
Persistency trends improved in 2023, mostly due to the impact of rising mortgage interest rates on the real estate market.
| Net Risk in Force by Type | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||||
| Traditional Primary | $ | 909.6 | $ | 1,059.1 | $ | 1,364.9 | |||||
| Other | 73.7 | 114.4 | 140.4 | ||||||||
| Total | $ | 983.4 | $ | 1,173.5 | $ | 1,505.4 |
The results of RFIG Run-off reflected the continuing drop in net earned premiums in line with the declining risk in force and lower renewal premium rates.
Loss and Loss Adjustment Expenses
The following table provides certain mortgage guaranty average loss related trends.
| Years Ended December 31: | 2023 | 2022 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Settled Claim Amount (a) | $ | 40,213 | $ | 43,742 | $ | 42,411 | |||||
| Reported Delinquency Ratio at End of Period | 10.5 | % | 11.8 | % | 12.4 | % |
__________
(a) Amounts are in whole dollars.
Mortgage insurance loss costs continued to be favorable from higher levels of cure rates on reported defaults.
FINANCIAL POSITION
The Company's financial position at December 31, 2023 reflected increases in assets, liabilities, and common shareholders' equity of 5.3%, 5.8%, and 3.8%, respectively, when compared to the immediately preceding year-end. Cash and invested assets represented 61.1% and 63.8% of consolidated assets as of December 31, 2023 and 2022, respectively. As of year-end 2023, the cash and invested asset base decreased by 0.9% to $16,187.6.
Investment Portfolio
Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2023 and 2022, nearly all of the Company's investments consisted of marketable securities. The investment portfolio does not contain high risk or illiquid asset classes and has extremely limited exposure to collateralized debt obligations (CDO), credit default and interest rate swaps, hybrid securities, asset-backed securities (ABS), guaranteed investment contracts (GIC), structured investment vehicles (SIV), auction rate variable short-term securities, limited partnerships, derivatives, hedge funds or private equity investments. Moreover, 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. At December 31, 2023, the Company had no fixed income investments in default as to principal and/or interest.
Several years ago, interest rates dropped to a level where the Company had the opportunity to invest in high quality dividend paying equity securities to attain a higher yield than could be earned from fixed income investments with similar risk profiles. This equity portfolio grew to a high of more than 30% of the entire consolidated portfolio, including a large amount of unrealized gains. In early 2022, management decided to rebalance the portfolio and reduce its equity holdings. This decision was precipitated by several factors: the overall economic backdrop, a rapidly increasing level of inflation, the Federal Reserve signaling a tightening of monetary policy, and increasing interest rates. As a result, the Company replaced the yield that has been provided by the equity portfolio with a lower risk (in terms of volatility) source of net investment income. The Company sold more than $2 billion worth of equities, all of which were within 11% of their 52 week highs. This generated $374.5 in net realized gains on sales. As part of a tax planning initiative, the Company took advantage of depressed fixed income values from the rising interest rate environment and sold enough fixed income securities in a loss position to offset all but $62.2 in net realized gains.
Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, debt maturities, and investment strategy considerations. Accordingly, the future level
41
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 fixed income 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 fixed Income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income 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 fixed income 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 income investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements 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 income 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 fixed income portfolio 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 following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown:
| Fixed Income Securities Stratified by Credit Quality (a) | ||||||
|---|---|---|---|---|---|---|
| December 31: | 2023 | 2022 | ||||
| Aaa | 18.8 | % | 22.1 | % | ||
| Aa | 9.5 | 10.0 | ||||
| A | 35.9 | 34.1 | ||||
| Baa | 34.7 | 32.3 | ||||
| Total investment grade | 98.9 | 98.5 | ||||
| Non-investment grade or non-rated issuers | 1.1 | 1.5 | ||||
| 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.
42
| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Fixed Income Securities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||
| Non-Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||||||||
| Consumer, Cyclical | $ | 38.1 | $ | 0.2 | $ | 0.5 | $ | 37.8 | |||||||
| Basic Materials | 23.7 | 0.2 | 0.7 | 23.1 | |||||||||||
| Energy | 22.5 | — | 0.4 | 22.1 | |||||||||||
| Industrial | 19.2 | — | 1.1 | 18.1 | |||||||||||
| Other (includes four industry groups) | 33.7 | 0.4 | 0.2 | 33.9 | |||||||||||
| Total | $ | 137.4 | $ | 1.0 | $ | 3.1 | $ | 135.2 | |||||||
| Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||||||||
| Governments | $ | 2,558.1 | $ | 3.4 | $ | 69.1 | $ | 2,492.4 | |||||||
| Utilities | 1,982.4 | 23.5 | 54.5 | 1,951.4 | |||||||||||
| Consumer, Non-cyclical | 1,799.2 | 27.5 | 31.5 | 1,795.2 | |||||||||||
| Financial | 1,543.0 | 21.1 | 27.1 | 1,537.0 | |||||||||||
| Industrial | 1,506.8 | 23.8 | 27.3 | 1,503.3 | |||||||||||
| Consumer, Cyclical | 959.6 | 15.0 | 12.7 | 961.8 | |||||||||||
| Energy | 709.4 | 6.9 | 16.2 | 700.1 | |||||||||||
| Other (includes five industry groups) | 1,066.6 | 16.2 | 20.0 | 1,062.9 | |||||||||||
| Total | $ | 12,125.5 | $ | 137.9 | $ | 258.8 | $ | 12,004.6 |
In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Equity Securities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||
| Equity Securities by Industry Concentration: | |||||||||||||||
| Consumer, Non-cyclical | $ | 406.2 | $ | 236.9 | $ | 3.9 | $ | 639.1 | |||||||
| Utilities | 355.2 | 100.5 | 11.4 | 444.3 | |||||||||||
| Industrial | 288.6 | 344.6 | 0.1 | 633.1 | |||||||||||
| Energy | 150.5 | 118.9 | — | 269.5 | |||||||||||
| Financial | 79.0 | 85.0 | 0.2 | 163.7 | |||||||||||
| Consumer, Cyclical | 68.6 | 98.4 | — | 167.0 | |||||||||||
| Other (includes five industry groups) | 163.6 | 180.1 | — | 343.7 | |||||||||||
| Total | $ | 1,511.9 | $ | 1,164.7 | $ | 15.7 | $ | 2,660.8 |
The Company's equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost | Gross Unrealized Losses | |||||||||||||||
| December 31, 2023 | All | Non-Investment Grade Only | All | Non- Investment Grade Only | ||||||||||||
| Maturity Ranges: | ||||||||||||||||
| Due in one year or less | $ | 1,550.8 | $ | 14.7 | $ | 16.4 | $ | 0.1 | ||||||||
| Due after one year through five years | 4,428.7 | 49.9 | 150.8 | 1.3 | ||||||||||||
| Due after five years through ten years | 1,752.4 | 26.5 | 93.6 | 1.6 | ||||||||||||
| Due after ten years | 22.7 | — | 1.1 | — | ||||||||||||
| Total | $ | 7,754.8 | $ | 91.2 | $ | 262.0 | $ | 3.1 |
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| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Gross Unrealized Losses | |||||||||||||||||
| December 31, 2023 | Less than 20% of Cost | 20% to 50% of Cost | More than 50% of Cost | Total Gross Unrealized Loss | |||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| One to six months | $ | 0.9 | $ | — | $ | — | $ | 0.9 | |||||||||
| Seven to twelve months | 10.8 | — | — | 10.8 | |||||||||||||
| More than twelve months | 250.0 | 0.1 | — | 250.2 | |||||||||||||
| Total | $ | 261.8 | $ | 0.1 | $ | — | $ | 262.0 |
In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
| Age Distribution of Fixed Income Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31: | 2023 | 2022 | ||||||
| Maturity Ranges: | ||||||||
| Due in one year or less | 13.1 | % | 11.4 | % | ||||
| Due after one year through five years | 49.9 | 48.5 | ||||||
| Due after five years through ten years | 36.3 | 38.8 | ||||||
| Due after ten years through fifteen years | 0.6 | 1.2 | ||||||
| Due after fifteen years | 0.1 | 0.1 | ||||||
| Total | 100.0 | % | 100.0 | % | ||||
| Average Maturity in Years | 4.3 | 4.3 | ||||||
| Duration | 3.7 | 3.9 |
Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.7 as of December 31, 2023 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 fixed income investment portfolio of approximately 3.7%.
Liquidity and Capital Resources
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 and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on December 31, 2023 statutory balances, the Company can receive up to $854.5 in ordinary dividends from its subsidiaries in 2024 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operating subsidiaries.
Old Republic's total capitalization of $8,002.0 at December 31, 2023 consisted of debt of $1,591.2 and common shareholders' equity of $6,410.7. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), dividend payments to shareholders, and share repurchases for the year then ended. At December 31, 2023, the Company's consolidated debt to equity ratio was 24.8%. The Company plans to have adequate liquidity available to retire the senior notes maturing in October 2024 in the event that market conditions are not favorable to refinancing.
Old Republic has paid a cash dividend without interruption since 1942 (82 years), and it has raised the annual cash dividend payment for each of the past 42 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 earnings for the five to ten most recent calendar years, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries.
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During 2023, the Company returned capital to shareholders of $806, comprised of $276 in dividends and $530 of share repurchases (20.9 million shares at an average price of $25.59 per share). Following the close of the year and through February 20, 2024, the Company repurchased 2.9 million additional shares for $83.1 (average price of $28.33), completing its repurchase program under the most recent repurchase authorization, approved by the Company's Board of Directors on May 12, 2023. The repurchase program was intended to comply with Rule 10b-18 and had no expiration date, did not require the purchase of any minimum number of shares and could be suspended, modified or discontinued at any time without prior notice. Old Republic may also from time to time repurchase shares pursuant to written, pre-arranged Rule 10b5-1 plans. The Company's Board of Directors also declared special cash dividends of $1.00 per share in August 2022 (paid on September 15, 2022) and $1.50 per share in August 2021 (paid on October 6, 2021). In reaching its decision to authorize the share repurchase program, the Board evaluated such factors as the current and foreseeable liquidity and capital needs of the parent holding company and its insurance company subsidiaries.
Under state insurance regulations, the Company's three mortgage insurance subsidiaries are required to hold minimum amounts of capital based on specified formulas. Because the Company's mortgage insurance subsidiaries have discontinued writing new business the risk-to-capital ratio considerations are therefore no longer of consequence.
The Company's principal mortgage insurance subsidiaries sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $110.0, $140.0, and $100.0 in 2023, 2022, and 2021, respectively. Shortly after closing the previously announced sale of the mortgage insurance subsidiaries, the Company expects proceeds of approximately $140.0 to be returned to the parent company through a cash dividend from the intermediate holding company.
Other Assets
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.
Contractual Obligations
The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2023:
| 2024 | 2025 and 2026 | 2027 and 2028 | 2029 and After | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations: | ||||||||||||||||||
| Debt | $ | 400.0 | $ | 550.0 | $ | — | $ | 650.0 | $ | 1,600.0 | ||||||||
| Interest on Debt | 65.8 | 92.6 | 50.0 | 563.0 | 771.6 | |||||||||||||
| Operating Leases | 58.1 | 89.2 | 51.1 | 82.1 | 280.6 | |||||||||||||
| Loss and Loss Adjustment Reserves (a) | 2,957.7 | 3,455.5 | 1,772.1 | 4,352.8 | 12,538.2 | |||||||||||||
| Total | $ | 3,481.7 | $ | 4,187.4 | $ | 1,873.2 | $ | 5,648.0 | $ | 15,190.5 |
__________
(a) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.
Reinsurance Programs
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.
The following table displays the Company's General Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2023.
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| % of Total | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A.M. | Reinsurance Recoverable | Total | Consolidated | |||||||||||||||
| Best | on Paid | on Loss | Exposure | Reinsured | ||||||||||||||
| Reinsurer | Rating | Losses | Reserves | to Reinsurer | Liabilities | |||||||||||||
| Day One Insurance, Inc. | Unrated | $ | — | $ | 676.8 | $ | 676.8 | 13.2 | % | |||||||||
| Hannover Ruckversicherungs | A+ | 23.2 | 468.9 | 492.2 | 9.6 | |||||||||||||
| Archway Insurance, Ltd. | Unrated | 3.8 | 467.0 | 470.8 | 9.2 | |||||||||||||
| Munich Re America, Inc. | A+ | 15.3 | 251.2 | 266.6 | 5.2 | |||||||||||||
| Endurance Assurance Corporation | A+ | 8.9 | 236.0 | 244.9 | 4.8 | |||||||||||||
| AXIS Reinsurance Company | A | 15.3 | 215.3 | 230.7 | 4.5 | |||||||||||||
| Summit Insurance, Ltd. | Unrated | — | 213.6 | 213.6 | 4.2 | |||||||||||||
| Partner Reinsurance Company | A+ | 7.4 | 145.0 | 152.5 | 3.0 | |||||||||||||
| Transatlantic Reinsurance Company | A++ | 7.2 | 139.9 | 147.1 | 2.9 | |||||||||||||
| ARU SPC, Ltd. | Unrated | 0.9 | 123.0 | 123.9 | 2.4 | |||||||||||||
| $ | 82.4 | $ | 2,937.2 | $ | 3,019.6 | 58.7 | % |
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid losses and premium reserves. Such reinsurance balances recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by insureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to insureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized because reinsurance, retrospectively rated, and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to insureds or their beneficiaries.
Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk-sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss from any one event to a maximum of: $5.2 for workers' compensation; $7.0 for commercial auto liability; $7.0 for general liability; $12.8 for D&O; $2.2 for aviation; and $23.1 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0. The average direct primary mortgage guaranty exposure is (in whole dollars) $37,000 per insured loan.
The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company therefore became fully exposed to such claims. The Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA) were subsequently placed into law and serve as a federal reinsurance program administered by the Secretary of the Treasury. This legislation requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies (excluding such coverages as commercial auto, burglary and theft, professional liability, and farm owners multi-peril insurance) and also provides for temporary reinsurance protection through December 31, 2027.
Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. The program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2023. Once the program trigger is met, the program will be responsible for a fixed percentage of the
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Company's terrorism losses that exceed its deductible. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.
CRITICAL ACCOUNTING ESTIMATES
The Company's annual 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 such as Old Republic 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.
Changes in estimates generally result from altered circumstances, the continuum of newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that probable changes in estimates will have on its future financial condition or results of operations.
Old Republic believes that its most critical accounting estimate relates to the establishment of reserves for losses and loss adjustment expense. The major assumptions and methods used in setting this estimate is summarized as follows:
The establishment of reserves for losses and loss adjustment expenses
The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including those incurred but not reported (IBNR). The establishment of loss 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; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss 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 referred to as unfavorable development, whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.
Most of Old Republic's consolidated loss and loss adjustment expense reserves stem from its General Insurance business. At December 31, 2023, such reserves accounted for 95.1% and 92.0% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2022 represented 94.3% and 90.7% of the respective consolidated amounts.
The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's General Insurance operations encompass a large variety of coverages or classes of predominantly commercial insurance; it does not have a meaningful exposure to personal insurance coverages such as homeowners or private passenger auto insurance. 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 E&O or D&O 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 judge or jury verdicts. Approximately 88% of the General Insurance's loss 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 D&O liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized directly when setting reserves, rather actuarial modeling creates data points that inform management's estimates. 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 analysis of historical data. Favorable or unfavorable developments of prior year reserves 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.
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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 (IBNR) 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.
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 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 long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, D&O 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 held for the two to five most recent accident years depending on the individual class or category of business. However, reserves may be increased within a holding period when the initial expected loss ratio is believed to be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range. 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 loss 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 loss and loss 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 estimation 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 considered that policy wording have each affirmed that right. 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.
As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:
•Holding expected loss ratios for the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial auto liability, general liability, E&O and D&O liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 94.1% and 94.4%, and averaged 94.2% of gross consolidated loss reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 94.3% and 94.9% and averaged 94.6% as of the same dates.
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•Loss trends that are considered when establishing the above noted expected loss ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected loss ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.
•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.
Volatility of Reserve Estimates and Sensitivity
There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:
General Insurance net loss reserves can be affected by actual experience differing from expectations related to:
•frequency of claims incurred but not reported;
•the effect of reserve discounts applicable to certain workers' compensation claims;
•severity of litigated claims in particular;
•governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims;
•inflation rates applicable to repairs and the medical benefits portion of claims; and
•the emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.
Title Insurance loss reserve levels can be impacted by such developments as:
•loan refinancing activity, the effect of which can be to change the expected period during which title policies remain exposed to loss emergence; and
•changes in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.
RFIG Run-off net loss reserve levels can be influenced by several factors including:
•changes in the mix of insured business toward loans that have a higher or lower probability of default;
•increases in the average risk per insured loan;
•the levels of estimated rescission and claim denial activity;
•the deterioration of regional or national economic conditions leading to a reduction in borrowers' income and thus their ability to make payments on outstanding loans; and
•changes in housing values and/or in housing supply that can change the rate at which defaults evolve into claims and affect their overall severity.
With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted by:
•medical care cost inflation;
•frequency and severity of claims; and
•catastrophic events where there are concentrations of insured lives.
Consolidated loss costs developed favorably in the three most recent calendar years. This development had the effect of reducing consolidated annual loss costs for the three most recent years within a range of 8.1% and 10.6%, or by an average of approximately 9.7% per annum. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between 2.6% and 4.6%, and have averaged 3.6%.
The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2023 has ranged from 4.3% favorable to 15.2% favorable and averaged 9.9% favorable (approximately $748.4 based on current year ending reserves). Given the long tail associated with most of the Company’s lines of business, this loss reserve development has occurred over many years. The consolidated one-year development on prior year loss reserves over the past ten years through December 31, 2023 has ranged from 0.4% unfavorable to 4.3% favorable and averaged 2.1% favorable (approximately $158.7 based on current year ending reserves). Management does not have a practical business reason for making projections of likely outcomes of future loss developments. Further, the analysis and evaluation of the existing business mix, the natural offset effects of the Company's diverse coverage, current aggregate loss reserve levels, and loss development patterns suggest these historical outcomes are illustrative of the reasonable likelihood of how 2023 year-end loss reserves could ultimately develop. The most significant factors impacting the potential reserve development for each of the Company's insurance segments are discussed above.
The current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title and mortgage insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that
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using the historical outcomes presented above provides a reasonable range of cumulative and one-year reserve development for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2023.
50
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. 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 particularly affected 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 investment yields 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. Title Insurance and RFIG Run-off 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. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations 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.
General Insurance, Title Insurance, Corporate & Other, and RFIG Run-off maintain customer information and rely upon technology platforms to conduct their business. As a result, each of them and the Company are exposed to cyber risk. Many of the Company's operating subsidiaries, maintain separate IT systems which are deemed to reduce enterprise-wide risks of potential cybersecurity incidents. However, given the potential magnitude of a significant breach, the Company continually evaluates on an enterprise-wide basis its IT hardware, security infrastructure and business practices to respond to these risks and to detect and remediate in a timely manner significant cybersecurity incidents or business process interruptions. Refer to Part I, Item 1C - Cybersecurity for additional discussion.
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.
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.
51
FY 2022 10-K MD&A
SEC filing source: 0000074260-23-000014.
Item 7 - Management Analysis of Financial Position and Results of Operations
($ 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 a number of regulated insurance company subsidiaries organized into three major segments: General Insurance (property and liability insurance), Title Insurance and Republic Financial Indemnity Group (RFIG) Run-off. A small life and accident insurance business, accounting for 0.1% of consolidated operating revenues for the year ended December 31, 2022 and 0.5% of consolidated assets as of that date, is included within the Corporate & 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 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. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
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 generally 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 to the consolidated financial statements.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts the business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support our subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks, such as cybersecurity risks, that could adversely affect the Company's business and reputation.
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 capital resources. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of 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 primary 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 income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard for quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run its course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater accuracy.
This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.
