OLD REPUBLIC INTERNATIONAL CORP - Quarter Report: 2022 March (Form 10-Q)
UNITED STATES | |||||
SECURITIES AND EXCHANGE COMMISSION | |||||
Washington, D. C. 20549 | |||||
FORM | 10-Q |
☒ | Quarterly report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934 | |||||||
for the quarterly period ended: | March 31, 2022 | |||||||
or | ||||||||
☐ | Transition report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934 |
Commission File Number: | 001-10607 |
OLD REPUBLIC INTERNATIONAL CORPORATION | ||
(Exact name of registrant as specified in its charter) |
Delaware | 36-2678171 | |||||||
(State or other jurisdiction of | (IRS Employer Identification No.) | |||||||
incorporation or organization) |
307 North Michigan Avenue | Chicago | Illinois | 60601 | |||||||||||
(Address of principal executive office) | (Zip Code) |
Registrant's telephone number, including area code: 312-346-8100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common Stock / $1 par value | ORI | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: ☒ No: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: ☐ No: ☒
The number of shares of the Registrant's Common Stock outstanding at March 31, 2022 was 308,303,220.
There are 44 pages in this report
OLD REPUBLIC INTERNATIONAL CORPORATION | ||||||||
Report on Form 10-Q / March 31, 2022 | ||||||||
INDEX | ||||||||
PAGE NO. | ||||||||
PART I | FINANCIAL INFORMATION: | |||||||
CONSOLIDATED BALANCE SHEETS | 3 | |||||||
CONSOLIDATED STATEMENTS OF INCOME | 4 | |||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 5 | |||||||
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND COMMON | ||||||||
SHAREHOLDERS' EQUITY | 6 | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | 7 | |||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 8 - 17 | |||||||
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS | 18 - 40 | |||||||
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | 41 | |||||||
CONTROLS AND PROCEDURES | 41 | |||||||
PART II | OTHER INFORMATION: | |||||||
ITEM 1 - LEGAL PROCEEDINGS | 42 | |||||||
ITEM 1A - RISK FACTORS | 42 | |||||||
ITEM 6 - EXHIBITS | 42 | |||||||
SIGNATURE | 43 | |||||||
EXHIBIT INDEX | 44 |
2
Old Republic International Corporation and Subsidiaries | |||||||||||
Consolidated Balance Sheets | |||||||||||
($ in Millions, Except Share Data) | |||||||||||
(Unaudited) | |||||||||||
March 31, | December 31, | ||||||||||
2022 | 2021 | ||||||||||
Assets | |||||||||||
Investments: | |||||||||||
Available for sale: | |||||||||||
Fixed income securities (at fair value) (amortized cost: $11,007.8 and $10,438.6) | $ | 10,736.2 | $ | 10,675.7 | |||||||
Short-term investments (at fair value which approximates cost) | 739.8 | 565.7 | |||||||||
Total | 11,476.1 | 11,241.4 | |||||||||
Equity securities (at fair value) (cost: $3,356.3 and $3,766.5) | 4,972.4 | 5,302.8 | |||||||||
Other investments | 31.8 | 32.0 | |||||||||
Total Investments | 16,480.3 | 16,576.3 | |||||||||
Other Assets: | |||||||||||
Cash | 95.1 | 158.1 | |||||||||
Accrued investment income | 88.8 | 84.4 | |||||||||
Accounts and notes receivable | 1,861.8 | 1,768.7 | |||||||||
Federal income tax recoverable: Current | — | 11.8 | |||||||||
Reinsurance balances and funds held | 346.4 | 258.1 | |||||||||
Reinsurance recoverable: Paid losses | 114.3 | 118.2 | |||||||||
Policy and claim reserves | 4,952.6 | 4,825.1 | |||||||||
Deferred policy acquisition costs | 358.9 | 350.4 | |||||||||
Sundry assets | 820.2 | 830.3 | |||||||||
Total Other Assets | 8,638.4 | 8,405.5 | |||||||||
Total Assets | $ | 25,118.8 | $ | 24,981.8 | |||||||
Liabilities, Preferred Stock, and Common Shareholders' Equity | |||||||||||
Liabilities: | |||||||||||
Losses, claims, and settlement expenses | $ | 11,569.1 | $ | 11,425.5 | |||||||
Unearned premiums | 2,675.7 | 2,559.4 | |||||||||
Other policyholders' benefits and funds | 193.9 | 192.6 | |||||||||
Total policy liabilities and accruals | 14,438.8 | 14,177.5 | |||||||||
Commissions, expenses, fees, and taxes | 568.2 | 573.5 | |||||||||
Reinsurance balances and funds | 1,002.1 | 866.0 | |||||||||
Federal income tax payable: Current | 46.1 | — | |||||||||
Deferred | 157.2 | 249.5 | |||||||||
Debt | 1,594.2 | 1,588.5 | |||||||||
Sundry liabilities | 561.8 | 633.3 | |||||||||
Commitments and contingent liabilities | |||||||||||
Total Liabilities | 18,368.6 | 18,088.6 | |||||||||
Preferred Stock (1) | — | — | |||||||||
Common Shareholders' Equity: | |||||||||||
Common stock (1) | 308.3 | 307.5 | |||||||||
Additional paid-in capital | 1,391.3 | 1,376.1 | |||||||||
Retained earnings | 5,450.8 | 5,214.0 | |||||||||
Accumulated other comprehensive income (loss) | (320.7) | 78.0 | |||||||||
Unallocated ESSOP shares (at cost) | (79.6) | (82.5) | |||||||||
Total Common Shareholders' Equity | 6,750.1 | 6,893.2 | |||||||||
Total Liabilities, Preferred Stock and Common Shareholders' Equity | $ | 25,118.8 | $ | 24,981.8 |
________
(1) At March 31, 2022 and December 31, 2021, there were 75,000,000 shares of $0.01 par value preferred stock authorized, of which no shares were outstanding. As of the same dates, there were 500,000,000 shares of common stock, $1.00 par value, authorized, of which 308,303,220 and 307,565,632 were issued as of March 31, 2022 and December 31, 2021, respectively. At March 31, 2022 and December 31, 2021, there were 100,000,000 shares of Class B Common Stock, $1.00 par value, authorized, of which no shares were issued.
See accompanying Notes to Consolidated Financial Statements.
3
Old Republic International Corporation and Subsidiaries | |||||||||||
Consolidated Statements of Income (Unaudited) | |||||||||||
($ in Millions, Except Share Data) | |||||||||||
Quarters Ended | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
Revenues: | |||||||||||
Net premiums earned | $ | 1,828.7 | $ | 1,732.2 | |||||||
Title, escrow, and other fees | 90.2 | 106.6 | |||||||||
Total premiums and fees | 1,919.0 | 1,838.9 | |||||||||
Net investment income | 106.2 | 104.3 | |||||||||
Other income | 36.2 | 36.3 | |||||||||
Total operating revenues | 2,061.5 | 1,979.6 | |||||||||
Net investment gains (losses): | |||||||||||
Realized from actual transactions | 65.2 | 7.8 | |||||||||
Unrealized from changes in fair value of | |||||||||||
equity securities | 79.8 | 367.5 | |||||||||
Total realized and unrealized investment | |||||||||||
gains (losses) | 145.1 | 375.4 | |||||||||
Total revenues | 2,206.6 | 2,355.0 | |||||||||
Benefits, Claims and Expenses: | |||||||||||
Benefits, claims and settlement expenses | 604.4 | 598.0 | |||||||||
Dividends to policyholders | 3.4 | 5.4 | |||||||||
Underwriting, acquisition, and other expenses | 1,199.0 | 1,110.3 | |||||||||
Interest and other charges | 16.9 | 10.6 | |||||||||
Total expenses | 1,823.9 | 1,724.4 | |||||||||
Income (loss) before income taxes (credits) | 382.6 | 630.6 | |||||||||
Income Taxes (Credits): | |||||||||||
Current | 63.1 | 50.7 | |||||||||
Deferred | 13.2 | 77.7 | |||||||||
Total | 76.3 | 128.5 | |||||||||
Net Income (Loss) | $ | 306.3 | $ | 502.1 | |||||||
Net Income (Loss) Per Share: | |||||||||||
Basic | $ | 1.01 | $ | 1.68 | |||||||
Diluted | $ | 1.00 | $ | 1.68 | |||||||
Average shares outstanding: Basic | 303,582,578 | 298,753,132 | |||||||||
Diluted | 305,424,592 | 299,693,514 |
See accompanying Notes to Consolidated Financial Statements.
4
Old Republic International Corporation and Subsidiaries | |||||||||||
Consolidated Statements of Comprehensive Income (Unaudited) | |||||||||||
($ in Millions) | |||||||||||
Quarters Ended | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
Net Income (Loss) As Reported | $ | 306.3 | $ | 502.1 | |||||||
Other comprehensive income (loss): | |||||||||||
Unrealized gains (losses) on securities not included | |||||||||||
in the statements of income: | |||||||||||
Unrealized gains (losses) before reclassifications, | |||||||||||
not included in the statements of income | (533.2) | (242.4) | |||||||||
Amounts reclassified as realized investment (gains) | |||||||||||
losses in the statements of income | 21.7 | (.3) | |||||||||
Pretax unrealized gains (losses) on securities not | |||||||||||
included in the statements of income | (511.5) | (242.7) | |||||||||
Deferred income taxes (credits) | (108.0) | (51.1) | |||||||||
Net unrealized gains (losses) on securities not included | |||||||||||
in the statements of income, net of tax | (403.5) | (191.5) | |||||||||
Defined benefit pension plans: | |||||||||||
Net pension adjustment before reclassifications | — | — | |||||||||
Amounts reclassified as underwriting, acquisition, | |||||||||||
and other expenses in the statements of income | .7 | 1.8 | |||||||||
Pretax net adjustment related to defined benefit | |||||||||||
pension plans | .7 | 1.8 | |||||||||
Deferred income taxes (credits) | .1 | .3 | |||||||||
Net adjustment related to defined benefit pension | |||||||||||
plans, net of tax | .6 | 1.4 | |||||||||
Foreign currency translation adjustment | 4.1 | 3.0 | |||||||||
Total other comprehensive income (loss) | (398.7) | (187.0) | |||||||||
Comprehensive Income (Loss) | $ | (92.4) | $ | 315.0 |
See accompanying Notes to Consolidated Financial Statements.
