OLD REPUBLIC INTERNATIONAL CORP
10-Qs and 10-Ks
PROXIES
| UNITED STATES | |||||
| SECURITIES AND EXCHANGE COMMISSION | |||||
| Washington, D. C. 20549 | |||||
| FORM |
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Quarterly report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934 | |||||||
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Transition report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934 | |||||||
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| (Exact name of registrant as specified in its charter) | ||
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| (State or other jurisdiction of | (IRS Employer Identification No.) | |||||||
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| (Address of principal executive office) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code:
312
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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 | ||||||||||||
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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
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No:
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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
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No:
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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.
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
Yes:
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No:
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The number of shares of the Registrant's Common Stock outstanding at
March 31, 2025
was
247,163,589
.
There are 44 pages in this report
| OLD REPUBLIC INTERNATIONAL CORPORATION | ||||||||
| Report on Form 10-Q / March 31, 2025 | ||||||||
| INDEX | ||||||||
| PAGE NO. | ||||||||
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PART I - FINANCIAL INFORMATION:
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ITEM 1 -
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CONSOLIDATED BALANCE SHEETS | 3 | ||||||
| CONSOLIDATED STATEMENTS OF INCOME | 4 | |||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 5 | |||||||
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CONSOLIDATED STATEMENTS OF EQUITY
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6 | |||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 7 | |||||||
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
8 - 19
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ITEM 2 -
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MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
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20 - 39
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ITEM 3 -
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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | 40 | ||||||
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ITEM 4 -
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CONTROLS AND PROCEDURES | 40 | ||||||
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PART II - OTHER INFORMATION:
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ITEM 1 -
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LEGAL PROCEEDINGS
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41 | ||||||
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ITEM 1A -
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RISK FACTORS
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41 | ||||||
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ITEM 2 -
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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41 | ||||||
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ITEM 5 -
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OTHER INFORMATION
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41 | ||||||
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ITEM 6 -
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EXHIBITS
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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, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Assets | ||||||||||||||
| Investments: | ||||||||||||||
| Fixed income securities (at fair value) (amortized cost: $12,192.5 and $12,175.9) | $ |
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$ |
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| Equity securities (at fair value) (cost: $1,442.6 and $1,410.7) |
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| Short-term investments (at fair value which approximates cost) |
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| Other investments |
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Total investments
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| Cash |
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| Accrued investment income |
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| Accounts and notes receivable |
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| Federal income tax recoverable: Current |
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| Reinsurance balances and funds held |
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| Reinsurance recoverable: Paid loss and loss adjustment expenses |
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| Loss and loss adjustment expense reserves |
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Unearned premium and policy reserves
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| Deferred policy acquisition costs |
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| Other assets |
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Total assets
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$ |
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$ |
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Liabilities and Equity
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| Liabilities: | ||||||||||||||
| Policy liabilities: | ||||||||||||||
| Loss and loss adjustment expense reserves | $ |
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$ |
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| Unearned premiums |
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| Other policyholders' benefits and funds held |
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| Total policy liabilities |
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| Commissions, expenses, fees, and taxes |
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| Reinsurance balances and funds held |
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| Federal income tax payable: Current |
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| Federal income tax: Deferred |
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| Debt |
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| Other liabilities |
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Total liabilities
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Equity:
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Shareholders' Equity:
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Preferred stock
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($0.01 par value; 75,000,000 shares authorized; none issued) |
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| Common stock ($1.00 par value; 500,000,000 shares authorized; 248,450,289 and 248,817,316 shares issued) (Class B - $1.00 par value; 100,000,000 shares authorized; none issued) |
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| Additional paid-in capital |
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| Retained earnings |
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Accumulated other comprehensive income (loss)
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(
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| Unallocated 401(k) plan shares (at cost) |
(
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(
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| Treasury stock (at cost) (1,286,700 and - shares) |
(
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Total shareholders' equity
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Noncontrolling interests
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Total equity
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Total liabilities and equity
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$ |
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$ |
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See accompanying Notes to Consolidated Financial Statements.