22
EXECUTIVE SUMMARY
Old Republic International Corporation reported the following consolidated results:
| OVERALL RESULTS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2022 | 2021 | 2020 | |||||||||
| Pretax income | $ | 857.4 | $ | 1,922.1 | $ | 688.4 | ||||||
| Pretax investment gains (losses) | (201.1) | 758.0 | (142.0) | |||||||||
| Pretax income excluding investment gains (losses) | $ | 1,058.6 | $ | 1,164.0 | $ | 830.4 | ||||||
| Net income | $ | 686.4 | $ | 1,534.3 | $ | 558.6 | ||||||
| Net of tax investment gains (losses) | (158.6) | 598.4 | (112.1) | |||||||||
| Net income excluding investment gains (losses) | $ | 845.1 | $ | 935.9 | $ | 670.8 | ||||||
| Combined ratio | 91.0 | % | 89.9 | % | 93.3 | % | ||||||
| PER DILUTED SHARE | ||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | |||||||||
| Net income | $ | 2.26 | $ | 5.05 | $ | 1.87 | ||||||
| Net of tax investment gains (losses) | (0.53) | 1.97 | (0.37) | |||||||||
| Net income excluding investment gains (losses) | $ | 2.79 | $ | 3.08 | $ | 2.24 | ||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | ||||||||||||
| December 31: | 2022 | 2021 | ||||||||||
| Total | $ | 6,166.2 | $ | 6,893.2 | ||||||||
| Per Common Share | $ | 21.05 | $ | 22.76 |
The Company reported pretax income, excluding investment gains (losses), of $1,058.6 for the full year 2022 compared to $1,164.0 for 2021. Solid underwriting results drove a consolidated combined ratio of 91.0% for the full year 2022 compared to 89.9% and 93.3% in 2021 and 2020, respectively.
For 2022, consolidated net premiums and fees earned declined 4.1%, reflecting a decrease in Title Insurance of 13.0%, offset by growth in General Insurance of 7.1%. Conversely, consolidated net premiums and fees for 2021 represented growth of 18.8% compared to 2020, with mid-single digit increases in General Insurance and significant growth in Title insurance attributable to a low interest rate environment and a robust real estate market. Net investment income increased in 2022 following relatively flat levels maintained in 2021. The increase for 2022 reflects growth in the invested asset base and higher investment yields earned.
During 2022, the Company returned total capital of $862.0, including $580.7 in dividends and $281.2 of share repurchases (12.6 million shares at an average price of $22.23 per share), leaving approximately $169.0 remaining under the current repurchase authorization as of December 31, 2022. Following the close of the year and through February 23, 2023, the Company repurchased 1.3 million additional shares for $35.6 (average price of $25.85), leaving $133.1 remaining under the current repurchase authorization.
Book value per share was $21.05 as of December 31, 2022, reflecting declining fair market values of the investment portfolio during the year, partially offset by strong operating earnings. With the addition of dividends declared during the year, this was an increase of 0.9% over year-end 2021.
23
Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the primary needs of the insurance subsidiaries' underwriting and related services business. In this view, the evaluation of periodic and long-term results excludes consideration of all investment gains (losses). Under Generally Accepted Accounting Principles (GAAP), however, net income, inclusive of investment gains (losses), is the measure of total profitability.
In management's opinion, the focus on income excluding investment gains (losses), also described herein as segment pretax operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results, because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.
| FINANCIAL HIGHLIGHTS | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | ||||||||||||
| SUMMARY INCOME STATEMENTS: | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums and fees earned | $ | 7,675.3 | $ | 8,003.6 | $ | 6,737.8 | (4.1) | % | 18.8 | % | |||||||
| Net investment income | 459.5 | 434.3 | 438.9 | 5.8 | (1.1) | ||||||||||||
| Other income | 149.9 | 145.6 | 131.2 | 3.0 | 11.0 | ||||||||||||
| Total operating revenues | 8,284.9 | 8,583.5 | 7,308.0 | (3.5) | 17.5 | ||||||||||||
| Investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 62.2 | 6.9 | 14.2 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (263.4) | 751.1 | (156.2) | ||||||||||||||
| Total investment gains (losses) | (201.1) | 758.0 | (142.0) | ||||||||||||||
| Total revenues | 8,083.7 | 9,341.6 | 7,166.0 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | 2,440.2 | 2,420.9 | 2,491.4 | 0.8 | (2.8) | ||||||||||||
| Sales and general expenses | 4,719.2 | 4,942.3 | 3,942.4 | (4.5) | 25.4 | ||||||||||||
| Interest and other costs | 66.7 | 56.2 | 43.7 | 18.7 | 28.7 | ||||||||||||
| Total operating expenses | 7,226.3 | 7,419.5 | 6,477.5 | (2.6) | % | 14.5 | % | ||||||||||
| Pretax income | 857.4 | 1,922.1 | 688.4 | ||||||||||||||
| Income taxes | 170.9 | 387.7 | 129.7 | ||||||||||||||
| Net income | $ | 686.4 | $ | 1,534.3 | $ | 558.6 | |||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||
| Components of net income per share: | |||||||||||||||||
| Basic net income excluding investment gains (losses) | $ | 2.80 | $ | 3.10 | $ | 2.24 | (9.7) | % | 38.4 | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 0.17 | 0.02 | 0.04 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.69) | 1.96 | (0.41) | ||||||||||||||
| Basic net income | $ | 2.28 | $ | 5.08 | $ | 1.87 | |||||||||||
| Diluted net income excluding investment gains (losses) | $ | 2.79 | $ | 3.08 | $ | 2.24 | (9.4) | % | 37.5 | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 0.16 | 0.02 | 0.04 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.69) | 1.95 | (0.41) | ||||||||||||||
| Diluted net income | $ | 2.26 | $ | 5.05 | $ | 1.87 | |||||||||||
| Cash dividends on common stock | $ | 1.92 | $ | 2.38 | $ | 1.84 | |||||||||||
| Book value per share | $ | 21.05 | $ | 22.76 | $ | 20.75 | (7.5) | % | 9.7 | % |
We believe the information presented in the following table highlights the most meaningful indicators of ORI's segmented and consolidated financial performance. The information underscores the performance of our underwriting operations, as well as our sound investment of the capital and underwriting cash flows from these operations.
24
| Sources of Consolidated Income | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | ||||||||||||||
| Net premiums and fees earned: | |||||||||||||||||||
| General insurance | $ | 3,808.6 | $ | 3,555.5 | $ | 3,394.2 | 7.1 | % | 4.8 | % | |||||||||
| Title insurance | 3,833.8 | 4,404.3 | 3,286.3 | (13.0) | 34.0 | ||||||||||||||
| RFIG run-off | 23.2 | 32.6 | 45.1 | (28.9) | (27.6) | ||||||||||||||
| Corporate & other | 9.6 | 11.0 | 12.0 | (12.3) | (8.8) | ||||||||||||||
| Consolidated | $ | 7,675.3 | $ | 8,003.6 | $ | 6,737.8 | (4.1) | % | 18.8 | % | |||||||||
| Underwriting and related services income (loss): | |||||||||||||||||||
| General insurance | $ | 400.9 | $ | 311.4 | $ | 151.8 | 28.7 | % | 105.1 | % | |||||||||
| Title insurance | 261.3 | 474.0 | 305.8 | (44.9) | 55.0 | ||||||||||||||
| RFIG run-off | 28.4 | 21.3 | (5.3) | 33.3 | 497.1 | ||||||||||||||
| Corporate & other | (24.9) | (20.9) | (17.0) | (19.3) | (22.7) | ||||||||||||||
| Consolidated | $ | 665.8 | $ | 785.9 | $ | 435.2 | (15.3) | % | 80.6 | % | |||||||||
| Consolidated underwriting ratio: | |||||||||||||||||||
| Loss ratio: | |||||||||||||||||||
| Current year | 35.5 | % | 32.9 | % | 38.2 | % | |||||||||||||
| Prior years | (3.7) | (2.7) | (1.2) | ||||||||||||||||
| Total | 31.8 | 30.2 | 37.0 | ||||||||||||||||
| Expense ratio | 59.2 | 59.7 | 56.3 | ||||||||||||||||
| Combined ratio | 91.0 | % | 89.9 | % | 93.3 | % | |||||||||||||
| Net investment income: | |||||||||||||||||||
| General insurance | $ | 358.0 | $ | 342.4 | $ | 352.2 | 4.5 | % | (2.8) | % | |||||||||
| Title insurance | 47.9 | 43.8 | 42.0 | 9.4 | 4.3 | ||||||||||||||
| RFIG run-off | 6.7 | 11.4 | 15.2 | (41.1) | (24.7) | ||||||||||||||
| Corporate & other | 46.8 | 36.5 | 29.4 | 28.1 | 24.0 | ||||||||||||||
| Consolidated | $ | 459.5 | $ | 434.3 | $ | 438.9 | 5.8 | % | (1.1) | % | |||||||||
| Interest and other charges (credits): | |||||||||||||||||||
| General insurance | $ | 69.1 | $ | 64.2 | $ | 64.2 | |||||||||||||
| Title insurance | 0.4 | 2.1 | 3.8 | ||||||||||||||||
| RFIG run-off | — | — | — | ||||||||||||||||
| Corporate & other (a) | (2.8) | (10.1) | (24.3) | ||||||||||||||||
| Consolidated | $ | 66.7 | $ | 56.2 | $ | 43.7 | 18.7 | % | 28.7 | % | |||||||||
| Segmented and consolidated pretax income | |||||||||||||||||||
| excluding investment gains (losses): | |||||||||||||||||||
| General insurance | $ | 689.8 | $ | 589.6 | $ | 439.8 | 17.0 | % | 34.1 | % | |||||||||
| Title insurance | 308.8 | 515.7 | 344.0 | (40.1) | 49.9 | ||||||||||||||
| RFIG run-off | 35.2 | 32.8 | 9.8 | 7.3 | 232.3 | ||||||||||||||
| Corporate & other | 24.6 | 25.7 | 36.7 | (4.3) | (29.8) | ||||||||||||||
| Consolidated | 1,058.6 | 1,164.0 | 830.4 | (9.1) | % | 40.2 | % | ||||||||||||
| Income taxes on above | 213.4 | 228.1 | 159.6 | ||||||||||||||||
| Net income excluding investment | |||||||||||||||||||
| gains (losses) | 845.1 | 935.9 | 670.8 | (9.7) | % | 39.5 | % | ||||||||||||
| Consolidated pretax investment gains (losses): | |||||||||||||||||||
| Realized from actual transactions and impairments | 62.2 | 6.9 | 14.2 | ||||||||||||||||
| Unrealized from changes in fair value of equity securities | (263.4) | 751.1 | (156.2) | ||||||||||||||||
| Total | (201.1) | 758.0 | (142.0) | ||||||||||||||||
| Income taxes (credits) on above | (42.5) | 159.6 | (29.8) | ||||||||||||||||
| Net of tax investment gains (losses) | (158.6) | 598.4 | (112.1) | ||||||||||||||||
| Net income | $ | 686.4 | $ | 1,534.3 | $ | 558.6 | |||||||||||||
| Consolidated operating cash flow | $ | 1,170.6 | $ | 1,311.7 | $ | 1,185.0 |
(a) Includes consolidation/elimination entries.
25
General Insurance Segment Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | |||||||||||||
| Net premiums written | $ | 3,978.2 | $ | 3,680.9 | $ | 3,431.3 | 8.1 | % | 7.3 | % | ||||||||
| Net premiums earned | 3,808.6 | 3,555.5 | 3,394.2 | 7.1 | 4.8 | |||||||||||||
| Net investment income | 358.0 | 342.4 | 352.2 | 4.5 | (2.8) | |||||||||||||
| Other income | 148.9 | 144.5 | 130.3 | 3.1 | 10.9 | |||||||||||||
| Operating revenues | 4,315.6 | 4,042.5 | 3,876.8 | 6.8 | 4.3 | |||||||||||||
| Loss and loss adjustment expenses | 2,364.6 | 2,303.1 | 2,372.0 | 2.7 | (2.9) | |||||||||||||
| Sales and general expenses | 1,192.0 | 1,085.4 | 1,000.7 | 9.8 | 8.5 | |||||||||||||
| Interest and other costs | 69.1 | 64.2 | 64.2 | 7.7 | 0.1 | |||||||||||||
| Operating expenses | 3,625.8 | 3,452.8 | 3,436.9 | 5.0 | 0.5 | |||||||||||||
| Segment pretax operating income | $ | 689.8 | $ | 589.6 | $ | 439.8 | 17.0 | % | 34.1 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 67.2 | % | 68.6 | % | 70.7 | % | ||||||||||||
| Prior years | (5.1) | (3.8) | (.8) | |||||||||||||||
| Total | 62.1 | 64.8 | 69.9 | |||||||||||||||
| Expense ratio | 27.4 | 26.5 | 25.6 | |||||||||||||||
| Combined ratio | 89.5 | % | 91.3 | % | 95.5 | % |
General Insurance net premiums earned increased 7.1% for 2022 driven by growth in most lines of coverage, in particular commercial automobile. Net premiums earned for 2021 grew 4.8%, with rising premiums in commercial automobile, financial indemnity, and property lines of coverage. Premium rate increases for most lines of coverage, high renewal retention ratios, and new business production all contributed. Net investment income increased in 2022, reflecting higher investment yields earned and to a lesser extent, growth in the invested asset base. For 2021, net investment income decreased reflecting lower investment yields partially offset by growth in the invested asset base.
The reported loss ratio for General Insurance improved in 2022 and 2021, inclusive of favorable reserve development from prior periods. Favorable development for both periods came predominantly from the commercial automobile and workers' compensation lines of coverage. The current period loss costs reflect several years of premium rate increases, underwriting actions, and a shift in the line of coverage mix.
The expense ratios generally reflect the shift in line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in shifts in the lines of coverage mix toward lines with higher expense ratios and lower current period loss ratios.
Together, these factors produced highly profitable combined ratios and greater pretax operating income for the periods reported. For General Insurance, we target combined ratios between 90% and 95% over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly given the long claim payment patterns associated with the business.
The following table shows recent annual loss ratios and the effects of loss development trends:
| Effect of Prior Periods' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Favorable)/ | Loss Ratio Excluding | ||||||||||||
| Reported | Unfavorable Loss | Prior Periods' Loss | |||||||||||
| Loss Ratio | Reserves Development | Reserves Development | |||||||||||
| 2018 | 72.2 | % | — | % | 72.2 | % | |||||||
| 2019 | 71.8 | 0.4 | 71.4 | ||||||||||
| 2020 | 69.9 | (0.8) | 70.7 | ||||||||||
| 2021 | 64.8 | (3.8) | 68.6 | ||||||||||
| 2022 | 62.1 | % | (5.1) | % | 67.2 | % |
26
Title Insurance Segment Operating Results
| % Change | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | ||||||||||||
| Net premiums and fees earned | $ | 3,833.8 | $ | 4,404.3 | $ | 3,286.3 | (13.0) | % | 34.0 | % | |||||||
| Net investment income | 47.9 | 43.8 | 42.0 | 9.4 | 4.3 | ||||||||||||
| Other income | 0.9 | 1.1 | 0.9 | (18.2) | 14.9 | ||||||||||||
| Operating revenues | 3,882.7 | 4,449.3 | 3,329.3 | (12.7) | 33.6 | ||||||||||||
| Loss and loss adjustment expenses | 89.1 | 112.9 | 75.3 | (21.1) | 49.9 | ||||||||||||
| Sales and general expenses | 3,484.2 | 3,818.4 | 2,906.1 | (8.8) | 31.4 | ||||||||||||
| Interest and other costs | 0.4 | 2.1 | 3.8 | (80.2) | (42.7) | ||||||||||||
| Operating expenses | 3,573.8 | 3,933.5 | 2,985.3 | (9.1) | 31.8 | ||||||||||||
| Segment pretax operating income | $ | 308.8 | $ | 515.7 | $ | 344.0 | (40.1) | % | 49.9 | % | |||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.6 | % | 3.6 | % | 3.6 | % | |||||||||||
| Prior years | (1.3) | (1.0) | (1.3) | ||||||||||||||
| Total | 2.3 | 2.6 | 2.3 | ||||||||||||||
| Expense ratio | 90.9 | 86.7 | 88.4 | ||||||||||||||
| Combined ratio | 93.2 | % | 89.3 | % | 90.7 | % |
Title Insurance net premiums and fees earned declined by 13.0% for 2022. Both directly produced and agency produced revenues declined, and we remain of the view that such revenues will continue to face headwinds into 2023. The main driver of these trends is increasing mortgage interest rates which continue to drive a steep reduction in refinance activity and to a lesser extent, purchase activity. An uptick in commercial transaction activity resulted in commercial premium growth during the full year. Conversely, Title Insurance net premiums and fees earned grew by 34.0% for 2021, attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions was partially offset by a decline in refinance activity. Net investment income increased for 2022, reflecting growth in the invested asset base and higher investment yields earned. For 2021, net investment income also reflected growth in the invested asset base, however was somewhat offset by lower investment yields.
The 2022 Title Insurance loss ratio decreased slightly due predominantly to higher levels of favorable development as a percentage of premium. The 2022 expense ratio was elevated compared to 2021, generally reflecting the combination of lower directly produced revenues that carry higher fixed expenses, and to a lesser extent, a greater proportion of agency produced revenues that have a higher overall expense ratio. The 2022 full year expense ratio also reflects the impact of a fourth quarter state sales tax assessment payment of $17.2 (0.5 percentage points) for which the Company is currently pursuing recovery. Title Insurance's 2021 expense ratio reflects the benefit of greater leverage of the expense structure on significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.
Together, these factors produced profitable combined ratios, albeit lower pretax operating income for 2022.
The following table shows recent annual loss ratios and the effects of loss development trends:
| Effect of Prior Periods' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Favorable)/ | Loss Ratio Excluding | ||||||||||||
| Reported | Unfavorable Loss | Prior Periods' Loss | |||||||||||
| Loss Ratio | Reserves Development | Reserves Development | |||||||||||
| 2018 | 1.9 | % | (1.8) | % | 3.7 | % | |||||||
| 2019 | 2.5 | (1.2) | 3.7 | ||||||||||
| 2020 | 2.3 | (1.3) | 3.6 | ||||||||||
| 2021 | 2.6 | (1.0) | 3.6 | ||||||||||
| 2022 | 2.3 | % | (1.3) | % | 3.6 | % |
27
RFIG Run-off Segment Operating Results - Mortgage Insurance
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | |||||||||||||
| Net premiums earned | $ | 23.2 | $ | 32.6 | $ | 45.1 | (28.9) | % | (27.6) | % | ||||||||
| Net investment income | 6.7 | 11.4 | 15.2 | (41.1) | (24.7) | |||||||||||||
| Loss and loss adjustment expenses | (17.5) | (1.7) | 36.9 | N/M | (104.7) | |||||||||||||
| Pretax operating income | $ | 35.2 | $ | 32.8 | $ | 9.8 | 7.3 | % | 232.3 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 80.8 | % | 62.2 | % | 108.2 | % | ||||||||||||
| Prior years | (156.3) | (67.5) | (26.5) | |||||||||||||||
| Total | (75.5) | (5.3) | 81.7 | |||||||||||||||
| Expense ratio | 53.0 | 39.9 | 30.2 | |||||||||||||||
| Combined ratio | (22.5) | % | 34.6 | % | 111.9 | % |
Pretax operating results of RFIG Run-off reflect the continuing drop in net earned premiums in line with the declining risk in force. For 2022, favorable reserve development was the primary driver of the reduction in loss costs. Higher current year loss costs resulted from moderation in cure trends and increasing claim severity. Claim costs in 2021 reflect fewer newly reported delinquencies along with improved trends in cure rates and lower claim severity influenced by the ongoing economic recovery and strength in the real estate market. Net investment income decreased in 2022 and 2021, reflecting a declining invested asset base, driven by the payment of extraordinary dividends of $140.0, $100.0 and $37.5 to the parent company during 2022, 2021 and 2020, respectively, and lower investment yields earned.