5
Old Republic International Corporation and Subsidiaries | |||||||||||
Consolidated Statements of Preferred Stock | |||||||||||
and Common Shareholders' Equity (Unaudited) | |||||||||||
($ in Millions) | |||||||||||
Quarters Ended | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
Preferred Stock: | |||||||||||
Balance, beginning and end of period | $ | — | $ | — | |||||||
Common Stock: | |||||||||||
Balance, beginning of period | $ | 307.5 | $ | 304.1 | |||||||
Dividend reinvestment plan | — | — | |||||||||
Net issuance of shares under stock based compensation plans | .7 | .5 | |||||||||
Balance, end of period | $ | 308.3 | $ | 304.7 | |||||||
Additional Paid-in Capital: | |||||||||||
Balance, beginning of period | $ | 1,376.1 | $ | 1,306.9 | |||||||
Dividend reinvestment plan | .2 | 1.1 | |||||||||
Net issuance of shares under stock based compensation plans | 12.8 | 7.8 | |||||||||
Stock based compensation | .4 | 2.3 | |||||||||
ESSOP shares released | 1.6 | .6 | |||||||||
Balance, end of period | $ | 1,391.3 | $ | 1,318.9 | |||||||
Retained Earnings: | |||||||||||
Balance, beginning of period | $ | 5,214.0 | $ | 4,394.8 | |||||||
Net income (loss) | 306.3 | 502.1 | |||||||||
Dividends on common shares ($.23 and $.22 per common share) | (69.4) | (65.4) | |||||||||
Balance, end of period | $ | 5,450.8 | $ | 4,831.4 | |||||||
Accumulated Other Comprehensive Income (Loss): | |||||||||||
Balance, beginning of period | $ | 78.0 | $ | 284.0 | |||||||
Net unrealized gains (losses) on securities not included in the | |||||||||||
statements of income, net of tax | (403.5) | (191.5) | |||||||||
Net adjustment related to defined benefit pension plans, | |||||||||||
net of tax | .6 | 1.4 | |||||||||
Foreign currency translation adjustment | 4.1 | 3.0 | |||||||||
Balance, end of period | $ | (320.7) | $ | 96.9 | |||||||
Unallocated ESSOP Shares: | |||||||||||
Balance, beginning of period | $ | (82.5) | $ | (103.2) | |||||||
ESSOP shares released | 2.9 | 2.9 | |||||||||
Balance, end of period | $ | (79.6) | $ | (100.3) | |||||||
See accompanying Notes to Consolidated Financial Statements.
6
Old Republic International Corporation and Subsidiaries | ||||||||||||||
Consolidated Statements of Cash Flows (Unaudited) | ||||||||||||||
($ in Millions) | ||||||||||||||
Quarters Ended | ||||||||||||||
March 31, | ||||||||||||||
2022 | 2021 | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net income (loss) | $ | 306.3 | $ | 502.1 | ||||||||||
Adjustments to reconcile net income (loss) to | ||||||||||||||
net cash provided by operating activities: | ||||||||||||||
Deferred policy acquisition costs | (8.4) | (6.8) | ||||||||||||
Premiums and other receivables | (93.0) | (32.7) | ||||||||||||
Unpaid claims and related items | 84.5 | 102.4 | ||||||||||||
Unearned premiums and other policyholders' liabilities | 49.0 | 15.5 | ||||||||||||
Income taxes | 73.5 | 111.1 | ||||||||||||
Reinsurance balances and funds | 51.6 | 37.9 | ||||||||||||
Realized investment (gains) losses from actual transactions | (65.2) | (7.8) | ||||||||||||
Unrealized investment (gains) losses from changes in fair value | ||||||||||||||
of equity securities | (79.8) | (367.5) | ||||||||||||
Accounts payable, accrued expenses and other | (40.0) | (58.1) | ||||||||||||
Total | 278.4 | 296.0 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||
Fixed income securities: | ||||||||||||||
Maturities and early calls | 324.6 | 335.6 | ||||||||||||
Sales | 173.7 | 156.5 | ||||||||||||
Sales of: | ||||||||||||||
Equity securities | 497.9 | 195.7 | ||||||||||||
Other - net | 2.2 | 2.2 | ||||||||||||
Purchases of: | ||||||||||||||
Fixed income securities | (1,094.3) | (659.3) | ||||||||||||
Equity securities | (.1) | (36.5) | ||||||||||||
Other - net | (9.5) | (17.6) | ||||||||||||
Net decrease (increase) in short-term investments | (174.1) | 111.7 | ||||||||||||
Other - net | (5.8) | — | ||||||||||||
Total | (285.4) | 88.3 | ||||||||||||
Cash flows from financing activities: | ||||||||||||||
Issuance of common shares | 13.8 | 9.6 | ||||||||||||
Redemption of debentures and notes | — | (19.5) | ||||||||||||
Dividends on common shares (including a special dividend paid in January | ||||||||||||||
2021 of $304.0) | (69.4) | (369.5) | ||||||||||||
Other - net | (.3) | (.3) | ||||||||||||
Total | (56.0) | (379.7) | ||||||||||||
Increase (decrease) in cash | (63.0) | 4.7 | ||||||||||||
Cash, beginning of period | 158.1 | 118.7 | ||||||||||||
Cash, end of period | $ | 95.1 | $ | 123.4 | ||||||||||
Supplemental cash flow information: | ||||||||||||||
Cash paid (received) during the period for: Interest | $ | 20.4 | $ | 20.4 | ||||||||||
Income taxes | $ | 2.8 | $ | 17.1 |
See accompanying Notes to Consolidated Financial Statements.
7
OLD REPUBLIC INTERNATIONAL CORPORATION | ||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | ||
($ in Millions, Except Share Data) |
Note 1 - Summary of Significant Accounting Policies
Accounting Principles - The accompanying consolidated financial statements have been prepared in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP"). These interim financial statements should be read in conjunction with these notes and those included in the Company's 2021 Annual Report on Form 10-K incorporated herein by reference. The financial accounting and reporting process relies on estimates and on the exercise of judgment. In the opinion of management all adjustments consisting only of normal recurring accruals necessary for a fair presentation of interim periods' results and financial position have been recorded. Pertinent accounting and disclosure pronouncements issued from time to time by the FASB are adopted by the Company as they become effective.
Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Reclassifications are made in prior periods' financial statements whenever appropriate to conform to the most current presentation.
Investments - The Company classifies its fixed income securities, also referred to as fixed maturity securities, as those it either (1) has the intent and ability to hold until maturity, (2) has available for sale or (3) has the intention of trading. The Company's entire fixed income portfolio is classified as available for sale.
Fixed income securities classified as available for sale are reported at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Equity securities are reported at fair value with changes in such values reflected as unrealized investment gains (losses) in the consolidated statements of income. Fair values are based on quoted market prices or estimates using values obtained from recognized independent pricing services.
The status and fair value changes of each of the fixed income investments are reviewed at least once per quarter during the year to assess whether a decline in fair value of an investment below its cost basis is the result of a credit loss. Credit losses are recorded through an allowance with the corresponding charge to realized investment gains (losses). If the Company intends to sell or is more likely than not required to sell a security, the asset is written down to fair value directly through realized investment gains (losses).
Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed income securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. At March 31, 2022, the Company and its subsidiaries did not have significant amounts of non-income producing fixed income or equity securities.
Investment gains and losses, which result from sales or write downs of securities, are reflected as revenues in the income statement and are determined on the basis of amortized cost at date of sale for fixed income securities, and cost in regard to equity securities; such bases apply to the specific securities sold.
Revenue Recognition - Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:
Substantially all general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related benefits, claims, and expenses.
Title premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries) represent approximately 20% of 2022 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 title premium and fee revenues are 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.
Losses, Claims and Settlement 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. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the 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 due to all of these factors, and to the evolution, interpretation, and
8
expansion of tort law, as well as the effects of unexpected jury verdicts.
All reserves are therefore based on estimates which are periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of claims in future years, may offset, in whole or in part, favorable or unfavorable claim developments for certain coverages such as workers' compensation, portions of which are written under loss sensitive programs that provide for such adjustments. 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.
The Company’s accounting policy regarding the establishment of claim reserve estimates is described in Note 1 to the consolidated financial statements included in Old Republic’s 2021 Annual Report on Form 10-K.
Employee Benefit Plans - The Company has a closed pension plan (the "Plan") for certain employees under which benefits were frozen as of December 31, 2013. The underfunded status of the Plan is recognized as a net pension liability with offsetting entries reflected as a component of shareholders' equity in accumulated other comprehensive income, net of deferred taxes.
The Company also provides long-term incentive awards to certain employees. In March 2022, the Compensation Committee of the Company's Board of Directors approved the grant of stock-based awards to certain employees under the 2022 Incentive Compensation Plan which is pending shareholder approval in May 2022.
Note 2 - Investments
The amortized cost and estimated fair values by type and contractual maturity of fixed income securities are shown in the following tables. Expected maturities will differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||
Fixed Income Securities by Type: | |||||||||||||||||||||||
March 31, 2022: | |||||||||||||||||||||||
U.S. & Canadian Governments | $ | 2,244.4 | $ | 5.6 | $ | 44.0 | $ | 2,206.0 | |||||||||||||||
Tax-exempt | 929.5 | 4.3 | 2.9 | 930.9 | |||||||||||||||||||
Corporate | 7,833.7 | 47.6 | 282.1 | 7,599.2 | |||||||||||||||||||
$ | 11,007.8 | $ | 57.6 | $ | 329.1 | $ | 10,736.2 | ||||||||||||||||
December 31, 2021: | |||||||||||||||||||||||
U.S. & Canadian Governments | $ | 2,121.6 | $ | 44.8 | $ | 7.9 | $ | 2,158.5 | |||||||||||||||
Tax-exempt | 944.9 | 44.3 | — | 989.2 | |||||||||||||||||||
Corporate | 7,372.1 | 220.0 | 64.2 | 7,527.9 | |||||||||||||||||||
$ | 10,438.6 | $ | 309.2 | $ | 72.2 | $ | 10,675.7 |
Amortized Cost | Estimated Fair Value | ||||||||||
Fixed Income Securities Stratified by Contractual Maturity at March 31, 2022: | |||||||||||
Due in one year or less | $ | 1,270.0 | $ | 1,274.5 | |||||||
Due after one year through five years | 5,433.1 | 5,414.4 | |||||||||
Due after five years through ten years | 4,217.2 | 3,962.4 | |||||||||
Due after ten years | 87.4 | 84.8 | |||||||||
$ | 11,007.8 | $ | 10,736.2 |
The following table reflects the Company's gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in an unrealized loss position. Fair value and issuer's cost comparisons follow:
9
Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
March 31, 2022: | |||||||||||||||||||||||||||||||||||
Fixed Income Securities: | |||||||||||||||||||||||||||||||||||
U.S. & Canadian Governments | $ | 1,503.4 | $ | 33.3 | $ | 213.7 | $ | 10.7 | $ | 1,717.2 | $ | 44.0 | |||||||||||||||||||||||
Tax-exempt | 349.0 | 2.9 | — | — | 349.0 | 2.9 | |||||||||||||||||||||||||||||
Corporate | 3,895.0 | 249.2 | 250.2 | 32.9 | 4,145.3 | 282.1 | |||||||||||||||||||||||||||||
$ | 5,747.5 | $ | 285.5 | $ | 464.0 | $ | 43.6 | $ | 6,211.6 | $ | 329.1 | ||||||||||||||||||||||||
Number of securities in | |||||||||||||||||||||||||||||||||||
unrealized loss position | 980 | 60 | 1,040 | ||||||||||||||||||||||||||||||||
December 31, 2021: | |||||||||||||||||||||||||||||||||||
Fixed Income Securities: | |||||||||||||||||||||||||||||||||||
U.S. & Canadian Governments | $ | 761.8 | $ | 6.2 | $ | 43.2 | $ | 1.6 | $ | 805.0 | $ | 7.9 | |||||||||||||||||||||||
Corporate | 2,032.8 | 55.5 | 174.1 | 8.7 | 2,207.0 | 64.2 | |||||||||||||||||||||||||||||
$ | 2,794.7 | $ | 61.8 | $ | 217.3 | $ | 10.3 | $ | 3,012.0 | $ | 72.2 | ||||||||||||||||||||||||
Number of securities in | |||||||||||||||||||||||||||||||||||
unrealized loss position | 419 | 32 | 451 |
In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment. As part of its assessment of credit losses, the Company considers its intent and ability to continue to hold the securities until cost recovery, principally in consideration of its asset and liability maturity matching objectives. The Company recorded no allowance for credit losses as of March 31, 2022, and December 31, 2021.