3
| Old Republic International Corporation and Subsidiaries | |||||||||||
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Consolidated Statements of Income
(Unaudited)
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| ($ in Millions, Except Share Data) | |||||||||||
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues: | |||||||||||
| Net premiums earned | $ |
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$ |
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| Title, escrow, and other fees |
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| Total premiums and fees |
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| Net investment income |
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| Other income |
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| Total operating revenues |
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| Net investment gains (losses): | |||||||||||
| Realized from actual transactions and impairments |
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| Unrealized from changes in fair value of | |||||||||||
| equity securities |
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Total net investment gains
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| Total revenues |
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| Expenses: | |||||||||||
| Loss and loss adjustment expenses |
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| Dividends to policyholders |
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| Underwriting, acquisition, and other expenses |
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| Interest and other charges |
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| Total expenses |
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Income before income taxes
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Income Taxes:
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| Current |
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| Deferred |
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| Total |
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Net Income:
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Total net income
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Net income attributable to noncontrolling interests
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Net Income to Shareholders
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$ |
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$ |
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Net Income Per Share:
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| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Average shares outstanding: Basic |
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| Diluted |
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See accompanying Notes to Consolidated Financial Statements.
4
| Old Republic International Corporation and Subsidiaries | |||||||||||
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Consolidated Statements of Comprehensive Income (
Unaudited
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| ($ in Millions) | |||||||||||
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
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Total Net Income As Reported
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$ |
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$ |
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| Other comprehensive income (loss): | |||||||||||
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Unrealized gains (losses) on investments:
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| Unrealized gains (losses) before reclassifications |
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(
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Amounts reclassified as realized investment
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| losses in the statements of income |
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Pretax unrealized gains (losses) on investments
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(
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| Deferred income taxes (credits) |
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Net unrealized gains (losses) on investments
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| Foreign currency translation adjustment and other |
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| Total other comprehensive income (loss) |
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(
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Total Comprehensive Income
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Comprehensive income attributable to noncontrolling interests
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Comprehensive Income to Shareholders
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$ |
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$ |
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See accompanying Notes to Consolidated Financial Statements.
5
| Old Republic International Corporation and Subsidiaries | |||||||||||
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Consolidated Statements of Equity (
Unaudited
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| ($ in Millions) | |||||||||||
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Preferred Stock: | |||||||||||
| Balance, beginning and end of period | $ |
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$ |
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| Common Stock: | |||||||||||
| Balance, beginning of period | $ |
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$ |
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| Dividend reinvestment plan |
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| Stock-based compensation |
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| Treasury stock restored to unissued status |
(
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(
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| Balance, end of period | $ |
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$ |
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| Additional Paid-in Capital: | |||||||||||
| Balance, beginning of period | $ |
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$ |
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| Dividend reinvestment plan |
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| Stock-based compensation |
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| 401(k) plan shares released |
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| Treasury stock restored to unissued status |
(
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(
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| Balance, end of period | $ |
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$ |
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| Retained Earnings: | |||||||||||
| Balance, beginning of period | $ |
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$ |
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Net income to shareholders
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Dividends on common shares
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(
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(
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| Treasury stock restored to unissued status |
(
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Other changes
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| Balance, end of period | $ |
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$ |
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| Accumulated Other Comprehensive Income (Loss): | |||||||||||
| Balance, beginning of period | $ |
(
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$ |
(
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| Net unrealized gains (losses) on securities, net of tax |
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(
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| Foreign currency translation adjustment and other |
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(
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| Balance, end of period | $ |
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$ |
(
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| Unallocated 401(k) Plan Shares: | |||||||||||
| Balance, beginning of period | $ |
(
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$ |
(
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| 401(k) plan shares released |
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| Balance, end of period | $ |
(
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$ |
(
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| Treasury Stock: | |||||||||||
| Balance, beginning of period | $ |
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$ |
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Common stock repurchases
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(
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(
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| Restored to unissued status |
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Other changes
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(
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| Balance, end of period | $ |
(
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$ |
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Noncontrolling Interests:
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| Balance, beginning of period | $ |
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$ |
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Net income attributable to noncontrolling interests
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Net effect of changes in ownership and other
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| Balance, end of period | $ |
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$ |
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See accompanying Notes to Consolidated Financial Statements.