The following table shows recent annual loss ratios and the effects of loss development trends:
| Effect of Prior Periods' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Favorable)/ | Loss Ratio Excluding | ||||||||||||
| Reported | Unfavorable Loss | Prior Periods' Loss | |||||||||||
| Loss Ratio | Reserves Development | Reserves Development | |||||||||||
| 2018 | 43.2 | % | (27.0) | % | 70.2 | % | |||||||
| 2019 | 55.0 | (12.5) | 67.5 | ||||||||||
| 2020 | 81.7 | (26.5) | 108.2 | ||||||||||
| 2021 | (5.3) | (67.5) | 62.2 | ||||||||||
| 2022 | (75.5) | % | (156.3) | % | 80.8 | % |
28
Corporate & Other Operating Results
| % Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | |||||||||||||
| Net life and accident premiums earned | $ | 9.6 | $ | 11.0 | $ | 12.0 | (12.3) | % | (8.8) | % | ||||||||
| Net investment income | 46.8 | 36.5 | 29.4 | 28.1 | 24.0 | |||||||||||||
| Other operating income | — | — | — | — | — | |||||||||||||
| Operating revenues | 56.5 | 47.5 | 41.4 | 19.0 | 14.7 | |||||||||||||
| Benefits and loss and loss adjustment expenses | 4.0 | 6.5 | 7.1 | (38.1) | (7.9) | |||||||||||||
| Insurance expenses | 3.3 | 3.4 | 4.2 | (4.1) | (17.6) | |||||||||||||
| Corporate, interest and other expenses - net | 24.4 | 11.6 | (6.6) | 109.7 | N/M | |||||||||||||
| Operating expenses | 31.8 | 21.7 | 4.7 | 46.6 | N/M | |||||||||||||
| Corporate & other pretax operating income | $ | 24.6 | $ | 25.7 | $ | 36.7 | (4.3) | % | (29.8) | % |
This segment includes a small life and accident insurance business and the net costs associated with the parent holding company and several internal corporate services subsidiaries. The segment tends to produce highly variable results stemming from volatility inherent from the lack of scale. Interest expense for 2022 and 2021 increased due to the issuance of $650 million of debt late in the second quarter of 2021, partially offset by net investment income from a higher invested asset base and higher investment yields earned.
Summary Consolidated Balance Sheet
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Assets: | ||||||||
| Cash and fixed income securities | $ | 12,688.7 | $ | 11,399.6 | ||||
| Equity securities | 3,220.9 | 5,302.8 | ||||||
| Other invested assets | 138.0 | 116.5 | ||||||
| Cash and invested assets | 16,047.7 | 16,818.9 | ||||||
| Accounts and premiums receivable | 1,927.5 | 1,768.7 | ||||||
| Federal income tax recoverable | 15.7 | 11.8 | ||||||
| Reinsurance balances recoverable | 5,588.0 | 4,943.4 | ||||||
| Deferred policy acquisition costs | 382.5 | 350.4 | ||||||
| Sundry assets | 1,197.9 | 1,088.4 | ||||||
| Total assets | $ | 25,159.4 | $ | 24,981.8 | ||||
| Liabilities and Shareholders' Equity: | ||||||||
| Policy liabilities | $ | 2,978.8 | $ | 2,752.0 | ||||
| Loss and loss adjustment expense reserves | 12,221.5 | 11,425.5 | ||||||
| Federal income tax - deferred | 40.9 | 249.5 | ||||||
| Reinsurance balances and funds | 1,079.4 | 866.0 | ||||||
| Debt | 1,597.0 | 1,588.5 | ||||||
| Sundry liabilities | 1,075.3 | 1,206.9 | ||||||
| Total liabilities | 18,993.2 | 18,088.6 | ||||||
| Shareholders' equity | 6,166.2 | 6,893.2 | ||||||
| Total liabilities and shareholders' equity | $ | 25,159.4 | $ | 24,981.8 |
29
Cash, Invested Assets, and Shareholders' Equity
| % Change | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | Dec. '22 / | Dec. '21 / | ||||||||||||||||||
| As of December 31: | 2022 | 2021 | 2020 | Dec. '21 | Dec. '20 | |||||||||||||||
| Cash and invested assets: | ||||||||||||||||||||
| Fixed income securities, cash and other | ||||||||||||||||||||
| invested assets | $ | 12,826.7 | $ | 11,516.1 | $ | 11,480.4 | 11.4 | % | 0.3 | % | ||||||||||
| Equity securities | 3,220.9 | 5,302.8 | 4,054.8 | (39.3) | 30.8 | |||||||||||||||
| Total per balance sheet | $ | 16,047.7 | $ | 16,818.9 | $ | 15,535.3 | (4.6) | % | 8.3 | % | ||||||||||
| Total at cost for all | $ | 15,367.2 | $ | 15,045.8 | $ | 14,151.6 | 2.1 | % | 6.3 | % | ||||||||||
| Composition of shareholders' equity per share: | ||||||||||||||||||||
| Equity before items below | $ | 19.41 | $ | 18.50 | $ | 17.73 | 4.9 | % | 4.3 | % | ||||||||||
| Unrealized investment gains (losses) and other | ||||||||||||||||||||
| accumulated comprehensive income (loss) | 1.64 | 4.26 | 3.02 | |||||||||||||||||
| Total | $ | 21.05 | $ | 22.76 | $ | 20.75 | (7.5) | % | 9.7 | % | ||||||||||
| Segmented composition of | ||||||||||||||||||||
| shareholders' equity per share: | ||||||||||||||||||||
| Excluding RFIG run-off segment | $ | 20.15 | $ | 21.47 | $ | 19.25 | (6.1) | % | 11.5 | % | ||||||||||
| RFIG run-off segment | 0.90 | 1.29 | 1.50 | |||||||||||||||||
| Consolidated total | $ | 21.05 | $ | 22.76 | $ | 20.75 | (7.5) | % | 9.7 | % |
Old Republic's invested assets portfolio is directed in consideration of enterprise-wide risk management objectives. Most importantly, these are intended to ensure solid funding of the insurance subsidiaries' long-term claim payment obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio does not contain significant levels of high risk or illiquid asset classes and has extremely limited exposure to collateralized debt obligations (CDO's), credit default and interest rate swaps, hybrid securities, asset-backed securities (ABS), guaranteed investment contracts (GIC), structured investment vehicles (SIV), auction rate variable short-term securities, limited partnerships, derivatives, hedge funds or private equity investments. Moreover, 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.
As of December 31, 2022, the consolidated investment portfolio reflected an allocation of approximately 80% to fixed income (bonds and notes) and short-term investments, and 20% to equity securities (common stock). During 2022, management rebalanced the investment portfolio, thereby reducing its equity holdings and reinvesting the proceeds in fixed income securities. The fixed income portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities of our fixed income assets are matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The quality of the investment portfolio remains at high levels.
A significant portion of our investable funds have been directed toward high-quality common stocks of U.S. companies. We favor those with long-term records of reasonable earnings growth and steadily increasing dividends. Pursuant to our enterprise risk management guidelines and controls, we perform regular stress tests of the equity portfolio to gain reasonable assurance that periodic downdrafts in market prices would not seriously undermine our financial strength and the long-term continuity and prospects of our insurance underwriting business.
30
Changes in shareholders' equity per share are reflected in the following table. As shown, these resulted mostly from net income excluding net investment gains (losses), realized and unrealized investment gains (losses), and dividend payments to shareholders.
| Shareholders' Equity Per Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| 2022 | 2021 | 2020 | ||||||||
| Beginning balance | $ | 22.76 | $ | 20.75 | $ | 19.98 | ||||
| Changes in shareholders' equity: | ||||||||||
| Net income excluding net investment gains (losses) | 2.80 | 3.10 | 2.24 | |||||||
| Net of tax realized investment gains (losses) | 0.17 | 0.02 | 0.04 | |||||||
| Net of tax unrealized investment gains (losses): | ||||||||||
| Fixed income securities | (2.18) | (0.97) | 0.91 | |||||||
| Equity securities | (0.69) | 1.96 | (0.41) | |||||||
| Total net of tax realized and unrealized | ||||||||||
| investment gains (losses) | (2.70) | 1.01 | 0.54 | |||||||
| Cash dividends | (1.92) | (2.38) | (1.84) | |||||||
| Other | 0.11 | 0.28 | (0.17) | |||||||
| Net change | (1.71) | 2.01 | 0.77 | |||||||
| Ending balance | $ | 21.05 | $ | 22.76 | $ | 20.75 | ||||
| Percentage change for the period | (7.5) | % | 9.7 | % | 3.9 | % |
Capitalization
| Capitalization | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | |||||||||||
| 2022 | 2021 | 2020 | |||||||||
| Debt: | |||||||||||
| 4.875% Senior Notes due 2024 | $ | 399.0 | $ | 398.4 | $ | 397.9 | |||||
| 3.875% Senior Notes due 2026 | 547.9 | 547.3 | 546.8 | ||||||||
| 3.850% Senior Notes due 2051 | 642.9 | 642.6 | — | ||||||||
| Other miscellaneous debt | 7.1 | — | 21.7 | ||||||||
| Total debt | 1,597.0 | 1,588.5 | 966.4 | ||||||||
| Common shareholders' equity | 6,166.2 | 6,893.2 | 6,186.6 | ||||||||
| Total capitalization | $ | 7,763.2 | $ | 8,481.7 | $ | 7,153.1 | |||||
| Capitalization ratios: | |||||||||||
| Debt | 20.6 | % | 18.7 | % | 13.5 | % | |||||
| Common shareholders' equity | 79.4 | 81.3 | 86.5 | ||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % |
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.
RESULTS OF OPERATIONS
Consolidated Overview
Premiums & Fees
The major sources of Old Republic's consolidated earned premiums and fees for the periods shown were as follows:
| Net Earned Premiums and Fees | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | RFIG Run-off | Corporate & Other | Total | % Change from prior period | |||||||||||||||||
| Years Ended December 31: | ||||||||||||||||||||||
| 2020 | $ | 3,394.2 | $ | 3,286.3 | $ | 45.1 | $ | 12.0 | $ | 6,737.8 | 8.0 | % | ||||||||||
| 2021 | 3,555.5 | 4,404.3 | 32.6 | 11.0 | 8,003.6 | 18.8 | ||||||||||||||||
| 2022 | $ | 3,808.6 | $ | 3,833.8 | $ | 23.2 | $ | 9.6 | $ | 7,675.3 | (4.1) | % |
For 2022, consolidated net premiums and fees earned declined 4.1%, reflecting a decrease in Title Insurance of 13.0%, offset by growth in General Insurance of 7.1%. Conversely, consolidated net premiums and fees for 2021 represented growth of 18.8% compared to 2020, with mid-single digit increases in General Insurance and significant growth in Title insurance attributable to a low interest rate environment and a robust real estate market.
Net Investment Income
Net investment income was affected mostly by trends in interest rates and levels of investments. The following tables reflect the segmented and consolidated invested asset bases as of the indicated dates, 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 that follow.
| Invested Assets at Cost | Fair Value Adjust- ment | Invested Assets at Fair Value | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | RFIG Run-off | Corporate & Other | Total | ||||||||||||||||||||||
| As of December 31: | ||||||||||||||||||||||||||
| 2021 | $ | 11,379.7 | $ | 1,569.2 | $ | 459.0 | $ | 1,394.8 | $ | 14,802.9 | $ | 1,773.4 | $ | 16,576.3 | ||||||||||||
| 2022 | $ | 11,825.2 | $ | 1,512.4 | $ | 341.6 | $ | 1,500.1 | $ | 15,179.4 | $ | 680.4 | $ | 15,859.9 |
| Net Investment Income | Yield at | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | RFIG Run-off | Corporate & Other | Total | Cost | Fair Value | |||||||||||||||||||
| Years Ended | |||||||||||||||||||||||||
| December 31: | |||||||||||||||||||||||||
| 2020 | $ | 352.2 | $ | 42.0 | $ | 15.2 | $ | 29.4 | $ | 438.9 | 3.24 | % | 2.96 | % | |||||||||||
| 2021 | 342.4 | 43.8 | 11.4 | 36.5 | 434.3 | 3.02 | 2.72 | ||||||||||||||||||
| 2022 | $ | 358.0 | $ | 47.9 | $ | 6.7 | $ | 46.8 | $ | 459.5 | 3.07 | % | 2.83 | % |
Net investment income increased 5.8% in 2022, reflecting growth in the invested asset base and higher investment yields earned. Net investment income decreased by 1.1% in 2021, affected by changes in the invested asset base mainly driven by consolidated operating cash flows and the issuance of debt in 2021, by a concentration of investable assets in interest-bearing securities, and by a lower interest rate environment.
32
Loss and Loss Adjustment Expenses
Total loss 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 loss reserve estimates for major types of insurance coverages as of December 31, 2022 and 2021:
| Loss and Loss Adjustment Expense Reserves | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31: | 2022 | 2021 | |||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||
| Workers' compensation | $ | 4,855.2 | $ | 2,879.6 | $ | 4,893.0 | $ | 2,955.6 | |||||||||
| General liability | 1,427.3 | 641.9 | 1,324.4 | 630.7 | |||||||||||||
| Commercial automobile | 3,233.9 | 1,747.3 | 2,850.0 | 1,736.5 | |||||||||||||
| Other coverages | 1,707.8 | 1,260.0 | 1,355.5 | 979.3 | |||||||||||||
| Unallocated loss adjustment expense reserves | 296.9 | 295.8 | 285.2 | 284.8 | |||||||||||||
| Total general insurance reserves | 11,521.2 | 6,824.8 | 10,708.4 | 6,587.0 | |||||||||||||
| Title | 612.8 | 612.8 | 594.2 | 594.2 | |||||||||||||
| RFIG Run-off | 77.9 | 77.9 | 111.2 | 111.2 | |||||||||||||
| Life and accident | 9.4 | 6.3 | 11.6 | 7.6 | |||||||||||||
| Total loss and loss adjustment expense reserves | $ | 12,221.5 | $ | 7,521.9 | $ | 11,425.5 | $ | 7,300.2 | |||||||||
| Asbestosis and environmental loss reserves included | |||||||||||||||||
| in the above general insurance reserves: | |||||||||||||||||
| Amount | $ | 121.3 | $ | 84.0 | $ | 118.1 | $ | 77.2 | |||||||||
| % of total general insurance reserves | 1.1 | % | 1.2 | % | 1.1 | % | 1.2 | % |
A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 4 of the Consolidated Financial Statements.
The percentage of net loss and loss adjustment 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:
| Years Ended December 31: | 2022 | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| General | 62.1 | % | 64.8 | % | 69.9 | % | |||
| Title | 2.3 | 2.6 | 2.3 | ||||||
| RFIG Run-off | (75.5) | (5.3) | 81.7 | ||||||
| Consolidated loss ratio | 31.8 | % | 30.2 | % | 37.0 | % | |||
| Reconciliation of consolidated loss ratio: | |||||||||
| Provision for insured events of the current year | 35.5 | % | 32.9 | % | 38.2 | % | |||
| Change in provision for insured events of prior years: | |||||||||
| net favorable development | (3.7) | (2.7) | (1.2) | ||||||
| Consolidated loss ratio | 31.8 | % | 30.2 | % | 37.0 | % |
The consolidated loss ratio reflects the changing effects of period-to-period contributions of each segment to consolidated results, and this ratio's variances within each segment. For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments in 2022, 2021, and 2020, which on average decreased the consolidated loss ratio by 2.5 percentage points.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. However, no representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial position, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.
33
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:
| RFIG | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | Run-off | Consolidated | ||||||||
| Years Ended December 31: | |||||||||||
| 2020 | 25.6 | % | 88.4 | % | 30.2 | % | 56.3 | % | |||
| 2021 | 26.5 | 86.7 | 39.9 | 59.7 | |||||||
| 2022 | 27.4 | % | 90.9 | % | 53.0 | % | 59.2 | % |
Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and costs of producing business. 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. General operating expenses are routinely subject to timing, and can fluctuate with line of coverage mix, as well as investments in business expansion and information technology. The 2022 General Insurance expense ratio generally reflects the shift in line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in shifts in the lines of coverage mix toward lines with higher expense ratios and lower current period loss ratios. The 2022 Title Insurance expense ratio was elevated compared to last year, generally reflecting the combination of lower directly produced revenues that carry higher fixed expenses, and to a lesser extent, a greater proportion of agency produced revenues that have a higher overall expense ratio. The 2021 General Insurance expense ratio was also impacted by changes in line of coverage mix and certain operating expense charges. The 2021 Title Insurance ratios reflect the benefit of greater leverage of the expense structure on significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.
Combined Ratios
The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:
| RFIG | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | Run-off | Consolidated | ||||||||
| Years Ended December 31: | |||||||||||
| 2020 | 95.5 | % | 90.7 | % | 111.9 | % | 93.3 | % | |||
| 2021 | 91.3 | 89.3 | 34.6 | 89.9 | |||||||
| 2022 | 89.5 | % | 93.2 | % | (22.5) | % | 91.0 | % |
Net Investment 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 providing sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.
The following table reflects the composition of net investment gains or losses for the periods shown.
| Years Ended December 31: | 2022 | 2021 | 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Realized investment gains (losses) from actual transactions: | |||||||||||
| Fixed income | $ | (187.6) | $ | 1.5 | $ | (7.4) | |||||
| Equity securities and other | 373.3 | 5.3 | 21.6 | ||||||||
| Total | 185.7 | 6.9 | 14.2 | ||||||||
| Impairment losses on fixed income securities | (123.5) | — | — | ||||||||
| Unrealized gains (losses) from changes in fair value of equity securities | (263.4) | 751.1 | (156.2) | ||||||||
| Total investment gains (losses) | $ | (201.1) | $ | 758.0 | $ | (142.0) |
During 2022, net realized investment gains reflect the rebalancing of the investment portfolio as well as tax planning considerations. The Company sold over $2 billion worth of equities and $1.4 billion in fixed income securities as part of the portfolio rebalance and tax planning strategy. The proceeds from these transaction, combined with $1.4 billion of maturities, were reinvested in the fixed income portfolio during the year. Dispositions of fixed income securities from scheduled maturities and early calls were 49.1%, 80.7% and 76.2% of total dispositions occurring in
34
2022, 2021, and 2020, respectively. Additionally, 2022 includes investment impairment charges of $123.5 on fixed income securities, which management intended to and subsequently disposed of during the year, driven primarily by tax planning considerations. The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
Income Taxes
The effective consolidated income tax rates were 19.9%, 20.2%, and 18.9% in 2022, 2021, and 2020, respectively. The rates for each year reflect primarily the varying proportions of pretax operating income derived from partially tax preferred investment income (principally tax-exempt interest and dividend income).