The following table shows cost and fair value information for equity securities:
Equity Securities | |||||||||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||
March 31, 2022 | $ | 3,356.3 | $ | 1,658.1 | $ | 42.0 | $ | 4,972.4 | |||||||||||||||
December 31, 2021 | $ | 3,766.5 | $ | 1,620.8 | $ | 84.5 | $ | 5,302.8 |
During the first quarters of 2022 and 2021, the Company recognized pretax unrealized investment gains (losses) of $79.8 and $367.5, respectively, emanating from changes in the fair value of equity securities in the consolidated statements of income. Changes in the fair value of equity securities still held at March 31, 2022 and 2021 were $182.2, and $359.8, respectively.
Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources ("inputs") used to measure fair value into three broad levels: Level 1 inputs are based on quoted market prices in active markets; Level 2 observable inputs are based on corroboration with available market data; and Level 3 unobservable inputs are based on uncorroborated market data or a reporting entity's own assumptions. Following is a description of the valuation methodologies and general classification used for financial instruments measured at fair value.
The Company uses quoted values and other data provided by a nationally recognized independent pricing source as inputs into its quarterly process for determining fair values of fixed income and equity securities. To validate the techniques or models used by pricing sources, the Company's review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparisons with other sources including the fair value estimates based on current market quotations, and with independent fair value estimates provided by the independent investment custodian. The independent pricing source obtains market quotations and actual transaction prices for securities that have quoted prices in active markets and uses their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.
Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, mutual funds, and short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate
10
bonds, municipal bonds, and certain U.S. and Canadian government agency securities. Securities classified within Level 3 include non-publicly traded bonds and equity securities. There were no significant changes in the fair value of Level 3 assets as of March 31, 2022 and December 31, 2021.
The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:
Fair Value Measurements | ||||||||||||||||||||||||||
As of March 31, 2022: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
Available for sale: | ||||||||||||||||||||||||||
Fixed income securities: | ||||||||||||||||||||||||||
U.S. & Canadian Governments | $ | 1,530.9 | $ | 675.0 | $ | — | $ | 2,206.0 | ||||||||||||||||||
Tax-exempt | — | 930.9 | — | 930.9 | ||||||||||||||||||||||
Corporate | — | 7,588.7 | 10.5 | 7,599.2 | ||||||||||||||||||||||
Short-term investments | 739.8 | — | — | 739.8 | ||||||||||||||||||||||
Equity securities | $ | 4,970.5 | $ | — | $ | 1.8 | $ | 4,972.4 | ||||||||||||||||||
As of December 31, 2021: | ||||||||||||||||||||||||||
Available for sale: | ||||||||||||||||||||||||||
Fixed income securities: | ||||||||||||||||||||||||||
U.S. & Canadian Governments | $ | 1,453.8 | $ | 704.6 | $ | — | $ | 2,158.5 | ||||||||||||||||||
Tax-exempt | — | 989.2 | — | 989.2 | ||||||||||||||||||||||
Corporate | — | 7,517.4 | 10.5 | 7,527.9 | ||||||||||||||||||||||
Short-term investments | 565.7 | — | — | 565.7 | ||||||||||||||||||||||
Equity securities | $ | 5,300.8 | $ | — | $ | 1.9 | $ | 5,302.8 |
There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2022.
11
The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the periods shown.
Quarters Ended | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
Investment income: | |||||||||||
Fixed income securities | $ | 66.2 | $ | 69.7 | |||||||
Equity securities | 41.5 | 36.1 | |||||||||
Short-term investments | .1 | — | |||||||||
Other sources | .2 | — | |||||||||
Gross investment income | 108.1 | 105.9 | |||||||||
Investment expenses (a) | 1.8 | 1.6 | |||||||||
Net investment income | $ | 106.2 | $ | 104.3 | |||||||
Net investment gains (losses): | |||||||||||
Realized from actual transactions: | |||||||||||
Fixed income securities: | |||||||||||
Gains | $ | — | $ | .6 | |||||||
Losses | (21.8) | (.2) | |||||||||
Net | (21.7) | .3 | |||||||||
Equity securities: | |||||||||||
Gains | 113.5 | 36.3 | |||||||||
Losses | (26.5) | (28.8) | |||||||||
Net | 87.0 | 7.5 | |||||||||
Total realized from actual transactions | 65.2 | 7.8 | |||||||||
From unrealized changes in fair value of equity securities | 79.8 | 367.5 | |||||||||
Total realized and unrealized investment gains (losses) | 145.1 | 375.4 | |||||||||
Current and deferred income taxes (credits) | 30.5 | 79.6 | |||||||||
Net of tax realized and unrealized investment gains (losses) | $ | 114.5 | $ | 295.7 | |||||||
Changes in unrealized investment gains (losses) | |||||||||||
reflected directly in shareholders' equity: | |||||||||||
Fixed income securities | $ | (507.3) | $ | (241.1) | |||||||
Less: Deferred income taxes (credits) | (107.1) | (50.8) | |||||||||
(400.2) | (190.3) | ||||||||||
Other investments | (4.1) | (1.6) | |||||||||
Less: Deferred income taxes (credits) | (.8) | (.3) | |||||||||
(3.3) | (1.2) | ||||||||||
Net changes in unrealized investment gains (losses), | |||||||||||
net of tax | $ | (403.5) | $ | (191.5) |
__________
(a) Investment expenses largely consist of personnel costs and investment management and custody service fees.
12
Note 3 - Losses, Claims and Settlement Expenses
The following table shows changes in aggregate reserves for the Company's losses, claims and settlement expenses:
Quarters Ended | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
Gross reserves at beginning of period | $ | 11,425.5 | $ | 10,671.0 | |||||||
Less: reinsurance losses recoverable | 4,125.3 | 3,650.5 | |||||||||
Net reserves at beginning of period: | |||||||||||
General Insurance | 6,587.0 | 6,328.0 | |||||||||
Title Insurance | 594.2 | 556.1 | |||||||||
RFIG Run-off | 111.2 | 127.6 | |||||||||
Other | 7.6 | 8.6 | |||||||||
Sub-total | 7,300.2 | 7,020.4 | |||||||||
Incurred claims and claim adjustment expenses: | |||||||||||
Provisions for insured events of the current year: | |||||||||||
General Insurance | 607.6 | 585.0 | |||||||||
Title Insurance | 35.7 | 35.3 | |||||||||
RFIG Run-off | 4.0 | 5.5 | |||||||||
Other | 2.4 | 4.2 | |||||||||
Sub-total | 649.8 | 630.1 | |||||||||
Change in provision for insured events of prior years: | |||||||||||
General Insurance | (28.8) | (23.1) | |||||||||
Title Insurance | (6.3) | (6.0) | |||||||||
RFIG Run-off | (8.3) | (1.2) | |||||||||
Other | (1.5) | (1.6) | |||||||||
Sub-total | (45.0) | (32.0) | |||||||||
Total incurred claims and claim adjustment expenses | 604.7 | 598.1 | |||||||||
Payments: | |||||||||||
Claims and claim adjustment expenses attributable to | |||||||||||
insured events of the current year: | |||||||||||
General Insurance | 100.4 | 93.4 | |||||||||
Title Insurance | .5 | 1.1 | |||||||||
RFIG Run-off | — | — | |||||||||
Other | .5 | 1.5 | |||||||||
Sub-total | 101.4 | 96.2 | |||||||||
Claims and claim adjustment expenses attributable to | |||||||||||
insured events of prior years: | |||||||||||
General Insurance | 394.2 | 380.8 | |||||||||
Title Insurance | 20.1 | 12.9 | |||||||||
RFIG Run-off | 3.4 | 4.4 | |||||||||
Other | .8 | 1.1 | |||||||||
Sub-total | 418.6 | 399.4 | |||||||||
Total payments | 520.1 | 495.6 | |||||||||
Amount of reserves for unpaid claims and claim adjustment expenses | |||||||||||
at the end of each period, net of reinsurance losses recoverable: | |||||||||||
General Insurance | 6,671.1 | 6,415.5 | |||||||||
Title Insurance | 602.9 | 571.4 | |||||||||
RFIG Run-off | 103.5 | 127.4 | |||||||||
Other | 7.2 | 8.5 | |||||||||
Sub-total | 7,384.8 | 7,122.9 | |||||||||
Reinsurance losses recoverable | 4,184.2 | 3,730.4 | |||||||||
Gross reserves at end of period | $ | 11,569.1 | $ | 10,853.3 |
For the quarter ended March 31, 2022, all operating segments experienced favorable loss reserve development. General Insurance favorable development was the result of better than expected claims experience related predominantly to workers’ compensation and commercial automobile reserves on 2015-2018 and 2020 accident
13
years. Favorable development experienced from Title Insurance occurred largely within the 2017-2019 accident years, while RFIG Run-off was driven by improving trends in delinquency cure rates.
Note 4 - Income Taxes
Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge, there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve month period. The Company views its income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain but the timing of its deductibility is uncertain. The Company classifies interest and penalties as income tax expense in the consolidated statement of income. The Company is not currently under audit by the IRS and 2018 and subsequent tax years remain open.
Note 5 - Net Income Per Share
Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares actually outstanding for the periods presented. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income (loss) and the number of shares used in basic and diluted earnings per share calculations.
Quarters Ended | ||||||||||||||
March 31, | ||||||||||||||
2022 | 2021 | |||||||||||||
Numerator: | ||||||||||||||
Basic and diluted earnings per share - | ||||||||||||||
income (loss) available to common stockholders | $ | 306.3 | $ | 502.1 | ||||||||||
Denominator: | ||||||||||||||
Basic earnings per share - | ||||||||||||||
weighted-average shares (a) | 303,582,578 | 298,753,132 | ||||||||||||
Effect of dilutive securities - stock based | ||||||||||||||
compensation awards | 1,842,014 | 940,382 | ||||||||||||
Diluted earnings per share - | ||||||||||||||
adjusted weighted-average shares (a) | 305,424,592 | 299,693,514 | ||||||||||||
Earnings per share: Basic | $ | 1.01 | $ | 1.68 | ||||||||||
Diluted | $ | 1.00 | $ | 1.68 | ||||||||||
Anti-dilutive common stock equivalents | ||||||||||||||
excluded from earnings per share computations: | ||||||||||||||
Stock based compensation awards | — | 7,020,142 |
__________
(a) In calculating earnings per share, pertinent accounting standards require that common shares owned by the Company's Employee Savings and Stock Ownership Plan that are not yet allocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all common shares.
Note 6 - Credit Losses
Credit losses on financial assets measured at amortized cost, primarily the Company’s reinsurance recoverables and accounts and notes receivable, are recognized based on estimated losses expected to occur over the life of the asset. The expected credit losses, and subsequent adjustment to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the asset presented on the consolidated balance sheets.