6
| Old Republic International Corporation and Subsidiaries | ||||||||||||||
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Consolidated Statements of Cash Flows
(Unaudited)
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| ($ in Millions) | ||||||||||||||
| Quarters Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
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Total net income
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$ |
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$ |
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| Adjustments to reconcile net income to | ||||||||||||||
| net cash provided by operating activities: | ||||||||||||||
| Deferred policy acquisition costs |
(
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(
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| Accounts and notes receivable |
(
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(
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| Loss and loss adjustment expense reserves |
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| Unearned premiums and other policyholders' liabilities |
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| Federal income taxes |
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| Reinsurance balances and funds held |
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Realized investment gains from actual transactions and impairments
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(
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(
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Unrealized investment (gains) losses from changes in fair value
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| of equity securities |
(
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Other - net
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(
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(
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| Total |
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| Cash flows from investing activities: | ||||||||||||||
| Maturities and calls of fixed income securities |
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| Sales of: | ||||||||||||||
| Fixed income securities |
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| Equity securities |
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| Other investments |
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| Purchases of: | ||||||||||||||
| Fixed income securities |
(
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(
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| Equity securities |
(
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| Other investments |
(
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(
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Net (increase) decrease in short-term investments
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(
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| Other - net |
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(
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| Total |
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(
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| Cash flows from financing activities: | ||||||||||||||
| Issuance of debentures and notes |
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| Issuance of common shares |
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| Dividends on common shares |
(
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(
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| Repurchase of common stock |
(
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(
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| Other - net |
(
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(
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| Total |
(
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| Increase (decrease) in cash including balances classified as | ||||||||||||||
| held-for-sale: |
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(
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Increase in cash balances classified as held-for-sale
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| Cash, beginning of period |
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| Cash, end of period | $ |
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$ |
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| Supplemental cash flow information: | ||||||||||||||
| Cash paid during the period for: Interest | $ |
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$ |
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| Income taxes | $ |
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$ |
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See accompanying Notes to Consolidated Financial Statements.
7
| OLD REPUBLIC INTERNATIONAL CORPORATION | ||
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | ||
| ($ in Millions, Except Share Data) | ||
Old Republic International Corporation is a Chicago-based holding company 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 two segments: Specialty Insurance and Title Insurance. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of the Republic Financial Indemnity Group (RFIG) Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. Prior period amounts have been reclassified whenever appropriate to reflect the change in reportable segments. "Old Republic" or "the Company" refers to Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation, as the context requires.
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 (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 2024 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. Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.
Accounting Standards Pending Adoption
-
In December 2023, the FASB issued ASU No. 2023-09,
Improvements to Income Tax Disclosures
which will require further disaggregation of existing disclosures for the effective tax rate reconciliation and income taxes paid. More specifically, the amendments will require entities to disclose:
•
A tabular effective tax rate reconciliation, broken out into specific categories with certain reconciling items above a 5% threshold further broken out by nature and/or jurisdiction, and
•
Income taxes paid (net of refunds received), broken out between federal, state and foreign, and net amounts paid to an individual jurisdiction that exceed 5% of the total.
The requirements are effective for fiscal years beginning after December 15, 2024. The Company plans to adopt these annual disclosure-only requirements with the filing of its 2025 Annual Report on Form 10-K.
In November 2024, the FASB issued ASU No. 2024-03,
Disaggregation of Income Statement Expenses
which will require additional disclosure as to the nature of expenses included in the income statement. More specifically, the new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, such as employee compensation, depreciation, and intangible asset amortization. The guidance does not change the requirements for the presentation of expenses on the face of the income statement.
The requirements are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 and will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of this disclosure-only guidance
Investments
- The Company classifies its fixed income 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 fixed income portfolio is classified as available for sale as of
March 31, 2025
and December 31, 2024.
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 fixed income securities are reviewed at least once per quarter to assess whether a decline in fair value of a security 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
8
securities are credited to income on the ex-dividend date. At March 31, 2025, the Company and its subsidiaries did not have significant amounts of non-income producing 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 the 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 Specialty Insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related loss and loss adjustment 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) are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining Title Insurance 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 result in a three- to four-month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and loss reserve provisions.
Loss and Loss Adjustment Expense Reserves
- The establishment of loss reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims; continually evolving and changing legal theories from the judicial system; recurring accounting, statistical, and actuarial studies; the professional experience and expertise of the Company's claim departments' personnel, 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; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs due to all of these factors, and to the evolution, interpretation, and 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 light of emerging loss 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 losses in future years, may offset, in whole or in part, favorable or unfavorable loss developments for certain coverages such as workers' compensation, portions of which are written under loss sharing 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 losses incurred. However, no representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.