Segment Overview
General Insurance
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | |||||||||||||
| Net premiums earned | $ | 3,808.6 | $ | 3,555.5 | $ | 3,394.2 | 7.1 | % | 4.8 | % | ||||||||
| Loss and loss adjustment expenses | 2,364.6 | 2,303.1 | 2,372.0 | 2.7 | (2.9) | |||||||||||||
| Sales and general expenses | 1,192.0 | 1,085.4 | 1,000.7 | 9.8 | 8.5 | |||||||||||||
| Segment pretax operating income | $ | 689.8 | $ | 589.6 | $ | 439.8 | 17.0 | % | 34.1 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 67.2 | % | 68.6 | % | 70.7 | % | ||||||||||||
| Prior years | (5.1) | (3.8) | (.8) | |||||||||||||||
| Total | 62.1 | 64.8 | 69.9 | |||||||||||||||
| Expense ratio | 27.4 | 26.5 | 25.6 | |||||||||||||||
| Combined ratio | 89.5 | % | 91.3 | % | 95.5 | % |
Premiums & Fees
The percentage of net premiums earned for major insurance coverages in General Insurance Group was as follows:
| General Insurance Net Earned Premiums by Type of Coverage | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial Automobile | Workers' Compensation | Financial Indemnity | Property | General Liability | Other | ||||||||||||
| Years Ended December 31: | |||||||||||||||||
| 2020 | 38.4 | % | 25.5 | % | 8.0 | % | 8.7 | % | 6.0 | % | 13.4 | % | |||||
| 2021 | 39.6 | 21.9 | 9.7 | 9.7 | 5.2 | 13.9 | |||||||||||
| 2022 | 39.5 | % | 21.3 | % | 10.3 | % | 9.8 | % | 5.2 | % | 13.9 | % |
General Insurance net premiums earned increased 7.1% for 2022, driven by growth in most lines of coverage, in particular, commercial automobile. Premium rate increases for most lines of coverages, high renewal retention ratios, and new business production all contributed. General Insurance net premiums earned increased 4.8% for 2021 with rising premiums in commercial automobile, financial indemnity, and property lines of coverage. Strong premium rate increases for most lines of coverage, other than workers' compensation, high renewal retention ratios, and new business production all contributed.
Loss and Loss Adjustment Expenses
The percentage of net loss and loss adjustment expenses measured against premiums earned by major types of insurance coverage were as follows:
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| General Insurance Loss Ratios by Type of Coverage | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All Coverages | Commercial Automobile | Workers' Compen-sation | Property | Financial Indemnity | General Liability | Other | ||||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31: | ||||||||||||||||||||
| 2020 | 69.9 | % | 80.8 | % | 60.8 | % | 58.2 | % | 57.1 | % | 73.5 | % | 69.2 | % | ||||||
| 2021 | 64.8 | 71.5 | 58.9 | 59.3 | 53.9 | 64.1 | 66.6 | |||||||||||||
| 2022 | 62.1 | % | 66.6 | % | 45.9 | % | 65.4 | % | 67.0 | % | 71.6 | % | 64.5 | % |
Overall, the General Insurance loss ratio has improved due to higher levels of favorable development and improving current year loss ratios. The favorable development has come from most years going back to 2009 from commercial automobile and workers' compensation. The property loss ratio was elevated in 2022 primarily due to the impacts of Hurricane Ian, impacted by reinstatement premiums of $16.6 and losses estimated at the Company's $10.0 net retention. The financial indemnity loss ratio in 2022 reflects an elevated level of security class action claims on public company D&O insurance from accident years 2018 and 2019. The Company has received large, compound rate increases on this coverage starting in 2019.
Unfavorable asbestosis and environmental (A&E) claim developments, although not material in any of the periods presented, are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often 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 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 paid loss survival ratios stood at 6.4 years (gross) and 7.6 years (net of reinsurance) as of December 31, 2022 and 5.9 years (gross) and 6.8 years (net of reinsurance) as of December 31, 2021. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. For the five years ended December 31, 2022, incurred A&E claims and related loss settlement cost have averaged .4% of average annual General Insurance loss and loss adjustment expenses.
A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2022 and 2021 is as follows:
| December 31: | 2022 | 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Net | Gross | Net | ||||||||||||
| Asbestosis: | |||||||||||||||
| Reserves at beginning of year | $ | 85.0 | $ | 54.9 | $ | 84.7 | $ | 59.1 | |||||||
| Loss and loss expenses incurred | 29.0 | 23.5 | 10.2 | 2.8 | |||||||||||
| Loss and loss adjustment expenses paid | 15.7 | 11.7 | 10.0 | 7.1 | |||||||||||
| Reserves at end of year | 98.3 | 66.7 | 85.0 | 54.9 | |||||||||||
| Environmental: | |||||||||||||||
| Reserves at beginning of year | 33.0 | 22.3 | 42.8 | 23.2 | |||||||||||
| Loss and loss expenses incurred | (4.9) | (1.8) | 6.5 | 4.6 | |||||||||||
| Loss and loss adjustment expenses paid | 5.0 | 3.1 | 16.3 | 5.4 | |||||||||||
| Reserves at end of year | 23.0 | 17.3 | 33.0 | 22.3 | |||||||||||
| Total asbestosis and environmental reserves | $ | 121.3 | $ | 84.0 | $ | 118.1 | $ | 77.2 |
Sales and General Expenses
The 2022 expense ratios generally reflects the shift in line of coverage mix. Investments in new products and geographies in recent years have diversified the General Insurance business, resulting in shifts in the lines of coverage mix toward lines with higher expense ratios and lower current period loss ratios.
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Title Insurance
| Summary Operating Results | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | ||||||||||||
| Net premiums and fees earned | $ | 3,833.8 | $ | 4,404.3 | $ | 3,286.3 | (13.0) | % | 34.0 | % | |||||||
| Loss and loss adjustment expenses | 89.1 | 112.9 | 75.3 | (21.1) | 49.9 | ||||||||||||
| Sales and general expenses | 3,484.2 | 3,818.4 | 2,906.1 | (8.8) | 31.4 | ||||||||||||
| Segment pretax operating income | $ | 308.8 | $ | 515.7 | $ | 344.0 | (40.1) | % | 49.9 | % | |||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.6 | % | 3.6 | % | 3.6 | % | |||||||||||
| Prior years | (1.3) | (1.0) | (1.3) | ||||||||||||||
| Total | 2.3 | 2.6 | 2.3 | ||||||||||||||
| Expense ratio | 90.9 | 86.7 | 88.4 | ||||||||||||||
| Combined ratio | 93.2 | % | 89.3 | % | 90.7 | % |
Premiums & Fees
Title Insurance 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 19.5% of 2022 consolidated title business revenues. Such premiums are generally recognized as income at the transaction 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 80.5% of consolidated title premium and fee revenues is produced by independent title agents. 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 result in a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and loss reserve provisions.
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | |||||
|---|---|---|---|---|---|
| Direct Operations | Independent Title Agents | ||||
| Years Ended December 31: | |||||
| 2020 | 24.9 | % | 75.1 | % | |
| 2021 | 22.0 | 78.0 | |||
| 2022 | 19.5 | % | 80.5 | % |
Title Insurance net premium and fee earned declined by 13.0% in 2022. Both directly produced and agency produced revenues have declined. The main driver of these trends is increasing mortgage interest rates which continue to drive a steep reduction in refinance activity and to a lesser extent, purchase activity. An uptick in commercial transaction activity resulted in commercial premium growth during the periods reported, and accounted for 22.5%, 15.6% and 16.0% of 2022, 2021 and 2020 earned premium, respectively. Conversely, premiums and fees revenues for 2021 grew by 34.0%. This performance was attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions was partially offset by a decline in refinance activity.
Loss and Loss Adjustment Expenses
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios as more fully described in the Executive Summary of the Management Analysis of Financial Position and Results of Operations.
Sales and General Expenses
The 2022 expense ratio was elevated compared to last year, generally reflecting the combination of lower directly produced revenues that carry higher fixed expenses, and to a lesser extent, a greater proportion of agency produced revenues that have a higher overall expense ratio. The 2022 full year expense ratio also reflects the impact of a fourth quarter state sales tax assessment payment of $17.2 (0.5 percentage points) for which the Company is currently pursuing recovery. The 2021 Title Insurance ratios reflect the benefit of greater leverage of the expense structure on
37
significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.
RFIG Run-off
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||
| Years Ended December 31: | 2022 | 2021 | 2020 | vs. 2021 | vs. 2020 | |||||||||||||
| Net premiums earned | $ | 23.2 | $ | 32.6 | $ | 45.1 | (28.9) | % | (27.6) | % | ||||||||
| Loss and loss adjustment expenses | (17.5) | (1.7) | 36.9 | N/M | (104.7) | |||||||||||||
| Pretax operating income | $ | 35.2 | $ | 32.8 | $ | 9.8 | 7.3 | % | 232.3 | % | ||||||||
| Loss ratio: | ||||||||||||||||||
| Current year | 80.8 | % | 62.2 | % | 108.2 | % | ||||||||||||
| Prior years | (156.3) | (67.5) | (26.5) | |||||||||||||||
| Total | (75.5) | (5.3) | 81.7 | |||||||||||||||
| Expense ratio | 53.0 | 39.9 | 30.2 | |||||||||||||||
| Combined ratio | (22.5) | % | 34.6 | % | 111.9 | % |
RFIG Run-off's mortgage guaranty insurance carriers ceased the underwriting of new policies effective August 31, 2011 and the existing book of business was placed in run-off operating mode.
Premiums & Fees
RFIG Run-off's mortgage guaranty premiums primarily stem from monthly installments paid on long-duration, guaranteed renewable insurance policies. 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.
The following tables provide information on production and related risk exposure trends for Old Republic's mortgage guaranty insurance operation:
| Premium and Persistency Trends: | Net Earned Premiums | Persistency | |||||
|---|---|---|---|---|---|---|---|
| Years Ended December 31: | |||||||
| 2020 | $ | 45.1 | 77.6 | % | |||
| 2021 | 32.6 | 74.8 | |||||
| 2022 | $ | 23.2 | 78.1 | % |
| Net Risk in Force | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Risk in Force By Type: | Traditional Primary | Bulk & Other | Total | |||||||
| As of December 31: | ||||||||||
| 2020 | $ | 1,842.2 | $ | 169.0 | $ | 2,011.2 | ||||
| 2021 | 1,364.9 | 140.4 | 1,505.4 | |||||||
| 2022 | $ | 1,059.1 | $ | 114.4 | $ | 1,173.5 |
The results of RFIG Run-off reflected the continuing drop in net earned premiums in line with the declining risk in force.
38
Loss and Loss Adjustment Expenses
Certain mortgage guaranty average loss related trends are listed below:
| Average Settled Claim Amount (a) | Reported Delinquency Ratio at End of Period | |||||
|---|---|---|---|---|---|---|
| Years Ended December 31: | ||||||
| 2020 | $ | 37,172 | 14.2 | % | ||
| 2021 | 31,682 | 12.4 | % | |||
| 2022 | $ | 48,313 | 11.8 | % |
__________
(a) Amounts are in whole dollars.
While 2022 mortgage insurance loss costs continued to be favorable, the trends of lower newly reported defaults and higher cure rates on loans already in default are beginning to fall in line with pre-Covid-19 levels.
FINANCIAL POSITION
The Company's financial position at December 31, 2022 reflected increases in assets and liabilities of 0.7% and 5.0%, respectively, and a decrease in common shareholders' equity of (10.5)% when compared to the immediately preceding year-end. Cash and invested assets represented 63.8% and 67.3% of consolidated assets as of December 31, 2022 and 2021, respectively. As of year-end 2022, the cash and invested asset base decreased by 4.6% to $16,047.7.
Investment Portfolio
During 2022, the Company reduced its equity holdings and reinvested the proceeds primarily in intermediate-term, investment grade fixed income securities. Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2022 and 2021, nearly all of the Company's investments consisted of marketable securities. The investment portfolio does not contain significant levels of high risk or illiquid asset classes and has extremely limited exposure to collateralized debt obligations (CDO's), credit default and interest rate swaps, hybrid securities, asset-backed securities (ABS), guaranteed investment contracts (GIC), structured investment vehicles (SIV), auction rate variable short-term securities, limited partnerships, derivatives, hedge funds or private equity investments. Moreover, 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. At December 31, 2022, the Company had no fixed income investments in default as to principal and/or interest.
Several years ago, interest rates dropped to a level where the Company had the opportunity to invest in high quality dividend paying equity securities to attain a higher yield than could be earned from fixed income investments with similar risk profiles. This equity portfolio grew to a high of more than 30% of the entire consolidated portfolio, including a large amount of unrealized gains. In early 2022, management decided to rebalance the portfolio and reduce its equity holdings. This decision was precipitated by several factors: the overall economic backdrop, a rapidly increasing level of inflation, the Federal Reserve signaling a tightening of monetary policy, and increasing interest rates. As a result, the Company replaced the yield that has been provided by the equity portfolio with a lower risk (in terms of volatility) source of net investment income. The Company sold more than $2 billion worth of equities, all of which were within 11% of their 52 week highs. This generated $374.5 in net realized gains on sales. As part of a tax planning initiative, the Company took advantage of depressed fixed income values from the rising interest rate environment and sold enough fixed income securities in a loss position to offset all but $62.2 in net realized gains.
Following the rebalancing, at December 31, 2022, the portfolio is comprised of 20% equities and 80% fixed income and short-term investments. These transactions, along with the reinvestment of approximately $1.4 billion of maturities increased the ending fixed income portfolio yield from 2.40% as of December 31, 2021 to 3.32% as of December 31, 2022.
Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, 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. Short-term investment levels were elevated at December 31, 2022 due to the timing of reinvesting funds from sales of investments and the planned funding of the Company's share repurchase program.
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
39
base. The fixed income 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 fixed Income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income 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 fixed income 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 income investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a separate component of the statements 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 income 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 fixed income portfolio 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 following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown:
| Fixed Income Securities Stratified by Credit Quality (a) | ||||||
|---|---|---|---|---|---|---|
| December 31: | 2022 | 2021 | ||||
| Aaa | 22.1 | % | 25.1 | % | ||
| Aa | 10.0 | 12.3 | ||||
| A | 34.1 | 31.9 | ||||
| Baa | 32.3 | 28.5 | ||||
| Total investment grade | 98.5 | 97.8 | ||||
| Non-investment grade or non-rated issuers | 1.5 | 2.2 | ||||
| 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.
40
| Gross Unrealized Losses Stratified by Industry Concentration for Fixed Income Securities | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | Amortized Cost | Gross Unrealized Losses | |||||||
| Non-Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||
| Industrial | $ | 38.4 | $ | 2.1 | |||||
| Energy | 28.5 | 2.1 | |||||||
| Consumer Durables | 32.8 | 1.9 | |||||||
| Basic Industry | 39.5 | 1.8 | |||||||
| Other (includes 2 industry groups) | 24.7 | 1.0 | |||||||
| Total | $ | 164.0 | $ | 9.0 | |||||
| Investment Grade Fixed Income Securities by Industry Concentration: | |||||||||
| U.S. Governments & Agencies | $ | 2,091.5 | $ | 104.3 | |||||
| Utilities | 1,436.0 | 87.5 | |||||||
| Financial, Banking & Insurance | 1,387.0 | 82.7 | |||||||
| Industrial | 1,030.0 | 58.2 | |||||||
| Consumer Staples & Durables | 1,059.7 | 54.6 | |||||||
| Natural Gas & Energy | 896.6 | 54.0 | |||||||
| Technology | 595.4 | 35.8 | |||||||
| Health Care | 482.6 | 31.2 | |||||||
| Retail | 428.6 | 20.4 | |||||||
| Basic Industry | 373.7 | 17.8 | |||||||
| Other (includes 7 industry groups) | 1,533.9 | 54.0 | |||||||
| Total | $ | 11,315.5 | $ | 601.0 |
The level of gross unrealized losses for this portfolio is primarily driven by changes in the interest rate environment.
| Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | Cost | Gross Unrealized Losses | |||||||
| Equity Securities by Industry Concentration: | |||||||||
| Telecom | $ | 93.7 | $ | 8.6 | |||||
| Utilities | 49.7 | 5.1 | |||||||
| Industrial | 48.1 | 4.3 | |||||||
| Other (includes 2 industry groups) | 24.0 | .4 | |||||||
| Total | $ | 215.6 | $ | 18.6 |
The equity portfolio has performed well in the current market downturn as, by design, it is comprised of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
41
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost | Gross Unrealized Losses | |||||||||||||||
| December 31, 2022 | All | Non-Investment Grade Only | All | Non- Investment Grade Only | ||||||||||||
| Maturity Ranges: | ||||||||||||||||
| Due in one year or less | $ | 1,392.6 | $ | 39.4 | $ | 16.0 | $ | .3 | ||||||||
| Due after one year through five years | 5,776.0 | 73.1 | 243.9 | 3.8 | ||||||||||||
| Due after five years through ten years | 4,236.3 | 51.3 | 346.3 | 4.7 | ||||||||||||
| Due after ten years | 74.5 | — | 3.6 | — | ||||||||||||
| Total | $ | 11,479.6 | $ | 164.0 | $ | 610.1 | $ | 9.0 |
| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Gross Unrealized Losses | |||||||||||||||||
| December 31, 2022 | Less than 20% of Cost | 20% to 50% of Cost | More than 50% of Cost | Total Gross Unrealized Loss | |||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| One to six months | $ | 151.5 | $ | — | $ | — | $ | 151.5 | |||||||||
| Seven to twelve months | 287.5 | — | — | 287.5 | |||||||||||||
| More than twelve months | 168.6 | 2.3 | — | 170.9 | |||||||||||||
| Total | $ | 607.7 | $ | 2.3 | $ | — | $ | 610.1 | |||||||||
| Number of Issues in Unrealized Loss Position: | |||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| One to six months | 1,063 | — | — | 1,063 | |||||||||||||
| Seven to twelve months | 653 | — | — | 653 | |||||||||||||
| More than twelve months | 230 | 6 | — | 236 | |||||||||||||
| Total | 1,946 | 6 | — | 1,952 |
In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
| Age Distribution of Fixed Income Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31: | 2022 | 2021 | ||||||
| Maturity Ranges: | ||||||||
| Due in one year or less | 11.4 | % | 11.7 | % | ||||
| Due after one year through five years | 48.5 | 49.7 | ||||||
| Due after five years through ten years | 38.8 | 37.6 | ||||||
| Due after ten years through fifteen years | 1.2 | .9 | ||||||
| Due after fifteen years | .1 | .1 | ||||||
| Total | 100.0 | % | 100.0 | % | ||||
| Average Maturity in Years | 4.3 | 4.4 | ||||||
| Duration | 3.9 | 4.0 |
Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.9 as of December 31, 2022 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 fixed income investment portfolio of approximately 3.9%.
42
Liquidity and Capital Resources
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 and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. The Company can receive up to $924.9 in ordinary dividends from its subsidiaries in 2023 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operating subsidiaries.
Old Republic's total capitalization of $7,763.2 at December 31, 2022 consisted of debt of $1,597.0 and common shareholders' equity of $6,166.2. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), dividend payments to shareholders and share repurchases for the year then ended.
Old Republic has paid a cash dividend without interruption since 1942 (81 years), and it has raised the annual cash dividend payment for each of the past 41 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 earnings for the five to ten most recent calendar years, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries.
On August 18, 2022, the Board of Directors authorized a $450 share repurchase program and a special cash dividend of $1.00 per share. The repurchase program is intended to comply with Rule 10b-18 and has no expiration date, does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. Old Republic may also from time to time repurchase shares pursuant to written, pre-arranged Rule 10b5-1 plans. In reaching its decision to authorize the share repurchase program and the 2022 special cash dividend, the Board evaluated such factors as the current and foreseeable liquidity and capital needs of the parent holding company and its insurance company subsidiaries. During 2022, the Company returned capital to shareholders of $862.0, including $580.7 in dividends and $281.2 of share repurchases (12.6 million shares at an average price of $22.23 per share). Following the close of the year and through February 23, 2023, the Company repurchased 1.3 million additional shares for $35.6 (average price of $25.85), leaving $133.1 remaining under the current repurchase authorization. The Company's Board of Directors also declared special cash dividends of $1.50 per share in August 2021 (paid on October 6, 2021) and $1.00 per share in December 2020 (paid on January 15, 2021).
Under state insurance regulations, the Company's three mortgage guaranty insurance subsidiaries are required to hold minimum amounts of capital based on specified formulas. Since the Company's mortgage insurance subsidiaries have discontinued writing new business the risk-to-capital ratio considerations are therefore no longer of consequence.
The Company's principal mortgage insurance subsidiaries sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $140.0, $100.0 and $37.7 in 2022, 2021 and 2020, respectively.
Other Assets
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.