The Company’s credit allowance was comprised of $16.0 related to reinsurance recoverables as of both March 31, 2022 and December 31, 2021, and $25.1 and $24.1 related to accounts and notes receivable, as of March 31, 2022 and December 31, 2021, respectively.
The Company’s evaluation of credit allowances on available for sale fixed income securities is discussed further in Note 2. The Company is not exposed to material concentrations of credit risks as to any one issuer of investment securities.
14
Note 7 - Debt
Consolidated debt of Old Republic and its subsidiaries is summarized below:
March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
4.875% Senior Notes issued in 2014 and due 2024 | $ | 398.6 | $ | 414.9 | $ | 398.4 | $ | 435.8 | |||||||||||||||
3.875% Senior Notes issued in 2016 and due 2026 | 547.5 | 555.8 | 547.3 | 597.0 | |||||||||||||||||||
3.850% Senior Notes issued in 2021 and due 2051 | 642.7 | 601.5 | 642.6 | 702.9 | |||||||||||||||||||
Other miscellaneous debt | 5.3 | 5.3 | — | — | |||||||||||||||||||
Total debt | $ | 1,594.2 | $ | 1,577.6 | $ | 1,588.5 | $ | 1,735.7 |
Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt securities that are classified within Level 2 of the fair value hierarchy as presented below. The Company used an internally generated interest yield market matrix table, which incorporates maturity, coupon rate, credit quality, structure and current market conditions to estimate the fair value of its outstanding debt securities that were classified within Level 3.
The following table shows a summary of financial liabilities disclosed, but not carried at fair value, segregated among the various input levels described in Note 3 above:
Carrying | Fair | |||||||||||||||||||||||||||||||
Value | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||
Financial Liabilities: | ||||||||||||||||||||||||||||||||
Debt: | ||||||||||||||||||||||||||||||||
March 31, 2022 | $ | 1,594.2 | $ | 1,577.6 | $ | — | $ | 1,572.3 | $ | 5.3 | ||||||||||||||||||||||
December 31, 2021 | $ | 1,588.5 | $ | 1,735.7 | $ | — | $ | 1,735.7 | $ | — |
Note 8 - Commitments and Contingent Liabilities
Legal Proceedings - Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. At March 31, 2022, the Company had no material non-claim litigation exposures in its consolidated business.
Note 9 - Information About Segments of Business
The Company is engaged in the single business of insurance underwriting and related services. It 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 the Republic Financial Indemnity Group ("RFIG") Run-off. The results of a small life and accident insurance business are included within the Corporate & Other caption of this report. 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 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 (loss), 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. The contributions of Old Republic's insurance industry segments to consolidated totals are shown in the following table.
15
Quarters Ended | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
General Insurance: | |||||||||||
Net premiums earned | $ | 910.9 | $ | 859.1 | |||||||
Net investment income and other income | 118.4 | 120.9 | |||||||||
Total revenues excluding investment gains (losses) | $ | 1,029.4 | $ | 980.0 | |||||||
Segment pretax operating income (loss) (a) | $ | 142.5 | $ | 140.8 | |||||||
Income tax expense (credits) | $ | 27.6 | $ | 27.3 | |||||||
Title Insurance: | |||||||||||
Net premiums earned | $ | 908.7 | $ | 861.0 | |||||||
Title, escrow and other fees | 90.2 | 106.6 | |||||||||
Sub-total | 998.9 | 967.7 | |||||||||
Net investment income and other income | 11.5 | 10.7 | |||||||||
Total revenues excluding investment gains (losses) | $ | 1,010.5 | $ | 978.4 | |||||||
Segment pretax operating income (loss) (a) | $ | 80.9 | $ | 103.7 | |||||||
Income tax expense (credits) | $ | 16.9 | $ | 21.8 | |||||||
RFIG Run-off: | |||||||||||
Net premiums earned | $ | 6.5 | $ | 9.2 | |||||||
Net investment income and other income | 2.0 | 3.2 | |||||||||
Total revenues excluding investment gains (losses) | $ | 8.6 | $ | 12.4 | |||||||
Segment pretax operating income (loss) | $ | 9.7 | $ | 4.9 | |||||||
Income tax expense (credits) | $ | 1.9 | $ | .9 | |||||||
Consolidated Revenues: | |||||||||||
Total revenues of Company segments | $ | 2,048.5 | $ | 1,971.0 | |||||||
Other sources (b) | 45.4 | 35.1 | |||||||||
Consolidated investment gains (losses): | |||||||||||
Realized from actual transactions | 65.2 | 7.8 | |||||||||
Unrealized from changes in fair value of equity securities | 79.8 | 367.5 | |||||||||
Total realized and unrealized investment gains (losses) | 145.1 | 375.4 | |||||||||
Consolidation elimination adjustments | (32.4) | (26.5) | |||||||||
Consolidated revenues | $ | 2,206.6 | $ | 2,355.0 | |||||||
Consolidated Pretax Income (Loss): | |||||||||||
Total segment pretax operating income (loss) of | |||||||||||
Company segments | $ | 233.2 | $ | 249.4 | |||||||
Other sources - net (b) | 4.2 | 5.6 | |||||||||
Consolidated investment gains (losses): | |||||||||||
Realized from actual transactions | 65.2 | 7.8 | |||||||||
Unrealized from changes in fair value of equity securities | 79.8 | 367.5 | |||||||||
Total realized and unrealized investment gains (losses) | 145.1 | 375.4 | |||||||||
Consolidated income (loss) before income | |||||||||||
taxes (credits) | $ | 382.6 | $ | 630.6 | |||||||
Consolidated Income Tax Expense (Credits): | |||||||||||
Total income tax expense (credits) | |||||||||||
of Company segments | $ | 46.5 | $ | 50.1 | |||||||
Other sources - net (b) | (.8) | (1.3) | |||||||||
Income tax expense (credits) on consolidated realized | |||||||||||
and unrealized investment gains (losses) | 30.5 | 79.6 | |||||||||
Consolidated income tax expense (credits) | $ | 76.3 | $ | 128.5 | |||||||
16
March 31, | December 31, | ||||||||||
2022 | 2021 | ||||||||||
Consolidated Assets: | |||||||||||
General Insurance | $ | 20,706.3 | $ | 20,660.9 | |||||||
Title Insurance | 2,201.3 | 2,234.2 | |||||||||
RFIG Run-off | 474.9 | 516.4 | |||||||||
Total assets of company segments | 23,382.6 | 23,411.6 | |||||||||
Other assets (b) | 1,884.9 | 1,716.3 | |||||||||
Consolidation elimination adjustments | (148.8) | (146.1) | |||||||||
Consolidated assets | $ | 25,118.8 | $ | 24,981.8 | |||||||
(a) Segment pretax operating income (loss) is reported net of interest charges on intercompany financing arrangements with Old Republic's holding company parent for the following segments: General - $16.0 and $15.8 for the quarters ended March 31, 2022 and 2021, respectively, and Title - $.4 for both the quarters ended March 31, 2022 and 2021, respectively.
(b) Includes amounts for a small life and accident insurance business as well as those of the parent holding company and several internal corporate services subsidiaries.
17
OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Quarters Ended March 31, 2022 and 2021
($ 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 .1% of consolidated operating revenues for the quarter ended March 31, 2022 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, many 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 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 in Old Republic's 2021 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 claim costs will be. We also can't 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 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 underwriting and premium rate changes to appear in financial results, and for reserved claim 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.
18
EXECUTIVE SUMMARY |
Old Republic International Corporation reported the following consolidated results:
OVERALL RESULTS | ||||||||||||||||||||
Quarters Ended March 31, | ||||||||||||||||||||
2022 | 2021 | % Change | ||||||||||||||||||
Pretax income (loss) | $ | 382.6 | $ | 630.6 | ||||||||||||||||
Pretax investment gains (losses) | 145.1 | 375.4 | ||||||||||||||||||
Pretax income (loss) excluding investment gains (losses) | $ | 237.5 | $ | 255.1 | -6.9 | % | ||||||||||||||
Net income (loss) | $ | 306.3 | $ | 502.1 | ||||||||||||||||
Net of tax investment gains (losses) | 114.5 | 295.7 | ||||||||||||||||||
Net income (loss) excluding investment gains (losses) | $ | 191.7 | $ | 206.3 | -7.0 | % | ||||||||||||||
PER DILUTED SHARE | ||||||||||||||||||||
Quarters Ended March 31, | ||||||||||||||||||||
2022 | 2021 | % Change | ||||||||||||||||||
Net income (loss) | $ | 1.00 | $ | 1.68 | ||||||||||||||||
Net of tax investment gains (losses) | .37 | .99 | ||||||||||||||||||
Net income (loss) excluding investment gains (losses) | $ | .63 | $ | .69 | -8.7 | % | ||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||
March 31, | Dec. 31, | |||||||||||||||||||
2022 | 2021 | % Change | ||||||||||||||||||
Total | $ | 6,750.1 | $ | 6,893.2 | -2.1 | % | ||||||||||||||
Per Common Share | $ | 22.23 | $ | 22.76 | -2.3 | % |
Old Republic International Corporation reported pretax income, excluding investment gains, of $237.5 for the quarter. The decline compared to the 2021 period, is within our expectations as increasing mortgage interest rates began to affect Title Insurance results. Both General Insurance and Title Insurance produced solid underwriting results that drove a consolidated combined ratio of 91.9% for the quarter.
Consolidated net premiums and fees earned was $1.9 billion for the quarter representing growth of 4.4% compared to the 2021 period. General Insurance net earned premiums grew by 6.0%, while Title Insurance growth in premium and fees was tempered by lower revenues within their direct operations. Net investment income increased slightly for the quarter, reflecting growth in the invested asset base, offset by lower investment yields earned.
Book value per share was $22.23 as of March 31, 2022, reflecting interest rate driven unrealized losses in the fixed income portfolio, offset by operating earnings. With the addition of dividends declared during the quarter, this was a decrease of 1.3% over year-end 2021.