The Company's accounting policy regarding the establishment of loss reserve estimates is described in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2024 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 funded status of the Plan is recognized as a net pension asset or liability, as applicable, 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.
Additional Paid-in Capital
- Additional paid-in capital is comprised of the cumulative cash received by the Company in excess of the par value associated with shares issued, less the cumulative cash paid in excess of the par value of shares repurchased.
Treasury Stock
- Treasury stock represents the Company’s previously issued shares of stock which have been repurchased by the Company. These shares are accounted for at the cost at which they were acquired. Treasury stock is typically impacted by repurchases of shares under the Board of Directors approved share repurchase programs.
Common Share Repurchases
- Common shares acquired under share repurchase programs are generally retired, restoring them to authorized, unissued status. Repurchases of treasury stock above par value are first charged to additional paid-in capital, with any excess charged to retained earnings.
Variable Interest Entities
- A variable interest entity (VIE) is a legal entity that:
•
lacks sufficient equity at risk to finance its own activities without additional subordinated financial support, or
•
is structured such that equity investors do not have the ability to make significant decisions relating to the entity's operations through voting rights, or
•
do not substantively participate in the gains and losses of the entity.
9
The Company determines whether it is the primary beneficiary of a VIE subject to consolidation based on a qualitative assessment of:
•
the VIE’s capital structure, contractual terms, nature of operations and purpose,
•
the Company’s relative exposure to the related risks of the VIE, and
•
the breadth of the Company’s decision making ability and ability to influence activities that significantly affect the economic performance of the VIE.
Old Republic consolidates VIEs in which it is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE.
Noncontrolling Interests
- Noncontrolling interests represent the portions of equity not attributable, directly or indirectly, to a parent.
Note 2 -
Investments
The amortized cost and fair values by type and contractual maturity of fixed income securities are shown in the following tables. Expected maturities will differ from contractual maturities because 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 |
Fair
Value
|
||||||||||||||||||||
| Fixed Income Securities by Type: | |||||||||||||||||||||||
| March 31, 2025: | |||||||||||||||||||||||
| Government & Agency | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Municipal |
|
|
|
|
|||||||||||||||||||
| Corporate |
|
|
|
|
|||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||
| Government & Agency | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Municipal |
|
|
|
|
|||||||||||||||||||
| Corporate |
|
|
|
|
|||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||
|
Amortized
Cost |
Fair
Value
|
||||||||||
| Fixed Income Securities Stratified by Contractual Maturity at March 31, 2025: | |||||||||||
| Due in one year or less | $ |
|
$ |
|
|||||||
| Due after one year through five years |
|
|
|||||||||
| Due after five years through ten years |
|
|
|||||||||
| Due after ten years |
|
|
|||||||||
| $ |
|
$ |
|
||||||||
The following table reflects the Company's gross unrealized losses and fair value of fixed income securities, aggregated by category and length of time that individual securities have been in an unrealized loss position.
10
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
|
Fair
Value |
Unrealized Losses |
Fair
Value |
Unrealized Losses |
Fair
Value |
Unrealized Losses | ||||||||||||||||||||||||||||||
| March 31, 2025: | |||||||||||||||||||||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||||||||||||||||||||
| Government & Agency | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Municipal |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Corporate |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||||||||||||||||||||
| Government & Agency | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Municipal |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Corporate |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||
In the above tables, the unrealized losses on fixed income securities are deemed to reflect changes in the interest rate environment. As part of its assessment of credit losses, the Company considers whether it intends to sell or is more likely than not required to sell securities, principally in consideration of its asset and liability maturity matching objectives. No impairment losses were recorded in the first quarter of 2025 or 2024. The Company's allowance for credit losses was $
1.6
as of both March 31, 2025 and December 31, 2024.
The following table shows cost and fair value information for equity securities:
| Equity Securities | |||||||||||||||||||||||
|
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair
Value
|
||||||||||||||||||||
| March 31, 2025 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| December 31, 2024 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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.
The 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 nationally recognized independent pricing sources 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. Independent pricing sources obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and use 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 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, 2025 and December 31, 2024.