43
Contractual Obligations
The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2022:
| 2023 | 2024 and 2025 | 2026 and 2027 | 2028 and After | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations: | ||||||||||||||||||
| Debt | $ | 5.8 | $ | 400.5 | $ | 550.6 | $ | 650.0 | $ | 1,607.1 | ||||||||
| Interest on Debt | 66.1 | 112.2 | 71.3 | 588.0 | 837.8 | |||||||||||||
| Operating Leases | 58.8 | 93.3 | 51.5 | 79.3 | 283.1 | |||||||||||||
| Pension Benefits Contributions (a) | — | — | — | — | — | |||||||||||||
| Loss and Loss Adjustment Reserves (b) | 2,914.5 | 3,178.8 | 1,782.0 | 4,346.1 | 12,221.5 | |||||||||||||
| Total | $ | 3,045.4 | $ | 3,785.0 | $ | 2,455.6 | $ | 5,663.5 | $ | 14,949.6 |
__________
(a) Represents estimated minimum funding of contributions for the Old Republic International Salaried Employees Retirement Plan. Funding of the plan is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuation, as well as the maintenance of certain funding levels relative to regulatory requirements.
(b) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.
Reinsurance Programs
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.
The following table displays the Company's General Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2022.
| % of Total | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A.M. | Reinsurance Recoverable | Total | Consolidated | |||||||||||||||
| Best | on Paid | on Loss | Exposure | Reinsured | ||||||||||||||
| Reinsurer | Rating | Losses | Reserves | to Reinsurer | Liabilities | |||||||||||||
| Day One Insurance, Inc. | Unrated | $ | — | $ | 921.3 | $ | 921.3 | 19.2 | % | |||||||||
| Archway Insurance, Ltd. | Unrated | 1.4 | 420.8 | 422.2 | 8.8 | |||||||||||||
| Hannover Ruckversicherungs | A+ | 9.8 | 386.6 | 396.4 | 8.3 | |||||||||||||
| Munich Re America, Inc. | A+ | 12.7 | 236.6 | 249.3 | 5.2 | |||||||||||||
| Summit Insurance, Ltd. | Unrated | — | 195.8 | 195.9 | 4.1 | |||||||||||||
| AXIS Reinsurance Company | A | 8.6 | 157.1 | 165.7 | 3.5 | |||||||||||||
| Transatlantic Reinsurance Company | A++ | 5.3 | 131.8 | 137.2 | 2.9 | |||||||||||||
| Partner Reinsurance Company of the U.S. | A+ | 2.4 | 132.9 | 135.3 | 2.8 | |||||||||||||
| Endurance Assurance Corporation | A+ | 2.3 | 124.8 | 127.1 | 2.6 | |||||||||||||
| Global Vision II | Unrated | — | 122.6 | 122.6 | 2.6 | |||||||||||||
| $ | 42.9 | $ | 2,830.6 | $ | 2,873.6 | 59.8 | % |
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid losses and premium reserves. Such reinsurance balances recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized since reinsurance, retrospectively rated and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries.
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Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss from any one event to a maximum of: $5.2 for workers' compensation; $7.0 for commercial automobile liability; $7.0 for general liability; $12.0 for executive protection (directors & officers and errors & omissions); $2.2 for aviation; and $10.0 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0. The average direct primary mortgage guaranty exposure is (in whole dollars) $37,000 per insured loan.
The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company thus became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the TRIA) was signed into law, immediately establishing a temporary federal reinsurance program administered by the Secretary of the Treasury. The program applied to insured commercial property and casualty losses resulting from an act of terrorism, as defined in the TRIA. Congress extended and modified the program in late 2005 through the Terrorism Risk Insurance Revision and Extension Act of 2005 (the TRIREA). TRIREA expired on December 31, 2007. Congress enacted a revised program in December 2007 through the Terrorism Risk Insurance Program Reauthorization Act (the TRIPRA) of 2007. The TRIPRA has been extended on several occasions, most recently on December 20, 2019 for seven years.
The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses and obligated insurers to offer terrorism coverage with most commercial property and casualty insurance lines. The TRIREA revised the definition of "property and casualty insurance" to exclude commercial automobile, burglary and theft, surety, professional liability and farm owners multi-peril insurance. TRIPRA did not make any further changes to the definition of property and casualty insurance, however, it did include domestic acts of terrorism within the scope of the program. Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. Under TRIPRA, the program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2022. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible which ranges from 85% for 2015 and declined by one percentage point per year until it reached 80% in 2020. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.
CRITICAL ACCOUNTING ESTIMATES
The Company's annual 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 such as Old Republic 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.
Changes in estimates generally result from altered circumstances, the continuum of newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that probable changes in estimates will have on its future financial condition or results of operations.
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Old Republic believes that its most critical accounting estimates relate to the establishment of reserves for losses and loss adjustment expenses and the recoverability of reinsured outstanding losses. The major assumptions and methods used in setting these estimates are summarized as follows:
(a) The establishment of reserves for losses and loss adjustment expenses
The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including incurred but not reported losses and loss adjustment expenses. The establishment of loss 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 the possibility of higher or lower than anticipated loss 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.
Most of Old Republic's consolidated loss and loss adjustment expense reserves stem from its General Insurance business. At December 31, 2022, such reserves accounted for 94.3% and 90.7% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2021 represented 93.7% and 90.2% of the respective consolidated amounts.
The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's General Insurance operations encompass a large variety of coverages or classes of predominantly commercial insurance; it does not have a meaningful exposure to personal insurance coverages such as homeowners or private passenger automobile insurance. 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 judge or jury verdicts. Approximately 89% of the General Insurance's loss 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 analysis of historical data. Favorable or unfavorable developments of prior year reserves 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 (IBNR) 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.
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 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 automobile and general liability that are typically underwritten jointly for many customers. For certain 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,
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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 five 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 loss 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 loss and loss 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 considered that policy wording have each affirmed that right. 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.
As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:
•The establishment of expected loss ratios for at least the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial automobile liability, general liability, errors and omissions and directors' and officers' liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 94.1% and 94.6%, and averaged 94.4% of gross consolidated loss reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 94.3% and 94.4% and averaged 94.4% as of the same dates.
•Loss trends that are considered when establishing the above noted expected loss ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected loss ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.
•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.
Volatility of Reserve Estimates and Sensitivity
There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:
General Insurance net loss reserves can be affected by actual experience differing from expectations related to:
•frequency of claims incurred but not reported;
•the effect of reserve discounts applicable to certain workers' compensation claims;
•severity of litigated claims in particular;
•governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims;
•inflation rates applicable to repairs and the medical benefits portion of claims; and
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•the emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.
Title Insurance loss reserve levels can be impacted by such developments as:
•loan refinancing activity, the effect of which can be to change the expected period during which title policies remain exposed to loss emergence; and
•changes in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.
RFIG Run-off net loss reserve levels can be influenced by several factors including:
•changes in the mix of insured business toward loans that have a higher or lower probability of default;
•increases in the average risk per insured loan;
•the levels of estimated rescission and claim denial activity;
•the deterioration of regional or national economic conditions leading to a reduction in borrowers' income and thus their ability to make payments on outstanding loans; and
•changes in housing values and/or in housing supply that can change the rate at which defaults evolve into claims and affect their overall severity.
With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted by:
•medical care cost inflation;
•frequency and severity of claims; and
•catastrophic events where we have concentrations of insured lives.
Consolidated loss costs developed favorably in the three most recent calendar years. This development had the consequent effect of reducing consolidated annual loss costs for the three most recent years within a range of 3.3% and 10.4%, or by an average of approximately 7.3% per annum. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between 1.2% and 3.7%, and have averaged 2.5%.
The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2022 has ranged from 4.1% favorable to 13.4% favorable and averaged 8.0% favorable (approximately $600 based on current year ending reserves). Given the long tail associated with most of the Company’s lines of business, this loss reserve development has occurred over many years. The consolidated one-year development on prior year loss reserves over the past ten years through December 31, 2022 has ranged from .4% unfavorable to 5.0% favorable and averaged 2.1% favorable (approximately $160.0 million based on current year ending reserves). Management does not have a practical business reason for making projections of likely outcomes of future loss developments, its analysis and evaluation of Old Republic's existing business mix, the natural offset effects of its diverse coverage, current aggregate loss reserve levels, and loss development patterns suggests these historical outcomes are illustrative of the reasonable likelihood of how 2022 year-end loss reserves could ultimately develop. The most significant factors impacting the potential reserve development for each of the Company's insurance segments is discussed above.
The current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title and mortgage insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using the historical outcomes presented above provides a reasonable range of cumulative and one-year reserve development for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2022.
(b) The recoverability of reinsured outstanding losses
Assets consisting of balance sheet date reserve estimates recoverable from assuming reinsurers in future periods as gross losses are settled and paid, are established at the same time as the gross losses are recorded as reserves. Accordingly, these assets are subject to the same estimation processes and valuations as the related gross amounts as is discussed above. As of the three most recent year ends, outstanding reinsurance recoverable balances ranged between 34.2% and 38.5% and averaged 36.3% of the related gross reserves. See Note 5 for further discussion regarding recoverability of the Company's reinsurance balances.
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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. 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 particularly affected 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 investment yields 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. Title Insurance and RFIG Run-off 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. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations 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.
General Insurance, Title Insurance, Corporate & Other, and RFIG Run-off maintain customer information and rely upon technology platforms to conduct their business. As a result, each of them and the Company are exposed to cyber risk. Many of the Company's operating subsidiaries, maintain separate IT systems which are deemed to reduce enterprise-wide risks of potential cybersecurity incidents. However, given the potential magnitude of a significant breach, the Company continually evaluates on an enterprise-wide basis its IT hardware, security infrastructure and business practices to respond to these risks and to detect and remediate in a timely manner significant cybersecurity incidents or business process interruptions.
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 this 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.
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FY 2021 10-K MD&A
SEC filing source: 0000074260-22-000012.
Item 7 - Management Analysis of Financial Position and Results of Operations
($ 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 a number of regulated insurance company subsidiaries organized into three major segments: General Insurance (property and liability insurance), Title Insurance and Republic Financial Indemnity Group ("RFIG") Run-off. A small life and accident insurance business, accounting for .2% of consolidated operating revenues for the year ended December 31, 2021 and .5% of consolidated assets as of that date, is included within the Corporate & 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 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 guidance recently issued by the FASB relative to lease accounting and accounting for credit losses on financial instruments, which are discussed further in the Notes to Consolidated Financial Statements.
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 to the consolidated financial statements included elsewhere in this report.
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, 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 policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, Management engages in an ongoing assessment of operating risks, such as cybersecurity risks, that could adversely affect the Company's business and reputation.
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 capital resources. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of 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 primary 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 enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and without significant regard to quarterly or even annual reporting periods that American industry must observe. In Old Republic's view, such short reporting time frames do not coincide well with the long-term nature of much of its business. Management therefore believes that the Company's operating results and financial condition can best be evaluated by observing underwriting and overall operating performance trends over five- or preferably ten-year intervals. A ten-year period will likely encompass at least one economic and/or underwriting cycle and thereby provide an appropriate time frame for such cycle to run its course, and for premium rate changes and reserved claim costs to be quantified and emerge in financial results with greater finality and effect.
This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.
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EXECUTIVE SUMMARY
Old Republic International Corporation reported the following consolidated results:
| OVERALL RESULTS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31: | 2021 | 2020 | 2019 | |||||||||
| Pretax income (loss) | $ | 1,922.1 | $ | 688.4 | $ | 1,322.4 | ||||||
| Pretax investment gains (losses) | 758.0 | (142.0) | 636.1 | |||||||||
| Pretax income (loss) excluding investment gains (losses) | $ | 1,164.0 | $ | 830.4 | $ | 686.2 | ||||||
| Net income (loss) | $ | 1,534.3 | $ | 558.6 | $ | 1,056.4 | ||||||
| Net of tax investment gains (losses) | 598.4 | (112.1) | 502.2 | |||||||||
| Net income (loss) excluding investment gains (losses) | $ | 935.9 | $ | 670.8 | $ | 554.2 | ||||||
| PER DILUTED SHARE | ||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | |||||||||
| Net income (loss) | $ | 5.05 | $ | 1.87 | $ | 3.51 | ||||||
| Net of tax investment gains (losses) | 1.97 | (0.37) | 1.67 | |||||||||
| Net income (loss) excluding investment gains (losses) | $ | 3.08 | $ | 2.24 | $ | 1.84 | ||||||
| SHAREHOLDERS' EQUITY | ||||||||||||
| December 31: | 2021 | 2020 | ||||||||||
| Total | $ | 6,893.2 | $ | 6,186.6 | ||||||||
| Per Common Share | $ | 22.76 | $ | 20.75 |
The Company reported pretax income, exclusive of all investment gains of $1.16 billion for 2021, representing growth of 40.2% compared to 2020. General Insurance and Title Insurance both produced solid underwriting results that drove a consolidated combined ratio of 89.9% for 2021 compared to 93.3% and 95.3% in 2020 and 2019, respectively. In addition to these strong underwriting results, total and per share net income for 2021 also reflects an increase in the fair value of equity securities.
Consolidated net premiums and fees earned of $8.0 billion for 2021 represent growth of 18.8% compared to 2020. General Insurance net earned premiums grew by mid-single digits over the prior year, while Title Insurance continued to experience significant growth in premium and fees attributable to a low interest rate environment and a robust real estate market. Net investment income remained relatively flat in 2021, reflecting growth in the invested asset base, offset by lower investment yields.
Book value per share advanced to $22.76 as of December 31, 2021. With the addition of dividends declared during the year, this was an increase of 21.2% over year-end 2020, primarily driven by strong operating earnings and by gains in our investment portfolio.
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Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the primary needs of the insurance subsidiaries' underwriting and related services business. In this view, the evaluation of periodic and long-term results excludes consideration of all investment gains (losses). Under Generally Accepted Accounting Principles (GAAP), however, net income (loss), inclusive of investment gains (losses), is the measure of total profitability.
In management's opinion, the focus on income (loss) excluding investment gains (losses) provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income (loss) can mask trends in operating results. That is because their realization is, more often than not, highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations in reported net income (loss).
| FINANCIAL HIGHLIGHTS | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | ||||||||||||
| SUMMARY INCOME STATEMENTS: | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums and fees earned | $ | 8,003.6 | $ | 6,737.8 | $ | 6,241.1 | 18.8 | % | 8.0 | % | |||||||
| Net investment income | 434.3 | 438.9 | 450.7 | (1.1) | (2.6) | ||||||||||||
| Other income | 145.6 | 131.2 | 132.6 | 11.0 | (1.0) | ||||||||||||
| Total operating revenues | 8,583.5 | 7,308.0 | 6,824.4 | 17.5 | 7.1 | ||||||||||||
| Investment gains (losses): | |||||||||||||||||
| Realized from actual transactions | 6.9 | 14.2 | 38.6 | ||||||||||||||
| Realized from impairments | — | — | (2.0) | ||||||||||||||
| Unrealized from changes in fair value of equity securities | 751.1 | (156.2) | 599.5 | ||||||||||||||
| Total investment gains (losses) | 758.0 | (142.0) | 636.1 | ||||||||||||||
| Total revenues | 9,341.6 | 7,166.0 | 7,460.5 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Claim costs | 2,420.9 | 2,491.4 | 2,572.7 | (2.8) | (3.2) | ||||||||||||
| Sales and general expenses | 4,942.3 | 3,942.4 | 3,525.4 | 25.4 | 11.8 | ||||||||||||
| Interest and other costs | 56.2 | 43.7 | 40.0 | 28.7 | 9.1 | ||||||||||||
| Total operating expenses | 7,419.5 | 6,477.5 | 6,138.1 | 14.5 | % | 5.5 | % | ||||||||||
| Pretax income (loss) | 1,922.1 | 688.4 | 1,322.4 | ||||||||||||||
| Income taxes (credits) | 387.7 | 129.7 | 265.9 | ||||||||||||||
| Net income (loss) | $ | 1,534.3 | $ | 558.6 | $ | 1,056.4 | |||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||
| Components of net income (loss) per share: | |||||||||||||||||
| Basic net income (loss) excluding investment gains (losses) | $ | 3.10 | $ | 2.24 | $ | 1.85 | 38.4 | % | 21.1 | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 0.02 | 0.04 | 0.10 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | 1.96 | (0.41) | 1.57 | ||||||||||||||
| Basic net income (loss) | $ | 5.08 | $ | 1.87 | $ | 3.52 | |||||||||||
| Diluted net income (loss) excluding investment gains (losses) | $ | 3.08 | $ | 2.24 | $ | 1.84 | 37.5 | % | 21.7 | % | |||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 0.02 | 0.04 | 0.10 | ||||||||||||||
| Unrealized from changes in fair value of equity securities | 1.95 | (0.41) | 1.57 | ||||||||||||||
| Diluted net income (loss) | $ | 5.05 | $ | 1.87 | $ | 3.51 | |||||||||||
| Cash dividends on common stock | $ | 2.38 | $ | 1.84 | $ | 1.80 | |||||||||||
| Book value per share | $ | 22.76 | $ | 20.75 | $ | 19.98 | 9.7 | % | 3.9 | % |
Management believes the information presented in the table on the following page, prior to the inclusion of investment gains (losses), highlights the most meaningful, realistic indicators of ORI's segmented and consolidated financial performance. The information underscores management's view of reported results by separating the inherent volatility of securities markets and their above-noted impact on reported net income (loss).