19
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 (loss), 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 | |||||||||||||||||
Quarters Ended March 31, | |||||||||||||||||
SUMMARY INCOME STATEMENTS: | 2022 | 2021 | % Change | ||||||||||||||
Revenues: | |||||||||||||||||
Net premiums and fees earned | $ | 1,919.0 | $ | 1,838.9 | 4.4 | % | |||||||||||
Net investment income | 106.2 | 104.3 | 1.8 | ||||||||||||||
Other income | 36.2 | 36.3 | -0.1 | ||||||||||||||
Total operating revenues | 2,061.5 | 1,979.6 | 4.1 | ||||||||||||||
Investment gains (losses): | |||||||||||||||||
Realized from actual transactions | 65.2 | 7.8 | |||||||||||||||
Unrealized from changes in fair value of equity securities | 79.8 | 367.5 | |||||||||||||||
Total investment gains (losses) | 145.1 | 375.4 | |||||||||||||||
Total revenues | 2,206.6 | 2,355.0 | |||||||||||||||
Operating expenses: | |||||||||||||||||
Claim costs | 607.9 | 603.4 | 0.8 | ||||||||||||||
Sales and general expenses | 1,199.0 | 1,110.3 | 8.0 | ||||||||||||||
Interest and other charges | 16.9 | 10.6 | 59.0 | ||||||||||||||
Total operating expenses | 1,823.9 | 1,724.4 | 5.8 | % | |||||||||||||
Pretax income (loss) | 382.6 | 630.6 | |||||||||||||||
Income taxes (credits) | 76.3 | 128.5 | |||||||||||||||
Net income (loss) | $ | 306.3 | $ | 502.1 | |||||||||||||
COMMON STOCK STATISTICS: | |||||||||||||||||
Components of net income (loss) per share: | |||||||||||||||||
Basic net income (loss) excluding investment gains (losses) | $ | 0.63 | $ | 0.69 | -8.7 | % | |||||||||||
Net investment gains (losses): | |||||||||||||||||
Realized from actual transactions | 0.17 | 0.02 | |||||||||||||||
Unrealized from changes in fair value of equity securities | 0.21 | 0.97 | |||||||||||||||
Basic net income (loss) | $ | 1.01 | $ | 1.68 | |||||||||||||
Diluted net income (loss) excluding investment gains (losses) | $ | 0.63 | $ | 0.69 | -8.7 | % | |||||||||||
Net investment gains (losses): | |||||||||||||||||
Realized from actual transactions | 0.17 | 0.02 | |||||||||||||||
Unrealized from changes in fair value of equity securities | 0.20 | 0.97 | |||||||||||||||
Diluted net income (loss) | $ | 1.00 | $ | 1.68 | |||||||||||||
Cash dividends on common stock | $ | 0.23 | $ | 0.22 | |||||||||||||
Book value per share | $ | 22.23 | $ | 21.59 | 3.0 | % | |||||||||||
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.
20
Sources of Consolidated Income (Loss) | |||||||||||||||||
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
A. Net premiums, fees, and other income: | |||||||||||||||||
General insurance | $ | 910.9 | $ | 859.1 | 6.0 | % | |||||||||||
Title insurance | 998.9 | 967.7 | 3.2 | ||||||||||||||
Corporate & other | 2.4 | 2.8 | -13.3 | ||||||||||||||
Other income | 36.2 | 36.3 | -0.1 | ||||||||||||||
Subtotal | 1,948.7 | 1,866.0 | 4.4 | ||||||||||||||
RFIG run-off | 6.5 | 9.2 | -29.0 | ||||||||||||||
Consolidated | $ | 1,955.2 | $ | 1,875.2 | 4.3 | % | |||||||||||
B. Underwriting and related services income (loss): | |||||||||||||||||
General insurance | $ | 76.3 | $ | 71.9 | 6.2 | % | |||||||||||
Title insurance | 70.2 | 93.8 | -25.2 | ||||||||||||||
Corporate & other | (6.1) | (6.0) | -0.4 | ||||||||||||||
Subtotal | 140.4 | 159.7 | -12.0 | ||||||||||||||
RFIG run-off | 7.7 | 1.7 | N/M | ||||||||||||||
Consolidated | $ | 148.2 | $ | 161.4 | -8.2 | % | |||||||||||
C. Consolidated underwriting ratio: | |||||||||||||||||
Claim ratio: | |||||||||||||||||
Current year | 34.1 | % | 34.6 | % | |||||||||||||
Prior years | (2.4) | (1.8) | |||||||||||||||
Total | 31.7 | 32.8 | |||||||||||||||
Expense ratio | 60.2 | 58.1 | |||||||||||||||
Combined ratio | 91.9 | % | 90.9 | % | |||||||||||||
D. Net investment income: | |||||||||||||||||
General insurance | $ | 82.4 | $ | 84.8 | -2.8 | % | |||||||||||
Title insurance | 11.3 | 10.5 | 7.6 | ||||||||||||||
Corporate & other | 10.4 | 5.7 | 81.8 | ||||||||||||||
Subtotal | 104.2 | 101.1 | 3.1 | ||||||||||||||
RFIG run-off | 2.0 | 3.2 | -36.2 | ||||||||||||||
Consolidated | $ | 106.2 | $ | 104.3 | 1.8 | % | |||||||||||
E. Interest and other charges (credits): | |||||||||||||||||
General insurance | $ | 16.3 | $ | 16.0 | |||||||||||||
Title insurance | 0.5 | 0.6 | |||||||||||||||
Corporate & other (a) | — | (5.9) | |||||||||||||||
Subtotal | 16.9 | 10.6 | |||||||||||||||
RFIG run-off | — | — | |||||||||||||||
Consolidated | $ | 16.9 | $ | 10.6 | 59.0 | % | |||||||||||
F. Segmented and consolidated pretax income (loss) | |||||||||||||||||
excluding investment gains (losses)(B+D-E): | |||||||||||||||||
General insurance | $ | 142.5 | $ | 140.8 | 1.2 | % | |||||||||||
Title insurance | 80.9 | 103.7 | -21.9 | ||||||||||||||
Corporate & other | 4.2 | 5.6 | -24.6 | ||||||||||||||
Subtotal | 227.7 | 250.1 | -9.0 | ||||||||||||||
RFIG run-off | 9.7 | 4.9 | 97.0 | ||||||||||||||
Consolidated | 237.5 | 255.1 | -6.9 | % | |||||||||||||
Income taxes (credits) on above (b) | 45.7 | 48.8 | |||||||||||||||
G. Net income (loss) excluding | |||||||||||||||||
investment gains (losses) | 191.7 | 206.3 | -7.0 | % | |||||||||||||
H. Consolidated pretax investment gains (losses): | |||||||||||||||||
Realized from actual transactions | 65.2 | 7.8 | |||||||||||||||
Unrealized from changes in | |||||||||||||||||
fair value of equity securities | 79.8 | 367.5 | |||||||||||||||
Total | 145.1 | 375.4 | |||||||||||||||
Income taxes (credits) on above | 30.5 | 79.6 | |||||||||||||||
Net of tax investment gains (losses) | 114.5 | 295.7 | |||||||||||||||
I. Net income (loss) | $ | 306.3 | $ | 502.1 | |||||||||||||
J. Consolidated operating cash flow | $ | 278.4 | $ | 296.0 | |||||||||||||
(a) Includes consolidation/elimination entries. (b) The effective tax rates applicable to pretax income excluding investment gains (losses) were 19.3% and 19.1% for the first quarter 2022 and 2021, respectively.
21
General Insurance Segment Results | ||
General Insurance | |||||||||||||||||
Summary Operating Results | |||||||||||||||||
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
Net premiums written | $ | 960.8 | $ | 871.2 | 10.3 | % | |||||||||||
Net premiums earned | 910.9 | 859.1 | 6.0 | ||||||||||||||
Net investment income | 82.4 | 84.8 | -2.8 | ||||||||||||||
Other income | 35.9 | 36.0 | -0.2 | ||||||||||||||
Operating revenues | 1,029.4 | 980.0 | 5.0 | ||||||||||||||
Claim costs | 582.2 | 567.3 | 2.6 | ||||||||||||||
Sales and general expenses | 288.3 | 255.8 | 12.7 | ||||||||||||||
Interest and other charges | 16.3 | 16.0 | 2.0 | ||||||||||||||
Operating expenses | 886.9 | 839.2 | 5.7 | ||||||||||||||
Segment pretax operating income (loss) | $ | 142.5 | $ | 140.8 | 1.2 | % | |||||||||||
Claim ratio | 63.9 | % | 66.0 | % | |||||||||||||
Expense ratio | 27.7 | 25.6 | |||||||||||||||
Combined ratio | 91.6 | % | 91.6 | % |
General Insurance net premiums earned increased 6.0% for the quarter, 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. Net investment income decreased slightly in the quarter, reflecting lower investment yields earned, partially offset by growth in the invested asset base.
The reported claim ratio for General Insurance improved in the quarter, inclusive of favorable reserve development from prior periods and a lower current period claim provision, attributable to several years of premium rate increases, underwriting actions, and a shift in the line of coverage mix.
The first quarter expense ratio was elevated compared to the same quarter last year, generally reflecting the shift in line of coverage mix, and an increase in employee costs, including the timing of certain benefit accruals. 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 claim ratios.
Together, these factors produced greater pretax operating income for the period reported.
The following table shows recent annual and interim periods' 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 | % | |||||||||||||||||||||||||||||
1st Quarter 2021 | 66.0 | % | (2.7) | % | 68.7 | % | |||||||||||||||||||||||||||||
1st Quarter 2022 | 63.9 | % | (3.2) | % | 67.1 | % |
Quarterly and annual claim ratios and trends may not be indicative of future outcomes for a business with relatively long claim payment patterns. We target combined ratios between 90% and 95%, and based on our historical line of coverage mix, a claim ratio average in the high 60% to low 70% range, and an expense ratio average of 25%. These components of the combined ratio will continue to reflect the line of coverage mix.
22
Title Insurance Segment Results | ||
Title Insurance | |||||||||||||||||
Summary Operating Results | |||||||||||||||||
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
Net premiums and fees earned | $ | 998.9 | $ | 967.7 | 3.2 | % | |||||||||||
Net investment income | 11.3 | 10.5 | 7.6 | ||||||||||||||
Other income | 0.2 | 0.2 | -5.9 | ||||||||||||||
Operating revenues | 1,010.5 | 978.4 | 3.3 | ||||||||||||||
Claim costs | 29.3 | 29.2 | 0.3 | ||||||||||||||
Sales and general expenses | 899.6 | 844.8 | 6.5 | ||||||||||||||
Interest and other charges | 0.5 | 0.6 | -16.0 | ||||||||||||||
Operating expenses | 929.5 | 874.7 | 6.3 | ||||||||||||||
Segment pretax operating income (loss) | $ | 80.9 | $ | 103.7 | -21.9 | % | |||||||||||
Claim ratio | 2.9 | % | 3.0 | % | |||||||||||||
Expense ratio | 90.0 | 87.3 | |||||||||||||||
Combined ratio | 92.9 | % | 90.3 | % |
Title Insurance net premiums and fees earned grew by 3.2% in the quarter. Agency revenues continued to increase over the prior period although at a lower rate than in recent quarters. Revenue from direct production channels declined in the quarter, and we expect both directly produced and agency produced revenues to be lower throughout the year when compared to prior year periods. Increases in mortgage interest rates significantly reduced refinance activity in the quarter and likely will for the remainder of the year. Purchase order levels were in line with the prior period and continue to benefit from strong housing prices. Ongoing increases in mortgage interest rates may affect purchase activity through the remainder of the year. Net investment income increased slightly in the quarter, reflecting growth in the invested asset base, offset by lower investment yields earned.
Title Insurance's claim ratios were relatively flat for the quarter. The first quarter expense ratio was elevated compared to the same quarter last year, generally reflecting the combination of lower directly produced revenues that carry higher fixed expenses, along with a greater proportion of agency produced revenues that have a higher overall expense ratio.
Together, these factors produced lower pretax operating income for the period reported.