The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:
11
| Fair Value Measurements | ||||||||||||||||||||||||||
| As of March 31, 2025: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||||
| Government & Agency | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Municipal |
|
|
|
|
||||||||||||||||||||||
| Corporate |
|
|
|
|
||||||||||||||||||||||
| Equity securities |
|
|
|
|
||||||||||||||||||||||
| Short-term investments | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| As of December 31, 2024: | ||||||||||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||||
| Government & Agency | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Municipal |
|
|
|
|
||||||||||||||||||||||
| Corporate |
|
|
|
|
||||||||||||||||||||||
| Equity securities |
|
|
|
|
||||||||||||||||||||||
| Short-term investments | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
There were no transfers between Levels 1, 2, or 3 during the quarter ended March 31, 2025 or the year ended December 31, 2024.
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.
12
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
|
Net investment income:
|
|||||||||||
| Fixed income securities | $ |
|
$ |
|
|||||||
| Equity securities |
|
|
|||||||||
| Short-term investments |
|
|
|||||||||
|
Other investments (a)
|
|
|
|||||||||
| Gross investment income |
|
|
|||||||||
|
Investment expenses (a)
|
|
|
|||||||||
| Net investment income | $ |
|
$ |
|
|||||||
| Net investment gains (losses): | |||||||||||
| Realized from actual transactions: | |||||||||||
| Fixed income securities: | |||||||||||
| Gains | $ |
|
$ |
|
|||||||
| Losses |
(
|
(
|
|||||||||
| Net |
(
|
(
|
|||||||||
| Equity securities: | |||||||||||
| Gains |
|
|
|||||||||
| Losses |
(
|
|
|||||||||
| Net |
|
|
|||||||||
| Other investments, net |
(
|
|
|||||||||
| Total realized from actual transactions |
|
|
|||||||||
|
From impairments
|
|
(
|
|||||||||
| From unrealized changes in fair value of equity securities |
|
(
|
|||||||||
|
Total realized and unrealized investment gains
|
|
|
|||||||||
|
Current and deferred income taxes
|
|
|
|||||||||
|
Net of tax realized and unrealized investment gains
|
$ |
|
$ |
|
|||||||
| Changes in unrealized investment gains (losses) | |||||||||||
| reflected directly in shareholders' equity: | |||||||||||
| Fixed income securities | $ |
|
$ |
(
|
|||||||
|
Less: Deferred income taxes (credits)
|
|
(
|
|||||||||
|
|
(
|
||||||||||
| Other investments |
|
|
|||||||||
|
Less: Deferred income taxes
|
|
|
|||||||||
|
|
|
||||||||||
|
Net changes in unrealized investment gains (losses),
|
|||||||||||
| net of tax | $ |
|
$ |
(
|
|||||||
_________
(a) Includes interest on funds held.
For the quarter, changes in the fair value of equity securities still held at March 31, 2025 and 2024 were $
61.2
and $
182.9
, respectively.
13
Note 3 - Loss and Loss Adjustment Expenses
The following table shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Gross reserves at beginning of period | $ |
|
$ |
|
|||||||
|
Less: Reinsurance losses recoverable
|
|
|
|||||||||
| Net reserves at beginning of period: | |||||||||||
|
Specialty Insurance
|
|
|
|||||||||
| Title Insurance |
|
|
|||||||||
| Other |
|
|
|||||||||
|
Subtotal
|
|
|
|||||||||
| Incurred loss and loss adjustment expenses: | |||||||||||
| Provisions for insured events of the current year: | |||||||||||
|
Specialty Insurance
|
|
|
|||||||||
| Title Insurance |
|
|
|||||||||
| Other |
|
|
|||||||||
|
Subtotal
|
|
|
|||||||||
| Change in provision for insured events of prior years: | |||||||||||
|
Specialty Insurance
|
(
|
(
|
|||||||||
| Title Insurance |
(
|
(
|
|||||||||
| Other |
(
|
(
|
|||||||||
|
Subtotal
|
(
|
(
|
|||||||||
| Total incurred loss and loss adjustment expenses |
|
|
|||||||||
| Payments: | |||||||||||
| Loss and loss adjustment expenses attributable to | |||||||||||
| insured events of the current year: | |||||||||||
|
Specialty Insurance
|
|
|
|||||||||
| Title Insurance |
|
|
|||||||||
| Other |
|
|
|||||||||
|
Subtotal
|
|
|
|||||||||
| Loss and loss adjustment expenses attributable to | |||||||||||
| insured events of prior years: | |||||||||||
|
Specialty Insurance
|
|
|
|||||||||
| Title Insurance |
|
|
|||||||||
| Other |
|
|
|||||||||
|
Subtotal
|
|
|
|||||||||
| Total payments |
|
|
|||||||||
| Net reserves at end of period: | |||||||||||
|
Specialty Insurance
|
|
|
|||||||||
| Title Insurance |
|
|
|||||||||
| Other |
|
|
|||||||||
|
Subtotal
|
|
|
|||||||||
| Reinsurance losses recoverable |
|
|
|||||||||
|
Gross reserves at end of period
|
$ |
|
$ |
|
|||||||
The 2025 change in provision for insured events of prior years reflects favorable prior year loss reserve development for all groups shown. During the first quarter 2025, Specialty Insurance experienced net favorable development from accident years 2015 through 2021. This was partially offset by unfavorable development in 2023. Net favorable development came predominantly from workers' compensation, commercial auto, and property lines, with no lines experiencing significant amounts of unfavorable development. For Title Insurance, favorable development experienced during the first quarter 2025 occurred largely within the 2020 to 2022 years.