24
| Major Segmented and Consolidated | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Elements of Income (Loss) | |||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | ||||||||||||||
| A. Net premiums, fees, and other income: | |||||||||||||||||||
| General Insurance | $ | 3,555.5 | $ | 3,394.2 | $ | 3,432.4 | 4.8 | % | (1.1) | % | |||||||||
| Title Insurance | 4,404.3 | 3,286.3 | 2,736.0 | 34.0 | 20.1 | ||||||||||||||
| Corporate & Other | 11.0 | 12.0 | 13.4 | (8.8) | (10.0) | ||||||||||||||
| Other income | 145.6 | 131.2 | 132.6 | 11.0 | (1.0) | ||||||||||||||
| Subtotal | 8,116.5 | 6,823.9 | 6,314.4 | 18.9 | 8.1 | ||||||||||||||
| RFIG Run-off | 32.6 | 45.1 | 59.2 | (27.6) | (23.8) | ||||||||||||||
| Consolidated | $ | 8,149.2 | $ | 6,869.1 | $ | 6,373.7 | 18.6 | % | 7.8 | % | |||||||||
| B. Underwriting and related services income (loss): | |||||||||||||||||||
| General Insurance | $ | 311.4 | $ | 151.8 | $ | 84.9 | 105.1 | % | 78.8 | % | |||||||||
| Title Insurance | 474.0 | 305.8 | 193.5 | 55.0 | 58.0 | ||||||||||||||
| Corporate & Other | (20.9) | (17.0) | (15.5) | (22.7) | (9.5) | ||||||||||||||
| Subtotal | 764.6 | 440.5 | 262.8 | 73.5 | 67.6 | ||||||||||||||
| RFIG Run-off | 21.3 | (5.3) | 12.7 | 497.1 | (142.3) | ||||||||||||||
| Consolidated | $ | 785.9 | $ | 435.2 | $ | 275.6 | 80.6 | % | 57.9 | % | |||||||||
| C. Consolidated underwriting ratio: | |||||||||||||||||||
| Claim ratio: | |||||||||||||||||||
| Current year | 32.9 | % | 38.2 | % | 41.7 | % | |||||||||||||
| Prior years | (2.7) | (1.2) | (.5) | ||||||||||||||||
| Total | 30.2 | 37.0 | 41.2 | ||||||||||||||||
| Expense ratio | 59.7 | 56.3 | 54.1 | ||||||||||||||||
| Combined ratio | 89.9 | % | 93.3 | % | 95.3 | % | |||||||||||||
| D. Net investment income: | |||||||||||||||||||
| General Insurance | $ | 342.4 | $ | 352.2 | $ | 356.4 | (2.8) | % | (1.2) | % | |||||||||
| Title Insurance | 43.8 | 42.0 | 41.4 | 4.3 | 1.3 | ||||||||||||||
| Corporate & Other | 36.5 | 29.4 | 35.1 | 24.0 | (16.2) | ||||||||||||||
| Subtotal | 422.8 | 423.6 | 433.0 | (0.2) | (2.2) | ||||||||||||||
| RFIG Run-off | 11.4 | 15.2 | 17.6 | (24.7) | (13.4) | ||||||||||||||
| Consolidated | $ | 434.3 | $ | 438.9 | $ | 450.7 | (1.1) | % | (2.6) | % | |||||||||
| E. Interest and other charges (credits): | |||||||||||||||||||
| General Insurance | $ | 64.2 | $ | 64.2 | $ | 71.1 | |||||||||||||
| Title Insurance | 2.1 | 3.8 | 4.1 | ||||||||||||||||
| Corporate & Other (a) | (10.1) | (24.3) | (35.2) | ||||||||||||||||
| Subtotal | 56.2 | 43.7 | 40.0 | ||||||||||||||||
| RFIG Run-off | — | — | — | ||||||||||||||||
| Consolidated | $ | 56.2 | $ | 43.7 | $ | 40.0 | 28.7 | % | 9.1 | % | |||||||||
| F. Segmented and consolidated pretax income (loss) | |||||||||||||||||||
| excluding investment gains (losses)(B+D-E): | |||||||||||||||||||
| General Insurance | $ | 589.6 | $ | 439.8 | $ | 370.2 | 34.1 | % | 18.8 | % | |||||||||
| Title Insurance | 515.7 | 344.0 | 230.8 | 49.9 | 49.0 | ||||||||||||||
| Corporate & Other | 25.7 | 36.7 | 54.8 | (29.8) | (33.1) | ||||||||||||||
| Subtotal | 1,131.1 | 820.5 | 655.9 | 37.9 | 25.1 | ||||||||||||||
| Run-off | 32.8 | 9.8 | 30.3 | 232.3 | (67.4) | ||||||||||||||
| Consolidated | 1,164.0 | 830.4 | 686.2 | 40.2 | % | 21.0 | % | ||||||||||||
| Income taxes (credits) on above (b) | 228.1 | 159.6 | 132.0 | ||||||||||||||||
| G. Net income (loss) excluding | |||||||||||||||||||
| investment gains (losses) | 935.9 | 670.8 | 554.2 | 39.5 | % | 21.0 | % | ||||||||||||
| H. Consolidated pretax investment gains (losses): | |||||||||||||||||||
| Realized from actual transactions and impairments | 6.9 | 14.2 | 36.6 | ||||||||||||||||
| Unrealized from changes in fair value of equity securities | 751.1 | (156.2) | 599.5 | ||||||||||||||||
| Total | 758.0 | (142.0) | 636.1 | ||||||||||||||||
| Income taxes (credits) on above | 159.6 | (29.8) | 133.8 | ||||||||||||||||
| Net of tax investment gains (losses) | 598.4 | (112.1) | 502.2 | ||||||||||||||||
| I. Net income (loss) | $ | 1,534.3 | $ | 558.6 | $ | 1,056.4 | |||||||||||||
| J. Consolidated operating cash flow | $ | 1,311.7 | $ | 1,185.0 | $ | 936.2 |
(a) Includes consolidation/elimination entries. (b) The effective tax rates applicable to pretax income excluding investment gains and (losses) were 19.6%, 19.2% and 19.2% for the years ended December 31, 2021, 2020 and 2019, respectively.
25
General Insurance Segment Results
| General Insurance Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | |||||||||||||
| Net premiums written | $ | 3,680.9 | $ | 3,431.3 | $ | 3,469.0 | 7.3 | % | (1.1) | % | ||||||||
| Net premiums earned | 3,555.5 | 3,394.2 | 3,432.4 | 4.8 | (1.1) | |||||||||||||
| Net investment income | 342.4 | 352.2 | 356.4 | (2.8) | (1.2) | |||||||||||||
| Other income | 144.5 | 130.3 | 131.9 | 10.9 | (1.2) | |||||||||||||
| Operating revenues | 4,042.5 | 3,876.8 | 3,920.8 | 4.3 | (1.1) | |||||||||||||
| Claim costs | 2,303.1 | 2,372.0 | 2,464.6 | (2.9) | (3.8) | |||||||||||||
| Sales and general expenses | 1,085.4 | 1,000.7 | 1,014.7 | 8.5 | (1.4) | |||||||||||||
| Interest and other costs | 64.2 | 64.2 | 71.1 | 0.1 | (9.7) | |||||||||||||
| Operating expenses | 3,452.8 | 3,436.9 | 3,550.5 | 0.5 | (3.2) | |||||||||||||
| Segmented pretax operating income (loss) | $ | 589.6 | $ | 439.8 | $ | 370.2 | 34.1 | % | 18.8 | % | ||||||||
| Claim ratio | 64.8 | % | 69.9 | % | 71.8 | % | ||||||||||||
| Expense ratio | 26.5 | 25.6 | 25.7 | |||||||||||||||
| Combined ratio | 91.3 | % | 95.5 | % | 97.5 | % |
General Insurance net premiums earned increased 4.8% for 2021, with rising premiums in commercial auto, financial indemnity, and property lines of coverage. Strong premium rate increases for most lines of coverage, other than workers' compensation, high renewal retention ratios, and new business production all contributed. Conversely, net premiums earned were down slightly in 2020 compared to 2019. The economic impacts of the COVID-19 pandemic and tightened underwriting standards were mitigated by strong premium rate increases for most insurance products. Declining workers' compensation and general liability premiums were largely offset by rising premiums in commercial auto, financial indemnity and property coverages. Net investment income decreased in both 2021 and 2020, reflecting lower investment yields partially offset by growth in the invested asset base.
The reported claim ratio for General Insurance improved in 2021 and 2020, inclusive of favorable reserve development from prior periods and a lower current period claim provision, attributable to several years of premium rate increases and underwriting actions. Favorable development was higher in 2021 due predominantly to better than expected claims experience related to workers' compensation and commercial auto reserves on older, more developed years. The 2021 expense ratio was slightly elevated compared to the prior years, generally reflecting variability of sales and general expenses within the line of coverage mix.
Together, these factors produced significantly greater pretax operating income for the periods reported.
The following table shows recent annual claim ratios and the effects of claim development trends:
| Effect of Prior Periods' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Favorable)/ | Claim Ratio Excluding | ||||||||||||
| Reported | Unfavorable Claim | Prior Periods' Claim | |||||||||||
| Claim Ratio | Reserves Development | Reserves Development | |||||||||||
| 2017 | 71.8 | % | 0.7 | % | 71.1 | % | |||||||
| 2018 | 72.2 | — | 72.2 | ||||||||||
| 2019 | 71.8 | 0.4 | 71.4 | ||||||||||
| 2020 | 69.9 | (0.8) | 70.7 | ||||||||||
| 2021 | 64.8 | % | (3.8) | % | 68.6 | % |
Annual claim ratios and trends may not be particularly meaningful indicators of future outcomes for an insurance company with a liability-oriented coverage mix and its relatively long claim payment patterns. Management's long-term targets, assuming the current coverage mix, are for annually reported claim ratio averages in the high 60% to low 70% range, expense ratio averages of 25% or below, and a combined ratio ranging between 90% and 95%.
26
Title Insurance Segment Results
| Title Insurance Summary Operating Results | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | ||||||||||||
| Net premiums and fees earned | $ | 4,404.3 | $ | 3,286.3 | $ | 2,736.0 | 34.0 | % | 20.1 | % | |||||||
| Net investment income | 43.8 | 42.0 | 41.4 | 4.3 | 1.3 | ||||||||||||
| Other income | 1.1 | 0.9 | 0.7 | 14.9 | 39.1 | ||||||||||||
| Operating revenues | 4,449.3 | 3,329.3 | 2,778.1 | 33.6 | 19.8 | ||||||||||||
| Claim costs | 112.9 | 75.3 | 67.4 | 49.9 | 11.8 | ||||||||||||
| Sales and general expenses | 3,818.4 | 2,906.1 | 2,475.7 | 31.4 | 17.4 | ||||||||||||
| Interest and other costs | 2.1 | 3.8 | 4.1 | (42.7) | (7.7) | ||||||||||||
| Operating expenses | 3,933.5 | 2,985.3 | 2,547.3 | 31.8 | 17.2 | ||||||||||||
| Segmented pretax operating income (loss) | $ | 515.7 | $ | 344.0 | $ | 230.8 | 49.9 | % | 49.0 | % | |||||||
| Claim ratio | 2.6 | % | 2.3 | % | 2.5 | % | |||||||||||
| Expense ratio | 86.7 | 88.4 | 90.5 | ||||||||||||||
| Combined ratio | 89.3 | % | 90.7 | % | 93.0 | % |
Title Insurance net premiums and fees earned grew by 34.0% and 20.1% for 2021 and 2020, respectively, attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions in both years was partially offset by a decline in refinance activity beginning in 2021. Revenue from independent title agents continued to increase over prior years although at a lower rate in more recent quarters, while revenue from direct production channels declined slightly in the later part of 2021. Net investment income increased in both 2021 and 2020, reflecting growth in the invested asset base, somewhat offset by lower investment yields.
Title Insurance's reported claim ratios were relatively flat for the years presented, inclusive of favorable development. The expense ratios reflect the benefit of greater leverage of the expense structure on significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.
Together, these factors produced significantly greater pretax operating income for the periods reported.
The following table shows recent annual claim ratios and the effects of claim development trends:
| Effect of Prior Periods' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Favorable)/ | Claim Ratio Excluding | ||||||||||||
| Reported | Unfavorable Claim | Prior Periods' Claim | |||||||||||
| Claim Ratio | Reserves Development | Reserves Development | |||||||||||
| 2017 | 0.8 | % | (3.0) | % | 3.8 | % | |||||||
| 2018 | 1.9 | (1.8) | 3.7 | ||||||||||
| 2019 | 2.5 | (1.2) | 3.7 | ||||||||||
| 2020 | 2.3 | (1.3) | 3.6 | ||||||||||
| 2021 | 2.6 | % | (1.0) | % | 3.6 | % |
27
RFIG Run-off Segment Results
| RFIG Run-off Summary Operating Results (a) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | |||||||||||||
| Mortgage Insurance (MI) | ||||||||||||||||||
| Net premiums earned | $ | 32.6 | $ | 45.1 | $ | 58.8 | (27.6) | % | (23.3) | % | ||||||||
| Net investment income | 11.4 | 15.2 | 17.3 | (24.7) | (12.0) | |||||||||||||
| Claim costs | (1.7) | 36.9 | 32.3 | (104.7) | 14.1 | |||||||||||||
| MI pretax operating income (loss) | $ | 32.8 | $ | 9.8 | $ | 29.2 | 232.3 | % | (66.2) | % | ||||||||
| Claim ratio | (5.3) | % | 81.7 | % | 55.0 | % | ||||||||||||
| Expense ratio | 39.9 | 30.2 | 24.8 | |||||||||||||||
| Combined ratio | 34.6 | % | 111.9 | % | 79.8 | % | ||||||||||||
| Consumer Credit Insurance (CCI) (a) | ||||||||||||||||||
| CCI pretax operating income (loss) | $ | — | $ | — | $ | 1.0 | ||||||||||||
| Total MI and CCI run-off business (a) | ||||||||||||||||||
| Segment pretax operating income (loss) | $ | 32.8 | $ | 9.8 | $ | 30.3 | 232.3 | % | (67.4) | % |
__________________
(a) Results for the CCI run-off are expected to be immaterial in the remaining run-off periods. Effective July 1, 2019, these results have been re-classified to General Insurance for all future periods.
Pretax operating results of RFIG Run-off reflect the continuing drop in net earned premiums in line with the declining risk in force and significantly lower claim costs in 2021 compared to 2020. Claim costs in 2021 reflect fewer newly reported delinquencies along with improving trends in cure rates and lower claim severity influenced by the ongoing economic recovery and continued strength in the real estate market. Claim costs for 2020 reflected greater reserve provisions due to elevated delinquencies and the economic impacts of the COVID-19 pandemic. Investment income decreased in both years reflecting a declining invested asset base and lower investment yields. Extraordinary dividends of $100.0 million and $37.7 million were paid to the parent company in 2021 and 2020, respectively.
The following table shows recent annual claim ratios and the effects of claim development trends:
| Effect of Prior Periods' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Favorable)/ | Claim Ratio Excluding | ||||||||||||
| Reported | Unfavorable Claim | Prior Periods' Claim | |||||||||||
| Claim Ratio | Reserves Development | Reserves Development | |||||||||||
| 2017 | 57.6 | % | (38.3) | % | 95.9 | % | |||||||
| 2018 | 43.2 | (27.0) | 70.2 | ||||||||||
| 2019 | 55.0 | (12.5) | 67.5 | ||||||||||
| 2020 | 81.7 | (26.5) | 108.2 | ||||||||||
| 2021 | (5.3) | % | (67.5) | % | 62.2 | % |
28
Corporate & Other Operating Results
| Corporate & Other Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | |||||||||||||
| Net life and accident premiums earned | $ | 11.0 | $ | 12.0 | $ | 13.4 | (8.8) | % | (10.0) | % | ||||||||
| Net investment income | 36.5 | 29.4 | 35.1 | 24.0 | (16.2) | |||||||||||||
| Other operating income | — | — | — | — | — | |||||||||||||
| Operating revenues | 47.5 | 41.4 | 48.5 | 14.7 | (14.6) | |||||||||||||
| Claim costs | 6.5 | 7.1 | 8.8 | (7.9) | (19.7) | |||||||||||||
| Insurance expenses | 3.4 | 4.2 | 4.5 | (17.6) | (6.6) | |||||||||||||
| Corporate, interest and other expenses - net | 11.6 | (6.6) | (19.7) | N/M | 66.3 | |||||||||||||
| Operating expenses | 21.7 | 4.7 | (6.3) | N/M | 174.7 | |||||||||||||
| Corporate & Other pretax operating income (loss) | $ | 25.7 | $ | 36.7 | $ | 54.8 | (29.8) | % | (33.1) | % |
This segment includes the combination of a small life and accident insurance business and the net costs associated with the parent holding company and its internal corporate services subsidiaries. The segment tends to produce highly variable results stemming from volatility inherent from the lack of scale. Interest expense increased in 2021 related to the issuance of $650 million of debt late in the second quarter. This increase was largely offset by net investment income from a higher level of investments.
Summary Consolidated Balance Sheet
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| Assets: | ||||||||
| Cash and fixed maturity securities | $ | 11,399.6 | $ | 11,365.1 | ||||
| Equity securities | 5,302.8 | 4,054.8 | ||||||
| Other invested assets | 116.5 | 115.3 | ||||||
| Cash and invested assets | 16,818.9 | 15,535.3 | ||||||
| Accounts and premiums receivable | 1,768.7 | 1,593.9 | ||||||
| Federal income tax recoverable: Current | 11.8 | — | ||||||
| Reinsurance balances recoverable | 4,943.4 | 4,362.8 | ||||||
| Deferred policy acquisition costs | 350.4 | 328.0 | ||||||
| Sundry assets | 1,088.4 | 995.0 | ||||||
| Total assets | $ | 24,981.8 | $ | 22,815.2 | ||||
| Liabilities and Shareholders' Equity: | ||||||||
| Policy liabilities | $ | 2,752.0 | $ | 2,593.1 | ||||
| Claim reserves | 11,425.5 | 10,671.0 | ||||||
| Federal income tax payable: Current | — | 4.2 | ||||||
| Deferred | 249.5 | 137.3 | ||||||
| Reinsurance balances and funds | 866.0 | 725.4 | ||||||
| Debt | 1,588.5 | 966.4 | ||||||
| Sundry liabilities | 1,206.9 | 1,530.8 | ||||||
| Total liabilities | 18,088.6 | 16,628.5 | ||||||
| Shareholders' equity | 6,893.2 | 6,186.6 | ||||||
| Total liabilities and shareholders' equity | $ | 24,981.8 | $ | 22,815.2 |
29
Cash, Invested Assets, and Shareholders' Equity
| Cash, Invested Assets, and Shareholders' Equity | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||||
| December 31, | Dec. '21 / | Dec. '20 / | ||||||||||||||||||
| As of December 31: | 2021 | 2020 | 2019 | Dec. '20 | Dec. '19 | |||||||||||||||
| Cash and invested assets: | ||||||||||||||||||||
| Fixed maturity securities, cash and other | ||||||||||||||||||||
| invested assets | $ | 11,516.1 | $ | 11,480.4 | $ | 10,496.9 | 0.3 | % | 9.4 | % | ||||||||||
| Equity securities | 5,302.8 | 4,054.8 | 4,030.5 | 30.8 | 0.6 | |||||||||||||||
| Total per balance sheet | $ | 16,818.9 | $ | 15,535.3 | $ | 14,527.4 | 8.3 | % | 6.9 | % | ||||||||||
| Total at cost for all | $ | 15,045.8 | $ | 14,151.6 | $ | 13,327.2 | 6.3 | % | 6.2 | % | ||||||||||
| Composition of shareholders' equity per share: | ||||||||||||||||||||
| Equity before items below | $ | 18.50 | $ | 17.73 | $ | 17.25 | 4.3 | % | 2.8 | % | ||||||||||
| Unrealized investment gains (losses) and other | ||||||||||||||||||||
| accumulated comprehensive income (loss) | 4.26 | 3.02 | 2.73 | |||||||||||||||||
| Total | $ | 22.76 | $ | 20.75 | $ | 19.98 | 9.7 | % | 3.9 | % | ||||||||||
| Segmented composition of | ||||||||||||||||||||
| shareholders' equity per share: | ||||||||||||||||||||
| Excluding RFIG Run-off segment | $ | 21.47 | $ | 19.25 | $ | 18.37 | 11.5 | % | 4.8 | % | ||||||||||
| RFIG Run-off segment | 1.29 | 1.50 | 1.61 | |||||||||||||||||
| Consolidated total | $ | 22.76 | $ | 20.75 | $ | 19.98 | 9.7 | % | 3.9 | % |
Old Republic's invested assets portfolio is directed in consideration of enterprise-wide risk management objectives. Most importantly, these are intended to ensure solid funding of the insurance subsidiaries' long-term obligations to customers, policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital accounts. For these reasons, the investment portfolio contains no significant insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations ("CDO's"), derivatives, hybrid securities, or illiquid private equity and hedge fund investments. Moreover, 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.
As of December 31, 2021, the consolidated investment portfolio reflected an allocation of approximately 68% to fixed-maturity (bonds and notes) and short-term investments, and 32% to equity securities (common stocks). The fixed-maturity portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities are stratified and conservatively matched to the expected timing of paying those obligations in the future. The quality of the investment portfolio remains at high levels.
In recent years, a significant portion of our investable funds have been directed toward high-quality common stocks of U.S. companies (currently limited to fewer than 100 issues). We favor those with long-term records of reasonable earnings growth and steadily increasing dividends. Pursuant to enterprise risk management guidelines and controls, we perform regular stress tests of the equities portfolio to gain reasonable assurance that periodic downdrafts in market prices would not seriously undermine our financial strength and the long-term continuity and prospects of our insurance underwriting business.