The following table shows recent annual and interim periods’ 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 | % | |||||||||||||||||||||||||||||
1st Quarter 2021 | 3.0 | % | (0.6) | % | 3.6 | % | |||||||||||||||||||||||||||||
1st Quarter 2022 | 2.9 | % | (0.6) | % | 3.5 | % |
23
RFIG Run-off Segment Results | ||
RFIG Run-off | |||||||||||||||||
Summary Operating Results | |||||||||||||||||
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
Mortgage Insurance (MI) | |||||||||||||||||
Net premiums earned | $ | 6.5 | $ | 9.2 | -29.0 | % | |||||||||||
Net investment income | 2.0 | 3.2 | -36.2 | ||||||||||||||
Claim costs | (4.2) | 4.3 | N/M | ||||||||||||||
MI pretax operating income (loss) | $ | 9.7 | $ | 4.9 | 97.0 | % | |||||||||||
Claim ratio | -64.8 | % | 46.5 | % | |||||||||||||
Expense ratio | 46.8 | 34.5 | |||||||||||||||
Combined ratio | -18.0 | % | 81.0 | % |
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 compared to the 2021 period. Net investment income decreased in the quarter, reflecting a declining invested asset base, and lower investment yields earned. Extraordinary dividends of $35.0 million were paid to the parent company during the quarter. Claim costs reflect significantly fewer newly reported delinquencies along with improving trends in cure rates, influenced by a relatively strong economy and real estate market.
Together, these factors produced significantly greater pretax operating income for the period reported.
The following table shows recent annual and interim periods' 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 | % | |||||||||||||||||||||||||||||
1st Quarter 2021 | 46.5 | % | (13.5) | % | 60.0 | % | |||||||||||||||||||||||||||||
1st Quarter 2022 | (64.8) | % | (131.1) | % | 66.3 | % |
24
Corporate & Other Operating Results | ||
Corporate & Other | ||||||||||||||||||||
Summary Operating Results | ||||||||||||||||||||
Quarters Ended March 31, | ||||||||||||||||||||
2022 | 2021 | % Change | ||||||||||||||||||
Net life and accident premiums earned | $ | 2.4 | $ | 2.8 | -13.3 | % | ||||||||||||||
Net investment income | 10.4 | 5.7 | 81.8 | |||||||||||||||||
Other operating income | — | — | — | |||||||||||||||||
Operating revenues | 12.9 | 8.5 | 50.8 | |||||||||||||||||
Claim costs | 0.6 | 2.4 | -75.0 | |||||||||||||||||
Insurance expenses | 0.9 | 0.8 | 8.7 | |||||||||||||||||
Corporate, interest and other expenses - net | 7.1 | (0.3) | N/M | |||||||||||||||||
Operating expenses | 8.6 | 2.9 | 196.8 | |||||||||||||||||
Corporate & other pretax operating income (loss) | $ | 4.2 | $ | 5.6 | -24.6 | % |
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 increased related to the issuance of $650 million of debt late in the second quarter of 2021, partially offset by net investment income from a higher level of investments.
Summary Consolidated Balance Sheet | ||
March 31, | December 31, | March 31, | |||||||||||||||
2022 | 2021 | 2021 | |||||||||||||||
Assets: | |||||||||||||||||
Cash and fixed income securities | $ | 11,571.2 | $ | 11,399.6 | $ | 11,177.3 | |||||||||||
Equity securities | 4,972.4 | 5,302.8 | 4,271.3 | ||||||||||||||
Other invested assets | 120.6 | 116.5 | 116.1 | ||||||||||||||
Cash and invested assets | 16,664.3 | 16,818.9 | 15,564.7 | ||||||||||||||
Accounts and premiums receivable | 1,861.8 | 1,768.7 | 1,626.6 | ||||||||||||||
Federal income tax recoverable: Current | — | 11.8 | — | ||||||||||||||
Reinsurance balances recoverable | 5,066.9 | 4,943.4 | 4,477.2 | ||||||||||||||
Deferred policy acquisition costs | 358.9 | 350.4 | 334.9 | ||||||||||||||
Sundry assets | 1,166.6 | 1,088.4 | 1,045.6 | ||||||||||||||
Total assets | $ | 25,118.8 | $ | 24,981.8 | $ | 23,049.3 | |||||||||||
Liabilities and Shareholders' Equity: | |||||||||||||||||
Policy liabilities | $ | 2,869.7 | $ | 2,752.0 | $ | 2,641.2 | |||||||||||
Claim reserves | 11,569.1 | 11,425.5 | 10,853.3 | ||||||||||||||
Federal income tax payable: Current | 46.1 | — | 36.9 | ||||||||||||||
Deferred | 157.2 | 249.5 | 165.0 | ||||||||||||||
Reinsurance balances and funds | 1,002.1 | 866.0 | 793.5 | ||||||||||||||
Debt | 1,594.2 | 1,588.5 | 947.2 | ||||||||||||||
Sundry liabilities | 1,130.1 | 1,206.9 | 1,160.1 | ||||||||||||||
Total liabilities | 18,368.6 | 18,088.6 | 16,597.4 | ||||||||||||||
Shareholders' equity | 6,750.1 | 6,893.2 | 6,451.8 | ||||||||||||||
Total liabilities and shareholders' equity | $ | 25,118.8 | $ | 24,981.8 | $ | 23,049.3 |
25
Cash, Invested Assets, and Shareholders' Equity | ||
Cash, Invested Assets, and Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||
% Change | ||||||||||||||||||||||||||||||||||||||
March 31, | Dec. 31, | March 31, | March '22/ | March '22/ | ||||||||||||||||||||||||||||||||||
2022 | 2021 | 2021 | Dec. '21 | March '21 | ||||||||||||||||||||||||||||||||||
Cash and invested assets: | ||||||||||||||||||||||||||||||||||||||
Fixed income securities, cash and other invested assets | $ | 11,691.9 | $ | 11,516.1 | $ | 11,293.4 | 1.5 | % | 3.5 | % | ||||||||||||||||||||||||||||
Equity securities | 4,972.4 | 5,302.8 | 4,271.3 | -6.2 | 16.4 | |||||||||||||||||||||||||||||||||
Total per balance sheet | $ | 16,664.3 | $ | 16,818.9 | $ | 15,564.7 | -0.9 | % | 7.1 | % | ||||||||||||||||||||||||||||
Total at cost for all | $ | 15,320.0 | $ | 15,045.8 | $ | 14,054.8 | 1.8 | % | 9.0 | % | ||||||||||||||||||||||||||||
Composition of shareholders' equity per share: | ||||||||||||||||||||||||||||||||||||||
Equity before items below | $ | 19.09 | $ | 18.50 | $ | 18.22 | 3.2 | % | 4.8 | % | ||||||||||||||||||||||||||||
Unrealized investment gains (losses) and other | ||||||||||||||||||||||||||||||||||||||
accumulated comprehensive income (loss) | 3.14 | 4.26 | 3.37 | |||||||||||||||||||||||||||||||||||
Total | $ | 22.23 | $ | 22.76 | $ | 21.59 | -2.3 | % | 3.0 | % | ||||||||||||||||||||||||||||
Segmented composition of | ||||||||||||||||||||||||||||||||||||||
shareholders' equity per share: | ||||||||||||||||||||||||||||||||||||||
Excluding RFIG run-off segment | $ | 21.06 | $ | 21.47 | $ | 20.13 | -1.9 | % | 4.6 | % | ||||||||||||||||||||||||||||
RFIG run-off segment | 1.17 | 1.29 | 1.46 | |||||||||||||||||||||||||||||||||||
Consolidated total | $ | 22.23 | $ | 22.76 | $ | 21.59 | -2.3 | % | 3.0 | % |
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 high risk or illiquid asset classes and has zero or 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 March 31, 2022, the consolidated investment portfolio reflected an allocation of approximately 70% to fixed income (bonds and notes) and short-term investments, and 30% to equity securities (common stock). During the quarter, we modestly reduced our equity holdings. 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.
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.
26
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 | |||||||||||
March 31, | |||||||||||
2022 | 2021 | ||||||||||
Beginning balance | $ | 22.76 | $ | 20.75 | |||||||
Changes in shareholders' equity: | |||||||||||
Net income (loss) excluding net investment gains (losses) | 0.63 | 0.69 | |||||||||
Net of tax realized investment gains (losses) | 0.17 | 0.02 | |||||||||
Net of tax unrealized investment gains (losses): | |||||||||||
Fixed income securities | (1.33) | (0.64) | |||||||||
Equity securities | 0.21 | 0.97 | |||||||||
Total net of tax realized and unrealized | |||||||||||
investment gains (losses) | (0.95) | 0.35 | |||||||||
Cash dividends | (0.23) | (0.22) | |||||||||
Other | 0.02 | 0.02 | |||||||||
Net change | (0.53) | 0.84 | |||||||||
Ending balance | $ | 22.23 | $ | 21.59 | |||||||
Percentage change for the period | -2.3 | % | 4.0 | % |
Capitalization | ||
Capitalization | |||||||||||||||||
March 31, | December 31, | March 31, | |||||||||||||||
2022 | 2021 | 2021 | |||||||||||||||
Debt: | |||||||||||||||||
4.875% Senior Notes due 2024 | $ | 398.6 | $ | 398.4 | $ | 398.0 | |||||||||||
3.875% Senior Notes due 2026 | 547.5 | 547.3 | 546.9 | ||||||||||||||
3.850% Senior Notes due 2051 | 642.7 | 642.6 | — | ||||||||||||||
Other miscellaneous debt | 5.3 | — | 2.2 | ||||||||||||||
Total debt | 1,594.2 | 1,588.5 | 947.2 | ||||||||||||||
Common shareholders' equity | 6,750.1 | 6,893.2 | 6,451.8 | ||||||||||||||
Total capitalization | $ | 8,344.3 | $ | 8,481.7 | $ | 7,399.0 | |||||||||||
Capitalization ratios: | |||||||||||||||||
Debt | 19.1 | % | 18.7 | % | 12.8 | % | |||||||||||
Common shareholders' equity | 80.9 | 81.3 | 87.2 | ||||||||||||||
Total | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||
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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: | |||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Quarters Ended March 31: | |||||||||||||||||||||||||||||||||||
2021 | 859.1 | 967.7 | 9.2 | 2.8 | 1,838.9 | 17.9 | |||||||||||||||||||||||||||||
2022 | $ | 910.9 | $ | 998.9 | $ | 6.5 | $ | 2.4 | $ | 1,919.0 | 4.4 | % | |||||||||||||||||||||||
Consolidated net premiums and fees earned was $1.9 billion for the quarter representing growth of 4.4% compared to the 2021 period. General Insurance net earned premiums grew by 6.0%, while Title Insurance growth in premium and fees was tempered by lower revenues within their direct operations.
Net Investment Income |
Net investment income is affected by trends in interest and dividend yields for the types of securities in which the Company's funds are invested during each reporting period. The following tables reflect the segmented and consolidated invested asset bases as of the indicated dates, and the investment income earned and resulting yields on such assets. Since the Company can exercise little control over fair values, yields are evaluated on the basis of investment income earned in relation to the cost of the underlying invested assets, though yields based on the fair values of such assets are also shown in the statistics below.