30
Changes in shareholders' equity per share are reflected in the following table. As shown, these resulted mostly from net income excluding net investment gains (losses), realized and unrealized investment gains (losses), and dividend payments to shareholders.
| Shareholders' Equity Per Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| 2021 | 2020 | 2019 | ||||||||
| Beginning balance | $ | 20.75 | $ | 19.98 | $ | 17.23 | ||||
| Changes in shareholders' equity: | ||||||||||
| Net income (loss) excluding net investment gains (losses) | 3.10 | 2.24 | 1.85 | |||||||
| Net of tax realized investment gains (losses) | 0.02 | 0.04 | 0.10 | |||||||
| Net of tax unrealized investment gains (losses): | ||||||||||
| Fixed maturity securities | (0.97) | 0.91 | 0.96 | |||||||
| Equity securities | 1.96 | (0.41) | 1.57 | |||||||
| Total net of tax realized and unrealized | ||||||||||
| investment gains (losses) | 1.01 | 0.54 | 2.63 | |||||||
| Cash dividends | (2.38) | (1.84) | (1.80) | |||||||
| Other | 0.28 | (0.17) | 0.07 | |||||||
| Net change | 2.01 | 0.77 | 2.75 | |||||||
| Ending balance | $ | 22.76 | $ | 20.75 | $ | 19.98 | ||||
| Percentage change for the period | 9.7 | % | 3.9 | % | 16.0 | % |
Capitalization
| Capitalization | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | |||||||||||
| 2021 | 2020 | 2019 | |||||||||
| Debt: | |||||||||||
| 4.875% Senior Notes due 2024 | $ | 398.4 | $ | 397.9 | $ | 397.3 | |||||
| 3.875% Senior Notes due 2026 | 547.3 | 546.8 | 546.2 | ||||||||
| 3.850% Senior Notes due 2051 | 642.6 | — | — | ||||||||
| Other miscellaneous debt | — | 21.7 | 30.4 | ||||||||
| Total debt | 1,588.5 | 966.4 | 974.0 | ||||||||
| Common shareholders' equity | 6,893.2 | 6,186.6 | 6,000.1 | ||||||||
| Total capitalization | $ | 8,481.7 | $ | 7,153.1 | $ | 6,974.2 | |||||
| Capitalization ratios: | |||||||||||
| Debt | 18.7 | % | 13.5 | % | 14.0 | % | |||||
| Common shareholders' equity | 81.3 | 86.5 | 86.0 | ||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % |
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.
RESULTS OF OPERATIONS
Consolidated Overview
COVID-19 Pandemic and Old Republic's Business
Throughout 2021, the economy continued to recover from the effects of the COVID-19 pandemic and the associated governmental responses ("COVID-19" or "the pandemic"). Most of Old Republic’s business operations have permitted associates to return to the office. Old Republic experienced no meaningful interruption in its ability to service the needs of customers throughout the remote working environment or the beginning stages of the return to office.
Demand for several of the Company’s insurance coverages in the General Insurance segment is related to overall economic conditions, however, the Company’s exposure to the sectors impacted the most by COVID-19 has not been significant. Additionally, aside from higher reported delinquencies and resulting claims costs experienced within the RFIG Run-off segment during 2020, the overall impact of COVID-19 on the Company’s claims experience has not been significant.
The COVID-19 pandemic continues to adversely impact the U.S. economy and financial markets. New variants of the COVID-19 virus or a resurgence in infection rates could lead to a reduction in economic activity, resulting in a decline in demand for the Company’s products. As a result, the Company’s operating results, business and financial condition could be adversely affected in subsequent periods by future economic disruptions caused by the COVID-19 pandemic.
Premiums & Fees
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 | Corporate & Other | Total | % Change from prior period | |||||||||||||||||
| Years Ended December 31: | ||||||||||||||||||||||
| 2019 | $ | 3,432.4 | $ | 2,736.0 | $ | 59.2 | $ | 13.4 | $ | 6,241.1 | 5.1 | % | ||||||||||
| 2020 | 3,394.2 | 3,286.3 | 45.1 | 12.0 | 6,737.8 | 8.0 | ||||||||||||||||
| 2021 | $ | 3,555.5 | $ | 4,404.3 | $ | 32.6 | $ | 11.0 | $ | 8,003.6 | 18.8 | % |
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 that follow.
32
| Invested Assets at Cost | Fair Value Adjust- ment | Invested Assets at Fair Value | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | RFIG Run-off | Corporate & Other | Total | ||||||||||||||||||||||
| As of December 31: | ||||||||||||||||||||||||||
| 2020 | $ | 10,987.8 | $ | 1,328.4 | $ | 545.1 | $ | 1,083.8 | $ | 13,945.2 | $ | 1,384.9 | $ | 15,330.1 | ||||||||||||
| 2021 | $ | 11,379.7 | $ | 1,569.2 | $ | 459.0 | $ | 1,394.8 | $ | 14,802.9 | $ | 1,773.4 | $ | 16,576.3 |
| Net Investment Income | Yield at | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | RFIG Run-off | Corporate & Other | Total | Original Cost | Fair Value | |||||||||||||||||||
| Years Ended | |||||||||||||||||||||||||
| December 31: | |||||||||||||||||||||||||
| 2019 | $ | 356.4 | $ | 41.4 | $ | 17.6 | $ | 35.1 | $ | 450.7 | 3.48 | % | 3.30 | % | |||||||||||
| 2020 | 352.2 | 42.0 | 15.2 | 29.4 | 438.9 | 3.24 | 2.96 | ||||||||||||||||||
| 2021 | $ | 342.4 | $ | 43.8 | $ | 11.4 | $ | 36.5 | $ | 434.3 | 3.02 | % | 2.72 | % |
Consolidated net investment income decreased by 1.1% in 2021 and 2.6% in 2020. This revenue source is affected by changes in the invested asset base mainly driven by consolidated operating cash flows and the issuance of debt in 2021, by a concentration of investable assets in interest-bearing securities, and by changes in market rates of return. The yields on interest bearing securities for 2021 and 2020 reflect a lower interest rate environment.
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 December 31, 2021 and 2020:
| Claim and Loss Adjustment Expense Reserves | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31: | 2021 | 2020 | |||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||
| Workers' compensation | $ | 4,893.0 | $ | 2,955.6 | $ | 4,929.2 | $ | 3,044.1 | |||||||||
| General liability | 1,324.4 | 630.7 | 1,309.4 | 641.5 | |||||||||||||
| Commercial automobile (mostly trucking) | 2,850.0 | 1,736.5 | 2,379.8 | 1,591.5 | |||||||||||||
| Other coverages | 1,355.5 | 979.3 | 1,086.2 | 782.4 | |||||||||||||
| Unallocated loss adjustment expense reserves | 285.2 | 284.8 | 269.1 | 268.3 | |||||||||||||
| Total General Insurance reserves | 10,708.4 | 6,587.0 | 9,973.9 | 6,328.0 | |||||||||||||
| Title | 594.2 | 594.2 | 556.1 | 556.1 | |||||||||||||
| RFIG Run-off | 111.2 | 111.2 | 127.6 | 127.6 | |||||||||||||
| Life and accident | 11.6 | 7.6 | 13.2 | 8.6 | |||||||||||||
| Total claim and loss adjustment expense reserves | $ | 11,425.5 | $ | 7,300.2 | $ | 10,671.0 | $ | 7,020.4 | |||||||||
| Asbestosis and environmental claim reserves included | |||||||||||||||||
| in the above General Insurance reserves: | |||||||||||||||||
| Amount | $ | 118.1 | $ | 77.2 | $ | 127.6 | $ | 82.4 | |||||||||
| % of total General Insurance reserves | 1.1 | % | 1.2 | % | 1.3 | % | 1.3 | % |
A summary of changes in aggregate reserves for claims and related costs is included in Note 4 of the Consolidated Financial Statements.
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:
33
| Years Ended December 31: | 2021 | 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| General | 64.8 | % | 69.9 | % | 71.8 | % | |||
| Title | 2.6 | 2.3 | 2.5 | ||||||
| RFIG Run-off | (5.3) | 81.7 | 53.5 | ||||||
| Consolidated claim ratio | 30.2 | % | 37.0 | % | 41.2 | % | |||
| Reconciliation of consolidated claim ratio: | |||||||||
| Provision for insured events of the current year | 32.9 | % | 38.2 | % | 41.7 | % | |||
| Change in provision for insured events of prior years: | |||||||||
| net (favorable) unfavorable development | (2.7) | (1.2) | (.5) | ||||||
| Consolidated claim ratio | 30.2 | % | 37.0 | % | 41.2 | % |
The consolidated claim ratio reflects the changing effects of period-to-period contributions of each segment to consolidated results, and this ratio's variances within each segment. For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments in 2021, 2020, and 2019, which on average decreased the consolidated claim ratio by 1.6 percentage points.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made nor is any guaranty given that ultimate net claim and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net claims and related costs are 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 this Annual Report on Form 10-K under Item 1A - Risk Factors.
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:
| RFIG | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | Run-off | Consolidated | ||||||||
| Years Ended December 31: | |||||||||||
| 2019 | 25.7 | % | 90.5 | % | 25.0 | % | 54.1 | % | |||
| 2020 | 25.6 | 88.4 | 30.2 | 56.3 | |||||||
| 2021 | 26.5 | % | 86.7 | % | 39.9 | % | 59.7 | % |
Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and costs of producing business in the Company's three largest operating 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 2021 General Insurance expense ratio was also impacted by changes in line of coverage mix and certain operating expense charges. The Title Insurance ratios reflect the benefit of greater leverage of the expense structure on significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.
Combined Ratios
The combined ratios of the above summarized net claims, benefits and underwriting expenses are as follows:
| RFIG | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| General | Title | Run-off | Consolidated | ||||||||
| Years Ended December 31: | |||||||||||
| 2019 | 97.5 | % | 93.0 | % | 78.5 | % | 95.3 | % | |||
| 2020 | 95.5 | 90.7 | 111.9 | 93.3 | |||||||
| 2021 | 91.3 | % | 89.3 | % | 34.6 | % | 89.9 | % |
34
Net Investment 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 providing 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; in 2021, 2020, and 2019, 80.7%, 76.2% and 54.0%, respectively, of all such dispositions resulted from these occurrences. The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
The following table reflects the composition of net investment gains or losses for the periods shown.
| Realized Investment Gains (Losses) from Actual Transactions | Impairment Losses on Securities | Unrealized Gains (Losses) from Changes in Fair Value of Equity Securities | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed Maturity Securities | Equity Securities and Miscel- laneous Investments | Total | Fixed Maturity Securities | Miscel- laneous Investments | Total | Total Investment Gains (Losses) | ||||||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||
| December 31: | ||||||||||||||||||||||||||||||
| 2019 | $ | (1.9) | $ | 40.6 | $ | 38.6 | $ | (2.0) | $ | — | $ | (2.0) | $ | 599.5 | $ | 636.1 | ||||||||||||||
| 2020 | (7.4) | 21.6 | 14.2 | — | — | — | (156.2) | (142.0) | ||||||||||||||||||||||
| 2021 | $ | 1.5 | $ | 5.3 | $ | 6.9 | $ | — | $ | — | $ | — | $ | 751.1 | $ | 758.0 |
Income Taxes
The effective consolidated income tax rates were 20.2%, 18.9%, and 20.1% in 2021, 2020, and 2019, respectively. The rates for each year reflect primarily the varying proportions of pretax operating income (loss) derived from partially tax preferred investment income (principally tax-exempt interest and dividend income), the combination of fully taxable investment income, investment gains or losses, underwriting and service income and adjustments regarding the recoverability of deferred tax assets.
Segment Overview
General Insurance
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | |||||||||||||
| Net premiums earned | $ | 3,555.5 | $ | 3,394.2 | $ | 3,432.4 | 4.8 | % | (1.1) | % | ||||||||
| Net investment income | 342.4 | 352.2 | 356.4 | (2.8) | (1.2) | |||||||||||||
| Claim costs | 2,303.1 | 2,372.0 | 2,464.6 | (2.9) | (3.8) | |||||||||||||
| Sales and general expenses | 1,085.4 | 1,000.7 | 1,014.7 | 8.5 | (1.4) | |||||||||||||
| Segmented pretax operating income (loss) | $ | 589.6 | $ | 439.8 | $ | 370.2 | 34.1 | % | 18.8 | % | ||||||||
| Claim ratio | 64.8 | % | 69.9 | % | 71.8 | % | ||||||||||||
| Expense ratio | 26.5 | 25.6 | 25.7 | |||||||||||||||
| Combined ratio | 91.3 | % | 95.5 | % | 97.5 | % |
Premiums & Fees
The percentage allocation of net premiums earned for major insurance coverages in General Insurance was as follows:
35
| General Insurance Earned Premiums by Type of Coverage | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial Automobile (mostly trucking) | Workers' Compensation | Financial Indemnity | Inland Marine and Property | General Liability | Other | ||||||||||||
| Years Ended December 31: | |||||||||||||||||
| 2019 | 37.2 | % | 29.1 | % | 6.4 | % | 7.6 | % | 6.6 | % | 13.1 | % | |||||
| 2020 | 38.4 | 25.4 | 8.0 | 8.7 | 6.0 | 13.5 | |||||||||||
| 2021 | 39.7 | % | 21.9 | % | 9.7 | % | 9.7 | % | 5.2 | % | 13.8 | % |
General Insurance net premiums earned increased 4.8% for 2021 with rising premiums in commercial auto, financial indemnity, and property lines of coverage. Strong premium rate increases for most lines of coverage, other than workers' compensation, high renewal retention ratios, and new business production all contributed. Conversely, net premiums earned were down slightly in 2020 compared to 2019. The economic impacts of the COVID-19 pandemic and tightened underwriting standards were mitigated by strong premium rate increases for most insurance products. Declining workers' compensation and general liability premiums were largely offset by rising premiums in commercial auto, financial indemnity and property coverages.
Benefits and Claims
The percentage of net claims, benefits and related settlement expenses measured against premiums earned by major types of insurance coverage were as follows:
| General Insurance Claim Ratios by Type of Coverage | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All Coverages | Commercial Automobile (mostly trucking) | Workers' Compen-sation | Inland Marine and Property | Financial Indemnity | General Liability | Other | ||||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31: | ||||||||||||||||||||
| 2019 | 71.8 | % | 84.0 | % | 63.2 | % | 62.6 | % | 64.0 | % | 77.8 | % | 61.4 | % | ||||||
| 2020 | 69.9 | 80.8 | 60.8 | 58.3 | 57.1 | 73.6 | 67.2 | |||||||||||||
| 2021 | 64.8 | % | 70.8 | % | 58.9 | % | 59.4 | % | 53.9 | % | 64.1 | % | 65.7 | % |
The General Insurance claim ratio improved in 2021 and 2020 and was primarily driven by prior periods' favorable reserve developments and a lower current period claim provision as more fully described in the Executive Summary of the Management Analysis of Financial Position and Results of Operations.
Unfavorable asbestosis and environmental ("A&E") claim developments, although not material in any of the periods presented, are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often 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 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 paid loss survival ratios stood at 5.9 years (gross) and 6.8 years (net of reinsurance) as of December 31, 2021 and 6.3 years (gross) and 7.1 years (net of reinsurance) as of December 31, 2020. 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 net incurred losses for the five years ended December 31, 2021.
A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2021 and 2020 is as follows:
36
| December 31: | 2021 | 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Net | Gross | Net | ||||||||||||
| Asbestosis: | |||||||||||||||
| Reserves at beginning of year | $ | 84.7 | $ | 59.1 | $ | 79.2 | $ | 58.5 | |||||||
| Loss and loss expenses incurred | 10.2 | 2.8 | 17.7 | 8.2 | |||||||||||
| Claims and claim adjustment expenses paid | 10.0 | 7.1 | 12.1 | 7.5 | |||||||||||
| Reserves at end of year | 85.0 | 54.9 | 84.7 | 59.1 | |||||||||||
| Environmental: | |||||||||||||||
| Reserves at beginning of year | 42.8 | 23.2 | 47.6 | 24.8 | |||||||||||
| Loss and loss expenses incurred | 6.5 | 4.6 | .8 | 1.7 | |||||||||||
| Claims and claim adjustment expenses paid | 16.3 | 5.4 | 5.6 | 3.2 | |||||||||||
| Reserves at end of year | 33.0 | 22.3 | 42.8 | 23.2 | |||||||||||
| Total asbestosis and environmental reserves | $ | 118.1 | $ | 77.2 | $ | 127.6 | $ | 82.4 |
Title Insurance
| Summary Operating Results | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | ||||||||||||
| Net premiums and fees earned | $ | 4,404.3 | $ | 3,286.3 | $ | 2,736.0 | 34.0 | % | 20.1 | % | |||||||
| Net investment income | 43.8 | 42.0 | 41.4 | 4.3 | 1.3 | ||||||||||||
| Claim costs | 112.9 | 75.3 | 67.4 | 49.9 | 11.8 | ||||||||||||
| Sales and general expenses | 3,818.4 | 2,906.1 | 2,475.7 | 31.4 | 17.4 | ||||||||||||
| Segmented pretax operating income (loss) | $ | 515.7 | $ | 344.0 | $ | 230.8 | 49.9 | % | 49.0 | % | |||||||
| Claim ratio | 2.6 | % | 2.3 | % | 2.5 | % | |||||||||||
| Expense ratio | 86.7 | 88.4 | 90.5 | ||||||||||||||
| Combined ratio | 89.3 | % | 90.7 | % | 93.0 | % |
Premiums & Fees
Title Insurance 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 22% of 2021 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 78% of consolidated title premium and fee revenues is produced by independent title agents. 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 following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | |||||
|---|---|---|---|---|---|
| Direct Operations | Independent Title Agents | ||||
| Years Ended December 31: | |||||
| 2019 | 24.9 | % | 75.1 | % | |
| 2020 | 24.9 | 75.1 | |||
| 2021 | 22.0 | % | 78.0 | % |
Title Insurance premium and fee revenues grew by 34.0% and 20.1% in 2021 and 2020, respectively. This performance was attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions in both years was partially offset by a decline in refinance activity beginning in 2021.
37
Benefits and Claims
Title Insurance claim ratios have remained in the single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the claim ratios as more fully described in the Executive Summary of the Management Analysis of Financial Position and Results of Operations.
RFIG Run-off
| Summary Operating Results | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Years Ended December 31: | 2021 | 2020 | 2019 | vs. 2020 | vs. 2019 | |||||||||||||
| Net premiums earned | $ | 32.6 | $ | 45.1 | $ | 58.8 | (27.6) | % | (23.3) | % | ||||||||
| Net investment income | 11.4 | 15.2 | 17.3 | (24.7) | (12.0) | |||||||||||||
| Claim costs | (1.7) | 36.9 | 32.3 | (104.7) | 14.1 | |||||||||||||
| Pretax operating income (loss) | $ | 32.8 | $ | 9.8 | $ | 29.2 | 232.3 | % | (66.2) | % | ||||||||
| Claim ratio | (5.3) | % | 81.7 | % | 55.0 | % | ||||||||||||
| Expense ratio | 39.9 | 30.2 | 24.8 | |||||||||||||||
| Combined ratio | 34.6 | % | 111.9 | % | 79.8 | % |
RFIG Run-off's mortgage guaranty insurance carriers ceased the underwriting of new policies effective August 31, 2011 and the existing book of business was placed in run-off operating mode.
Premiums & Fees
RFIG Run-off's mortgage guaranty premiums primarily stem from monthly installments paid on long-duration, guaranteed renewable insurance policies. 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.