Invested Assets at 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 | ||||||||||||||||||||||||||||||||||
As of March 31: | |||||||||||||||||||||||||||||||||||||||||
2021 | 11,133.6 | 1,388.0 | 525.5 | 796.6 | 13,843.7 | 1,510.3 | 15,354.1 | ||||||||||||||||||||||||||||||||||
2022 | $ | 11,551.1 | $ | 1,585.3 | $ | 473.2 | $ | 1,527.1 | $ | 15,136.9 | $ | 1,343.4 | $ | 16,480.3 |
Net Investment Income | Yield at | ||||||||||||||||||||||||||||||||||||||||
General | Title | RFIG Run-off | Corporate & Other | Total | 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 | ||||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||||||||||
March 31: | |||||||||||||||||||||||||||||||||||||||||
2021 | 84.8 | 10.5 | 3.2 | 5.7 | 104.3 | 3.00 | 2.72 | ||||||||||||||||||||||||||||||||||
2022 | $ | 82.4 | $ | 11.3 | $ | 2.0 | $ | 10.4 | $ | 106.2 | 2.84 | % | 2.57 | % | |||||||||||||||||||||||||||
28
Net investment income increased slightly for the quarter, reflecting growth in the invested asset base, offset by lower investment yields earned.
Benefits and Claims |
The Company records the benefits, claims and related settlement costs that have been incurred during each accounting period. Total claim costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years' claim occurrences at each balance sheet date.
The following table shows a breakdown of gross and net of reinsurance claim reserve estimates for major types of insurance coverages as of March 31, 2022 and December 31, 2021:
Claim and Loss Adjustment Expense Reserves | ||||||||||||||||||||||||||||||||
March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||||||||
Workers' compensation | $ | 4,851.8 | $ | 2,949.0 | $ | 4,893.0 | $ | 2,955.6 | ||||||||||||||||||||||||
General liability | 1,347.0 | 631.9 | 1,324.4 | 630.7 | ||||||||||||||||||||||||||||
Commercial automobile (mostly trucking) | 2,921.8 | 1,762.7 | 2,850.0 | 1,736.5 | ||||||||||||||||||||||||||||
Other coverages | 1,441.1 | 1,038.0 | 1,355.5 | 979.3 | ||||||||||||||||||||||||||||
Unallocated loss adjustment expense reserves | 289.7 | 289.3 | 285.2 | 284.8 | ||||||||||||||||||||||||||||
Total general insurance reserves | 10,851.6 | 6,671.1 | 10,708.4 | 6,587.0 | ||||||||||||||||||||||||||||
Title | 602.9 | 602.9 | 594.2 | 594.2 | ||||||||||||||||||||||||||||
RFIG Run-off | 103.5 | 103.5 | 111.2 | 111.2 | ||||||||||||||||||||||||||||
Life and accident | 10.9 | 7.2 | 11.6 | 7.6 | ||||||||||||||||||||||||||||
Total claim and loss adjustment expense reserves | $ | 11,569.1 | $ | 7,384.8 | $ | 11,425.5 | $ | 7,300.2 | ||||||||||||||||||||||||
Asbestosis and environmental claim reserves included | ||||||||||||||||||||||||||||||||
in the above general insurance reserves: | ||||||||||||||||||||||||||||||||
Amount | $ | 114.7 | $ | 76.8 | $ | 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 claims and related costs is included in Note 3 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:
General | Title | RFIG Run-off | Consolidated | ||||||||||||||||||||
Years Ended December 31: | |||||||||||||||||||||||
2019 | 71.8 | % | 2.5 | % | 53.5 | % | 41.2 | % | |||||||||||||||
2020 | 69.9 | 2.3 | 81.7 | 37.0 | |||||||||||||||||||
2021 | 64.8 | 2.6 | (5.3) | 30.2 | |||||||||||||||||||
Quarters Ended March 31: | |||||||||||||||||||||||
2021 | 66.0 | 3.0 | 46.5 | 32.8 | |||||||||||||||||||
2022 | 63.9 | % | 2.9 | % | (64.8) | % | 31.7 | % | |||||||||||||||
The Company's reserve for loss 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. 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.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulting 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
29
any one annual or interim reporting period. See further discussion in the Company's 2021 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 | |||||||||||||||||||
Quarters Ended March 31: | |||||||||||||||||||||||
2021 | 25.6 | 87.3 | 34.5 | 58.1 | |||||||||||||||||||
2022 | 27.7 | % | 90.0 | % | 46.8 | % | 60.2 | % | |||||||||||||||
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 business segments. To a significant degree, expense ratios for both the General and Title Insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income. Moreover, general operating expenses can contract or expand in differing proportions due to varying levels of operating efficiencies and expense management opportunities in the face of changing market conditions.
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 | % | 79.8 | % | 95.3 | % | |||||||||||||||
2020 | 95.5 | 90.7 | 111.9 | 93.3 | |||||||||||||||||||
2021 | 91.3 | 89.3 | 34.6 | 89.9 | |||||||||||||||||||
Quarters Ended March 31: | |||||||||||||||||||||||
2021 | 91.6 | 90.3 | 81.0 | 90.9 | |||||||||||||||||||
2022 | 91.6 | % | 92.9 | % | (18.0) | % | 91.9 | % | |||||||||||||||
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 income securities from scheduled maturities and early calls were 65.1% and 68.2% of total dispositions occurring in the first three months of 2022 and 2021, respectively.
The following table reflects the composition of net investment gains or losses for the periods shown.
30
Realized Investment Gains (Losses) from Actual Transactions | Impairment Losses on Securities | Unrealized Gains (Losses) from Changes in Fair Value of Equity Securities | |||||||||||||||||||||||||||||||||||||||||||||
Fixed Income Securities | Equity Securities and Miscel-laneous Investments | Total | Fixed Income 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 | |||||||||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||||||||||||||||
March 31: | |||||||||||||||||||||||||||||||||||||||||||||||
2021 | .3 | 7.5 | 7.8 | — | — | — | 367.5 | 375.4 | |||||||||||||||||||||||||||||||||||||||
2022 | $ | (21.7) | $ | 87.0 | $ | 65.2 | $ | — | $ | — | $ | — | $ | 79.8 | $ | 145.1 |
During the first quarter of 2022, the Company rebalanced the investment portfolio by modestly reducing equity security holdings and increasing fixed income holdings as reinvestment rates began to materially improve.
Income Taxes |
The effective consolidated income tax rates were 20.0% in the first quarter 2022, compared to 20.4% in the first quarter of 2021. The rates for each period 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 |
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
Net premiums earned | $ | 910.9 | $ | 859.1 | 6.0 | % | |||||||||||
Claim costs | 582.2 | 567.3 | 2.6 | ||||||||||||||
Sales and general expenses | 288.3 | 255.8 | 12.7 | ||||||||||||||
Segment pretax operating income (loss) | $ | 142.5 | $ | 140.8 | 1.2 | % | |||||||||||
Claim ratio | 63.9 | % | 66.0 | % | |||||||||||||
Expense ratio | 27.7 | 25.6 | |||||||||||||||
Combined ratio | 91.6 | % | 91.6 | % |
31
Premiums & Fees |
The percentage allocation of net premiums earned for major insurance coverages in the General Insurance Group was as follows:
General Insurance Net Earned Premiums by Type of Coverage | |||||||||||||||||||||||||||||||||||
Commercial Automobile (mostly trucking) | Workers' Compensation | Inland Marine and Property | Financial Indemnity | General Liability | Other | ||||||||||||||||||||||||||||||
Years Ended December 31: | |||||||||||||||||||||||||||||||||||
2019 | 37.2 | % | 29.1 | % | 7.6 | % | 6.4 | % | 6.6 | % | 13.1 | % | |||||||||||||||||||||||
2020 | 38.4 | 25.4 | 8.7 | 8.0 | 6.0 | 13.5 | |||||||||||||||||||||||||||||
2021 | 39.7 | 21.9 | 9.7 | 9.7 | 5.2 | 13.8 | |||||||||||||||||||||||||||||
Quarters Ended March 31: | |||||||||||||||||||||||||||||||||||
2021 | 40.3 | 22.8 | 9.3 | 9.3 | 5.2 | 13.1 | |||||||||||||||||||||||||||||
2022 | 39.5 | % | 21.3 | % | 10.0 | % | 11.2 | % | 4.8 | % | 13.2 | % | |||||||||||||||||||||||
General Insurance net premiums earned increased 6.0% for the quarter, 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.
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 | ||||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||||||||||
March 31: | |||||||||||||||||||||||||||||||||||||||||
2021 | 66.0 | 73.7 | 56.0 | 55.1 | 61.0 | 92.2 | 66.4 | ||||||||||||||||||||||||||||||||||
2022 | 63.9 | % | 70.1 | % | 62.5 | % | 59.2 | % | 54.1 | % | 58.6 | % | 65.6 | % | |||||||||||||||||||||||||||
The reported claim ratio for General Insurance improved in the quarter, inclusive of favorable reserve development from prior periods and a lower current period claim provision, attributable to several years of premium rate increases, underwriting actions, and a shift in the line of coverage mix.
Sales and General Expenses |
The first quarter expense ratio was elevated compared to the same quarter last year, generally reflecting the shift in line of coverage mix, and an increase in employee costs, including the timing of certain benefit accruals. 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 claim ratios. The combination of recent year's growth in lines such as financial indemnity and property, and a decline in workers' compensation has contributed to a overall lower current period claim ratio and higher expense ratio.
32
Title Insurance |
Summary Operating Results |
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
Net premiums and fees earned | $ | 998.9 | $ | 967.7 | 3.2 | % | |||||||||||
Claim costs | 29.3 | 29.2 | 0.3 | ||||||||||||||
Sales and general expenses | 899.6 | 844.8 | 6.5 | ||||||||||||||
Segment pretax operating income (loss) | $ | 80.9 | $ | 103.7 | -21.9 | % | |||||||||||
Claim ratio | 2.9 | % | 3.0 | % | |||||||||||||
Expense ratio | 90.0 | 87.3 | |||||||||||||||
Combined ratio | 92.9 | % | 90.3 | % |
Premiums & Fees |
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
Title 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 | |||||||||
Quarters Ended March 31: | |||||||||||
2021 | 23.1 | 76.9 | |||||||||
2022 | 19.6 | % | 80.4 | % |
Title Insurance net premiums and fees earned grew by 3.2% in the quarter. Agency revenues continued to increase over the prior period although at a lower rate than in recent quarters. Revenue from direct production channels declined in the quarter, and we expect both directly produced and agency produced revenues to be lower throughout the year when compared to prior year periods. Increases in mortgage interest rates significantly reduced refinance activity in the quarter and likely will for the remainder of the year. Purchase order levels were in line with the prior period and continue to benefit from strong housing prices. Ongoing increases in mortgage interest rates may affect purchase activity through the remainder of the year.
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 and were relatively flat for the quarter.
Sales and General Expenses |
The first quarter Title Insurance expense ratio was elevated compared to the same quarter last year, generally reflecting the combination of lower directly produced revenues that carry higher fixed expenses, along with a greater proportion of agency produced revenues that have a higher overall expense ratio.
33
RFIG Run-off |
Summary Operating Results |
Quarters Ended March 31, | |||||||||||||||||
2022 | 2021 | % Change | |||||||||||||||
Net premiums earned | $ | 6.5 | $ | 9.2 | -29.0 | % | |||||||||||
Claim costs | (4.2) | 4.3 | N/M | ||||||||||||||
MI pretax operating income (loss) | $ | 9.7 | $ | 4.9 | 97.0 | % | |||||||||||
Claim ratio | -64.8 | % | 46.5 | % | |||||||||||||
Expense ratio | 46.8 | 34.5 | |||||||||||||||
Combined ratio | -18.0 | % | 81.0 | % |
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 |
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 | ||||||||||||
Quarters Ended March 31: | ||||||||||||||
2021 | 9.2 | 76.3 | ||||||||||||
2022 | $ | 6.5 | 74.7 | % | ||||||||||
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 | ||||||||||||||
As of March 31: | |||||||||||||||||
2021 | 1,706.4 | 162.2 | 1,868.6 | ||||||||||||||
2022 | $ | 1,264.3 | $ | 133.9 | $ | 1,398.3 |
The results of RFIG Run-off reflect the continuing drop in net earned premiums in line with the declining risk in force.
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Benefits and Claims |
Certain mortgage guaranty average claims 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 | |||||||||
Quarter Ended March 31: | |||||||||||
2021 | 50,991 | 14.0 | |||||||||
2022 | $ | 46,176 | 12.2 | % | |||||||
__________
(a) Amounts are in whole dollars.
Claim costs reflect significantly fewer newly reported delinquencies along with improving trends in cure rates, influenced by a relatively strong economy and real estate market.
FINANCIAL POSITION |
The Company's financial position at March 31, 2022 reflected increases in assets and liabilities of .5% and 1.5%, respectively, and a decrease in common shareholders' equity of 2.1% when compared to the immediately preceding year-end. Cash and invested assets represented 66.3% and 67.3% of consolidated assets as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, the invested asset base, cash and accrued investment income decreased by .9% to $16,664.3.
Investment Portfolio |
During the first three months of 2022 and 2021, the Company committed the majority of investable funds to short to intermediate-term fixed income 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 March 31, 2022 and December 31, 2021, 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 zero or 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 March 31, 2022, the Company had no fixed income investments in default as to principal and/or interest.
Short-term 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 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
35
value of securities are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a separate component of the statement of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed 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): | |||||||||||
March 31, | December 31, | ||||||||||
2022 | 2021 | ||||||||||
Aaa | 24.5 | % | 25.1 | % | |||||||
Aa | 11.8 | 12.3 | |||||||||
A | 32.9 | 31.9 | |||||||||
Baa | 28.6 | 28.5 | |||||||||
Total investment grade | 97.8 | 97.8 | |||||||||
All other (b) | 2.2 | 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.
(b) "All other" includes non-investment grade or non-rated issuers.
Gross Unrealized Losses Stratified by Industry Concentration for Non-Investment Grade Fixed Income Securities | |||||||||||||||||||||||
March 31, 2022 | Amortized Cost | Gross Unrealized Losses | |||||||||||||||||||||
Fixed Income Securities by Industry Concentration: | |||||||||||||||||||||||
Industrial | $ | 31.0 | $ | 2.0 | |||||||||||||||||||
Basic Industry | 24.2 | 1.1 | |||||||||||||||||||||
Consumer Durables | 20.2 | .9 | |||||||||||||||||||||
Other (includes 3 industry groups) | 33.7 | .3 | |||||||||||||||||||||
Total | $ | 109.2 | (c) | $ | 4.6 |
__________
(c) Represents 1.0% of the total fixed income securities portfolio.
Gross Unrealized Losses Stratified by Industry Concentration for Investment Grade Fixed Income Securities | |||||||||||||||||||||||
March 31, 2022 | Amortized Cost | Gross Unrealized Losses | |||||||||||||||||||||
Fixed Income Securities by Industry Concentration: | |||||||||||||||||||||||
Utilities | $ | 864.9 | $ | 48.9 | |||||||||||||||||||
U.S. Governments & Agencies | 1,608.2 | 37.2 | |||||||||||||||||||||
Industrial | 548.7 | 36.3 | |||||||||||||||||||||
Consumer Staples | 395.2 | 26.2 | |||||||||||||||||||||
Technology | 278.6 | 22.4 | |||||||||||||||||||||
Health Care | 289.8 | 22.4 | |||||||||||||||||||||
Financial | 402.5 | 20.7 | |||||||||||||||||||||
Retail | 231.4 | 18.6 | |||||||||||||||||||||
Other (includes 13 industry groups) | 1,811.7 | 91.5 | |||||||||||||||||||||
Total | $ | 6,431.5 | (d) | $ | 324.5 |
__________
(d) Represents 58.4% of the total fixed income securities portfolio.
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Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities | |||||||||||||||||||||||
March 31, 2022 | Cost | Gross Unrealized Losses | |||||||||||||||||||||
Equity Securities by Industry Concentration: | |||||||||||||||||||||||
Energy | $ | 65.8 | $ | 13.2 | |||||||||||||||||||
Retail | 39.5 | 7.5 | |||||||||||||||||||||
Basic Industry | 37.4 | 7.4 | |||||||||||||||||||||
Industrial | 103.2 | 6.9 | |||||||||||||||||||||
Other (includes 3 industry groups) | 115.3 | 6.8 | |||||||||||||||||||||
Total | $ | 361.4 | (e) | $ | 42.0 | (f) |
__________
(e) Represents 10.8% of the total equity securities portfolio.
(f) Represents 1.3% of the cost of the total equity securities portfolio, while gross unrealized gains represent 49.4% of the portfolio.
Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | ||||||||||||||||||||||||||||||||
Amortized Cost | Gross Unrealized Losses | |||||||||||||||||||||||||||||||
March 31, 2022 | All | Non- Investment Grade Only | All | Non- Investment Grade Only | ||||||||||||||||||||||||||||
Maturity Ranges: | ||||||||||||||||||||||||||||||||
Due in one year or less | $ | 227.4 | $ | — | $ | .7 | $ | — | ||||||||||||||||||||||||
Due after one year through five years | 2,628.5 | 50.6 | 50.0 | .1 | ||||||||||||||||||||||||||||
Due after five years through ten years | 3,640.6 | 58.5 | 275.2 | 4.4 | ||||||||||||||||||||||||||||
Due after ten years | 44.0 | — | 3.1 | — | ||||||||||||||||||||||||||||
Total | $ | 6,540.7 | $ | 109.2 | $ | 329.1 | $ | 4.6 |
Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | ||||||||||||||||||||||||||||||||||||||
Amount of Gross Unrealized Losses | ||||||||||||||||||||||||||||||||||||||
March 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 | $ | 159.4 | $ | — | $ | — | $ | 159.4 | ||||||||||||||||||||||||||||||
Seven to twelve months | 126.1 | — | — | 129.1 | ||||||||||||||||||||||||||||||||||
More than twelve months | 43.6 | — | — | 43.6 | ||||||||||||||||||||||||||||||||||
Total | $ | 329.1 | $ | — | $ | — | $ | 329.1 | ||||||||||||||||||||||||||||||
Number of Issues in Unrealized Loss Position: | ||||||||||||||||||||||||||||||||||||||
Fixed Income Securities: | ||||||||||||||||||||||||||||||||||||||
One to six months | 793 | — | — | 793 | ||||||||||||||||||||||||||||||||||
Seven to twelve months | 187 | — | — | 187 | ||||||||||||||||||||||||||||||||||
More than twelve months | 60 | — | — | 60 | ||||||||||||||||||||||||||||||||||
Total | 1,040 | — | — | 1,040 | (g) |
__________
(g) At March 31, 2022 the number of issues in an unrealized loss position represent 52.7% of the total number of such fixed income issues held by the Company.
The aging of issues with unrealized losses employs balance sheet date fair value comparisons with an issue's cost. The percentage reduction from such cost reflects the decline as of a specific point in time (March 31, 2022 in the
37
above table) and, accordingly, is not indicative of a security's value having been consistently below its cost at the percentages shown nor throughout the periods shown.
Age Distribution of Fixed Income Securities | |||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||
2022 | 2021 | ||||||||||||||||||||||
Maturity Ranges: | |||||||||||||||||||||||
Due in one year or less | 11.5 | % | 11.7 | % | |||||||||||||||||||
Due after one year through five years | 49.4 | 49.7 | |||||||||||||||||||||
Due after five years through ten years | 38.3 | 37.6 | |||||||||||||||||||||
Due after ten years through fifteen years | .7 | .9 | |||||||||||||||||||||
Due after fifteen years | .1 | .1 | |||||||||||||||||||||
Total | 100.0 | % | 100.0 | % | |||||||||||||||||||
Average Maturity in Years | 4.4 | 4.4 | |||||||||||||||||||||
Duration (h) | 4.0 | 4.0 |
___________
(h) Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 4.4 as of March 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 long-term fixed income investment portfolio of approximately 4.4%.
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. Based on December 31, 2021 statutory balances, 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 company subsidiaries.
Old Republic's total capitalization of $8,344.3 at March 31, 2022 consisted of debt of $1,594.2 and common shareholders' equity of $6,750.1. 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 period then ended. At March 31, 2022, the Company's consolidated debt to equity ratio was 23.6%.
Old Republic has paid a cash dividend without interruption since 1942 (81 years), and it has raised the annual cash dividend payout 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.
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 $35.0 in the quarter ended March 31, 2022.
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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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. Further discussion of the Company's reinsurance programs can be found in Part 1 of the Company's 2021 Annual Report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES |
The Company's annual and interim financial statements incorporate a large number and types of estimates relative to matters which are highly uncertain at the time the estimates are made. The estimation process required of an insurance enterprise 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.
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 in the Company's 2021 Annual Report on Form 10-K.
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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 the Company's 2021 Form 10-K Annual Report filing to the Securities and Exchange Commission, which 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.
40
OLD REPUBLIC INTERNATIONAL CORPORATION
Item 3 - Quantitative and Qualitative Disclosure About Market Risk |
Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates and commodity prices. Old Republic's primary market risks consist of interest rate risk associated with investments in fixed income and equity price risk associated with investments in equity securities. The Company has no material foreign exchange or commodity risk.
Old Republic's market risk exposures at March 31, 2022, have not materially changed from those identified in the Company's 2021 Annual Report on Form 10-K.
Item 4 - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's principal executive officer and its principal financial officer have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective for the above referenced evaluation period.
Changes in Internal Control
During the three month period ended March 31, 2022, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
41
OLD REPUBLIC INTERNATIONAL CORPORATION | ||
FORM 10-Q | ||
PART II - OTHER INFORMATION | ||
Item 1 - Legal Proceedings
The information contained in Note 8 "Commitments and Contingent Liabilities" of the Notes to Consolidated Financial Statements filed as Part 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A - Risk Factors
There have been no material changes with respect to the risk factors disclosed in the Company's 2021 Annual report on Form 10-K.
Item 6 - Exhibits
(a) Exhibits
31.1 | Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as | |||||||
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
31.2 | Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as | |||||||
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
32.1 | Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title | |||||||
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
32.2 | Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title | |||||||
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
101.INS | XBRL Instance Document - The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
101.SCH | XBRL Taxonomy Extension Schema | |||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase | |||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Old Republic International Corporation | |||||||||||
(Registrant) | |||||||||||
Date: | May 6, 2022 | ||||||||||
/s/ Frank J. Sodaro | |||||||||||
Frank J. Sodaro Senior Vice President, Chief Financial Officer, and Principal Accounting Officer |
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EXHIBIT INDEX
Exhibit | ||||||||
No. | Description | |||||||
101.INS | XBRL Instance Document - The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
101.SCH | XBRL Taxonomy Extension Schema | |||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase | |||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
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