The following tables provide information on production and related risk exposure trends for Old Republic's mortgage guaranty insurance operation:
| Premium and Persistency Trends: | Net Earned Premiums | Persistency | |||||
|---|---|---|---|---|---|---|---|
| Years Ended December 31: | |||||||
| 2019 | $ | 58.8 | 77.5 | % | |||
| 2020 | 45.1 | 77.6 | |||||
| 2021 | $ | 32.6 | 74.8 | % |
RFIG Run-off earned premium volume has reflected a continuing drop in line with the declining risk in force.
| Net Risk in Force | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Risk in Force By Type: | Traditional Primary | Bulk & Other | Total | |||||||
| As of December 31: | ||||||||||
| 2019 | $ | 2,388.3 | $ | 201.8 | $ | 2,590.1 | ||||
| 2020 | 1,842.2 | 169.0 | 2,011.2 | |||||||
| 2021 | $ | 1,364.9 | $ | 140.4 | $ | 1,505.4 |
Risk Distribution By Property State:
| FL | IL | GA | CA | NJ | MD | NY | TX | PA | NC | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31: | |||||||||||||||||||||||||||||
| 2019 | 8.9 | % | 6.7 | % | 6.1 | % | 5.7 | % | 5.0 | % | 4.9 | % | 3.9 | % | 4.8 | % | 4.1 | % | 3.8 | % | |||||||||
| 2020 | 9.2 | 7.0 | 6.0 | 5.8 | 5.3 | 5.1 | 4.2 | 4.5 | 4.1 | 3.7 | |||||||||||||||||||
| 2021 | 9.8 | % | 7.2 | % | 6.1 | % | 5.8 | % | 5.5 | % | 5.1 | % | 4.9 | % | 4.4 | % | 4.1 | % | 3.6 | % |
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Benefits and Claims
Certain mortgage guaranty average claim-related trends are listed below:
| Average Settled Claim Amount (a) | Reported Delinquency Ratio at End of Period | |||||
|---|---|---|---|---|---|---|
| Years Ended December 31: | ||||||
| 2019 | $ | 49,195 | 10.1 | % | ||
| 2020 | 37,172 | 14.2 | % | |||
| 2021 | $ | 31,682 | 12.4 | % |
__________
(a) Amounts are in whole dollars.
| Total Delinquency Rates for Top Ten States (includes "other" business) (b): | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FL | IL | GA | CA | NJ | MD | NY | TX | PA | NC | ||||||||||||||||||||
| As of December 31: | |||||||||||||||||||||||||||||
| 2019 | 8.8 | % | 9.0 | % | 8.6 | % | 6.5 | % | 12.4 | % | 10.4 | % | 20.7 | % | 12.4 | % | 12.4 | % | 9.6 | % | |||||||||
| 2020 | 13.1 | 13.8 | 12.7 | 9.9 | 18.2 | 15.2 | 25.5 | 18.7 | 15.7 | 13.2 | |||||||||||||||||||
| 2021 | 10.5 | % | 12.4 | % | 9.3 | % | 7.3 | % | 14.8 | % | 12.8 | % | 23.1 | % | 16.3 | % | 14.9 | % | 11.2 | % |
__________
(b) As determined by risk in force as of December 31, 2021, these 10 states represent approximately 56.5% of total risk in force.
The RFIG Run-off 2021 claim costs reflect fewer newly reported delinquencies along with improving trends in cure rates and lower claim severity influenced by the ongoing economic recovery and continued strength in the real estate market. The 2020 claim ratio reflects greater reserve provisions due to elevated delinquencies and the economic impacts of the COVID-19 pandemic.
FINANCIAL POSITION
The Company's financial position at December 31, 2021 reflected increases in assets, liabilities and common shareholders' equity of 9.5%, 8.8% and 11.4%, respectively, when compared to the immediately preceding year-end. Cash and invested assets represented 67.3% and 68.1% of consolidated assets as of December 31, 2021 and 2020, respectively. As of year-end 2021, the cash and invested asset base increased by 8.3% to $16,818.9.
Investment Portfolio
During 2021 and 2020, the Company committed the majority of investable funds to short to intermediate-term fixed maturity securities and higher yielding publicly traded large capitalization equity securities. Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2021 and 2020, nearly all of the Company's investments consisted of marketable securities. The investment portfolio contains no significant insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations ("CDO's"), derivatives, hybrid securities, or illiquid private equity and hedge fund investments. Moreover, 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. At December 31, 2021, the Company had no fixed maturity investments in default as to principal and/or interest.
Short-term maturity investment positions reflect a large variety of seasonal and intermediate-term factors including current operating needs, expected operating cash flows, seasonality of quarterly cash flow, 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 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
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combination of these investment management practices is expected to produce a more stable fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's 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 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 of securities are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a separate component of the statements 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 fixed maturity portfolio 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 following tables show certain information relating to the Company's fixed maturity and equity portfolios as of the dates shown:
| Fixed Maturity Securities Stratified by Credit Quality (a) | ||||||
|---|---|---|---|---|---|---|
| December 31: | 2021 | 2020 | ||||
| Aaa | 25.1 | % | 24.6 | % | ||
| Aa | 12.3 | 13.1 | ||||
| A | 31.9 | 33.0 | ||||
| Baa | 28.5 | 26.5 | ||||
| Total investment grade | 97.8 | 97.2 | ||||
| All other (b) | 2.2 | 2.8 | ||||
| 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 Fixed Maturity Securities | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | Amortized Cost | Gross Unrealized Losses | |||||||
| Fixed Maturity Securities by Industry Concentration: | |||||||||
| Utilities | $ | 390.9 | $ | 14.7 | |||||
| Consumer Staples | 222.2 | 6.7 | |||||||
| U.S. Government & Agencies | 745.6 | 6.6 | |||||||
| Industrial | 315.3 | 6.6 | |||||||
| Retail | 166.8 | 5.4 | |||||||
| Health Care | 155.2 | 5.0 | |||||||
| Technology | 147.1 | 3.8 | |||||||
| Other (includes 13 industry groups) | 940.7 | 22.9 | |||||||
| Total | $ | 3,084.2 | (c) | $ | 72.2 |
__________
(c) Represents 29.6% of the total fixed maturity portfolio.
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| Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | Cost | Gross Unrealized Losses | |||||||||
| Equity Securities by Industry Concentration: | |||||||||||
| Energy | $ | 301.0 | $ | 48.8 | |||||||
| Telecom | 72.5 | 16.8 | |||||||||
| Basic Industry | 37.4 | 6.9 | |||||||||
| Insurance | 44.7 | 5.4 | |||||||||
| Other (includes 4 industry groups) | 141.0 | 6.5 | |||||||||
| Total | $ | 596.8 | (d) | $ | 84.5 | (e) |
__________
(d) Represents 15.9% of the total equity portfolio.
(e) Represents 2.3% of the cost of the total equity portfolio, while gross unrealized gains represent 43.0% of the equity portfolio.
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Maturity Securities | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost | Gross Unrealized Losses | |||||||||||||||
| December 31, 2021 | All | Non-Investment Grade Only | All | Non- Investment Grade Only | ||||||||||||
| Maturity Ranges: | ||||||||||||||||
| Due in one year or less | $ | 188.3 | $ | — | $ | .1 | $ | — | ||||||||
| Due after one year through five years | 594.0 | — | 5.5 | — | ||||||||||||
| Due after five years through ten years | 2,242.1 | 33.6 | 64.7 | .6 | ||||||||||||
| Due after ten years | 59.6 | — | 1.7 | — | ||||||||||||
| Total | $ | 3,084.2 | $ | 33.6 | $ | 72.2 | $ | .6 |
| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Maturity Securities | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Gross Unrealized Losses | |||||||||||||||||
| December 31, 2021 | Less than 20% of Cost | 20% to 50% of Cost | More than 50% of Cost | Total Gross Unrealized Loss | |||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||
| Fixed Maturity Securities: | |||||||||||||||||
| One to six months | $ | 12.1 | $ | — | $ | — | $ | 12.1 | |||||||||
| Seven to twelve months | 49.6 | — | — | 49.6 | |||||||||||||
| More than twelve months | 10.3 | — | — | 10.3 | |||||||||||||
| Total | $ | 72.2 | $ | — | $ | — | $ | 72.2 | |||||||||
| Number of Issues in Unrealized Loss Position: | |||||||||||||||||
| Fixed Maturity Securities: | |||||||||||||||||
| One to six months | 208 | — | — | 208 | |||||||||||||
| Seven to twelve months | 211 | — | — | 211 | |||||||||||||
| More than twelve months | 32 | — | — | 32 | |||||||||||||
| Total | 451 | — | — | 451 | (f) |
__________
(f) At December 31, 2021, the number of issues in an unrealized loss position represent 23.8% of the total number of such fixed maturity issues held by the Company.
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| Age Distribution of Fixed Maturity Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31: | 2021 | 2020 | ||||||
| Maturity Ranges: | ||||||||
| Due in one year or less | 11.7 | % | 9.8 | % | ||||
| Due after one year through five years | 49.7 | 57.0 | ||||||
| Due after five years through ten years | 37.6 | 31.4 | ||||||
| Due after ten years through fifteen years | .9 | 1.7 | ||||||
| Due after fifteen years | .1 | .1 | ||||||
| Total | 100.0 | % | 100.0 | % | ||||
| Average Maturity in Years | 4.4 | 4.3 | ||||||
| Duration (g) | 4.0 | 3.8 |
___________
(g) Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 4.0 as of December 31, 2021 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 fixed maturity investment portfolio of approximately 4.0%.
Liquidity and Capital Resources
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. The Company can receive up to $982.0 in ordinary dividends from its subsidiaries in 2022 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected cash outflows represented mostly by interest, reasonably anticipated cash dividend payments to shareholders, modest operating expenses, and the near-term capital needs of its operating subsidiaries.
Old Republic's total capitalization of $8,481.7 at December 31, 2021 consisted of debt of $1,588.5 and common shareholders' equity of $6,893.2. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), and dividend payments to shareholders for the year then ended.
Old Republic has paid a cash dividend without interruption since 1942 (80 years), and it has raised the annual cash dividend payment for each of the past 40 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 earnings for the five to ten most recent calendar years, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries. The Company's Board of Directors declared special cash dividends of $1.50 per share in August 2021 (paid on October 6, 2021) and $1.00 per share in December 2020 (paid on January 15, 2021) and September 2019 (paid on September 16, 2019).
Under state insurance regulations, the Company's three mortgage guaranty insurance subsidiaries are required to hold minimum amounts of capital based on specified formulas. Since the Company's mortgage insurance subsidiaries have discontinued writing new business the risk-to-capital ratio considerations are therefore no longer of consequence.
The Company's principal mortgage insurance subsidiaries sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $100.0 in 2021.
Other Assets
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in claims costs.
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Contractual Obligations
The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2021:
| 2022 | 2023 and 2024 | 2025 and 2026 | 2027 and After | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations: | ||||||||||||||||||
| Debt | $ | — | $ | 400.0 | $ | 550.0 | $ | 650.0 | $ | 1,600.0 | ||||||||
| Interest on Debt | 65.8 | 131.6 | 92.6 | 613.1 | 903.3 | |||||||||||||
| Operating Leases | 61.6 | 96.0 | 59.1 | 91.7 | 308.5 | |||||||||||||
| Pension Benefits Contributions (a) | — | — | — | — | — | |||||||||||||
| Claim & Claim Expense Reserves (b) | 2,882.3 | 2,789.3 | 1,616.3 | 4,137.5 | 11,425.5 | |||||||||||||
| Total | $ | 3,009.8 | $ | 3,417.0 | $ | 2,318.1 | $ | 5,492.4 | $ | 14,237.4 |
__________
(a) Represents estimated minimum funding of contributions for the Old Republic International Salaried Employees Retirement Plan. Funding of the plan is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuation, as well as the maintenance of certain funding levels relative to regulatory requirements.
(b) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.
Reinsurance Programs
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede all or a portion of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.
The Company does not anticipate any significant changes in its reinsurance programs during 2022.
The following table displays the Company's General Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2021.
| % of Total | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A.M. | Reinsurance Recoverable | Total | Consolidated | |||||||||||||||
| Best | on Paid | on Claim | Exposure | Reinsured | ||||||||||||||
| Reinsurer | Rating | Claims | Reserves | to Reinsurer | Liabilities | |||||||||||||
| Day One Insurance, Inc. | Unrated | $ | — | $ | 598.8 | $ | 598.8 | 14.2 | % | |||||||||
| Archway Insurance, Ltd. | Unrated | 2.5 | 395.6 | 398.2 | 9.4 | |||||||||||||
| Hannover Ruckversicherungs | A+ | 11.4 | 333.2 | 344.6 | 8.2 | |||||||||||||
| Munich Re America, Inc. | A+ | 20.6 | 253.2 | 273.8 | 6.5 | |||||||||||||
| Summit Insurance, Ltd. | Unrated | — | 170.3 | 170.4 | 4.0 | |||||||||||||
| AXIS Reinsurance Company | A | 2.2 | 162.6 | 164.8 | 3.9 | |||||||||||||
| Swiss Reinsurance America Corporation | A+ | 14.4 | 115.5 | 129.9 | 3.1 | |||||||||||||
| Transatlantic Reinsurance Company | A+ | 5.4 | 117.0 | 122.5 | 2.9 | |||||||||||||
| Partner Reinsurance Company of the U.S. | A+ | 1.9 | 117.5 | 119.5 | 2.8 | |||||||||||||
| Endurance Assurance Corporation | A+ | 1.1 | 115.5 | 116.6 | 2.8 | |||||||||||||
| $ | 59.9 | $ | 2,379.7 | $ | 2,439.6 | 57.7 | % |
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and premium reserves. Such reinsurance balances recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized
43
since reinsurance, retrospectively rated and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries.
Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss on most events to a maximum of: $5.2 for workers' compensation; $7.0 for commercial automobile (mostly trucking) liability; $7.0 for general liability; $12.0 for executive protection (directors & officers and errors & omissions); $2.0 for aviation; and $6.0 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0. The average direct primary mortgage guaranty exposure is (in whole dollars) $37,000 per insured loan.
Since January 1, 2005, the Company has had maximum treaty reinsurance coverage of up to $200.0 for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company thus became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the "TRIA") was signed into law, immediately establishing a temporary federal reinsurance program administered by the Secretary of the Treasury. The program applied to insured commercial property and casualty losses resulting from an act of terrorism, as defined in the TRIA. Congress extended and modified the program in late 2005 through the Terrorism Risk Insurance Revision and Extension Act of 2005 (the "TRIREA"). TRIREA expired on December 31, 2007. Congress enacted a revised program in December 2007 through the Terrorism Risk Insurance Program Reauthorization Act (the "TRIPRA") of 2007. The TRIPRA has been extended on several occasions, most recently on December 20, 2019 for seven years.
The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses and obligated insurers to offer terrorism coverage with most commercial property and casualty insurance lines. The TRIREA revised the definition of "property and casualty insurance" to exclude commercial automobile, burglary and theft, surety, professional liability and farm owners multi-peril insurance. TRIPRA did not make any further changes to the definition of property and casualty insurance, however, it did include domestic acts of terrorism within the scope of the program. Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. Under TRIPRA, the program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2021. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible which ranges from 85% for 2015 and declined by one percentage point per year until it reached 80% in 2020. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.
CRITICAL ACCOUNTING ESTIMATES
The Company's annual 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 such as Old Republic 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.
Changes in estimates generally result from altered circumstances, the continuum of newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict,
44
quantify, or guaranty the likely impact that probable changes in estimates will have on its future financial condition or results of operations.
Old Republic believes that its most critical accounting estimates relate to the establishment of reserves for losses and loss adjustment expenses and the recoverability of reinsured outstanding losses. The major assumptions and methods used in setting these estimates are summarized as follows:
(a) The establishment of reserves for losses and loss adjustment expenses
The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, 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 the possibility of 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.
Most of Old Republic's consolidated claim and related expense reserves stem from its General Insurance business. At December 31, 2021, such reserves accounted for 93.7% and 90.2% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2020 represented 93.5% and 90.1% of the respective consolidated amounts.
The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's General Insurance operations encompass a large variety of coverages or classes of commercial insurance; it has negligible exposure to personal insurance coverages 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. 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 judge or jury verdicts. Approximately 90% of the General Insurance'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 analysis of historical data. Favorable or unfavorable developments of prior year reserves 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 ("IBNR") 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.
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 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
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account reserves are usually set and analyzed for groups of coverages such as workers' compensation, commercial automobile (mostly trucking) and general liability that are typically underwritten jointly for many customers. For certain 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 claim ratios. Such expected claim ratios typically reflect currently estimated claim 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 claim ratios are generally used for the two to five 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 claim 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 considered that policy wording have each affirmed that right. 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.
As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:
•The establishment of expected claim ratios for at least the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial automobile (mostly trucking) liability, general liability, errors and omissions and directors and officers' liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 94.4% and 95.2%, and averaged 94.8% of gross consolidated claim reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 94.3% and 95.0% and averaged 94.6% as of the same dates.
•Loss trends that are considered when establishing the above noted expected claim ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected claim ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.
•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.
Volatility of Reserve Estimates and Sensitivity
There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:
General Insurance net claim reserves can be affected by lower than expected frequencies of claims incurred but not reported, the effect of reserve discounts applicable to workers' compensation claims, higher than expected severity of litigated claims in particular, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims, greater than anticipated
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inflation rates applicable to repairs and the medical benefits portion of claims, and higher than expected IBNR due to the slower and highly volatile emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.
Title Insurance loss reserve levels can be impacted adversely by such developments as reduced loan refinancing activity, the effect of which can be to lengthen the period during which title policies remain exposed to loss emergence. Such reserve levels can also be affected by reductions in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.
RFIG Run-off net claim reserve levels can be influenced adversely by several factors. These include changes in the mix of insured business toward loans that have a higher probability of default, increases in the average risk per insured loan, the levels of estimated rescission and claim denial activity, the deterioration of regional or national economic conditions leading to a reduction in borrowers' income and thus their ability to make payments on outstanding loans, and reductions in housing values and/or increases in housing supply that can raise the rate at which defaults evolve into claims and affect their overall severity.
With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted adversely by greater than anticipated medical care cost inflation as well as greater than expected frequency and severity of claims. In life insurance, as in general insurance, concentrations of insured lives coupled with a catastrophic event would represent the Company's largest exposure.
Consolidated claim costs developed favorably in the three most recent calendar years. This development had the consequent effect of reducing consolidated annual loss costs for the three most recent years within a range of 1.2% and 8.1%, or by an average of approximately 4.2% per annum. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between .5% and 2.7%, and have averaged 1.6%.
The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2021 has ranged from 2.4% unfavorable in 2011 to 10.7% favorable in 2016 and averaged 5.6% favorable. Although management does not have a practical business reason for making projections of likely outcomes of future loss developments, its analysis and evaluation of Old Republic's existing business mix, the natural offset effects of its diverse coverage, current aggregate loss reserve levels, and loss development patterns suggests a reasonable likelihood that 2021 year-end loss reserves could ultimately develop within a range of +/- 7.5%. The most significant factors impacting the potential reserve development for each of the Company's insurance segments is discussed above. Old Republic has generally experienced favorable overall loss developments for the latest ten-year period. While General Insurance has experienced unfavorable developments of previously established reserves during three of the last five years, the current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title and mortgage insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using a 7.5% potential range of reserve development provides a reasonable benchmark for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2021.
(b) The recoverability of reinsured outstanding losses
Assets consisting of balance sheet date reserve estimates recoverable from assuming reinsurers in future periods as gross losses are settled and paid, are established at the same time as the gross losses are recorded as reserves. Accordingly, these assets are subject to the same estimation processes and valuations as the related gross amounts as is discussed above. As of the three most recent year ends, outstanding reinsurance recoverable balances ranged between 32.7% and 36.1% and averaged 34.3% of the related gross reserves. See Note 5 for further discussion regarding recoverability of the Company's reinsurance balances.
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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. It is possible that Old Republic's operating results, business and financial condition could be adversely affected in subsequent periods by future economic disruptions caused by the COVID-19 pandemic and the associated governmental responses.
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. 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 particularly affected 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 investment yields 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. Title Insurance and RFIG Run-off 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. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations 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.
General Insurance, Title Insurance, Corporate & Other, and RFIG Run-off maintain customer information and rely upon technology platforms to conduct their business. As a result, each of them and the Company are exposed to cyber risk. Many of the Company's operating subsidiaries, maintain separate IT systems which are deemed to reduce enterprise-wide risks of potential cybersecurity incidents. However, given the potential magnitude of a significant breach, the Company continually evaluates on an enterprise-wide basis its IT hardware, security infrastructure and business practices to respond to these risks and to detect and remediate in a timely manner significant cybersecurity incidents or business process interruptions.
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 this 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.
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