The 2024 change in provision for insured events of prior years reflects favorable prior year loss reserve development for all groups shown. During the first quarter 2024, Specialty Insurance experienced net favorable development predominantly from workers' compensation and commercial auto, mostly from accident years 2015 through 2020, partially offset by unfavorable development within general liability. Approximately half of the unfavorable development in general liability originated from very old accident years with the other half from 2015 through 2021.
14
For Title Insurance, favorable development experienced during the first quarter 2024 occurred largely within the 2019 to 2021 years.
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 statements of income. The Company is not currently under audit by the Internal Revenue Service (IRS) and 2021 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 net income available to common stockholders by the weighted-average number of common shares actually outstanding for the periods presented. Diluted earnings per share is similarly calculated with the inclusion of dilutive common stock equivalents.
The following table provides a reconciliation of net income and the number of shares used in basic and diluted earnings per share calculations.
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator: | |||||||||||
|
Net income to shareholders
|
$ |
|
$ |
|
|||||||
| Denominator: | |||||||||||
| Basic weighted-average shares (a) |
|
|
|||||||||
|
Effect of dilutive securities - stock-based
|
|||||||||||
| compensation awards |
|
|
|||||||||
| Diluted adjusted weighted-average shares (a) |
|
|
|||||||||
|
Earnings per share: Basic
|
$ |
|
$ |
|
|||||||
|
Diluted
|
$ |
|
$ |
|
|||||||
| Anti-dilutive common stock equivalents | |||||||||||
| excluded from earnings per share computations: | |||||||||||
|
Stock-based compensation awards
|
|
|
|||||||||
__________
(a) In calculating earnings per share, accounting standards require that common shares owned by the ORI 401(k) Plan that are unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all other common shares.
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 in the consolidated balance sheets.
The Company's credit allowance was comprised of $
22.0
related to reinsurance recoverables as of both March 31, 2025 and December 31, 2024, and $
31.8
and $
30.2
related to accounts and notes receivable as of March 31, 2025 and December 31, 2024, respectively.
The Company's evaluation of credit losses 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 fixed income securities.
15
Note 7 -
Debt
Consolidated debt of Old Republic and its subsidiaries is summarized below:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
|
Carrying
Amount |
Fair
Value |
Carrying
Amount |
Fair
Value |
|||||||||||||||||||||||
| Senior Notes: | ||||||||||||||||||||||||||
| 3.875% issued in 2016 and due 2026 | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| 5.750% issued in 2024 and due 2034 |
|
|
|
|
||||||||||||||||||||||
| 3.850% issued in 2021 and due 2051 |
|
|
|
|
||||||||||||||||||||||
| Total debt | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
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, all of which is classified within Level 2 of the fair value hierarchy described in Note 2.
Note 8 -
Common Stock Repurchases
Note 9 -
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, 2025, the Company had no material non-claim litigation exposures in its consolidated business.
Note 10 -
Segment Information
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
two
segments: Specialty Insurance and Title Insurance. The Company's reportable segments are strategic business units that offer different types of insurance that are managed separately because the nature of each varies from a customer, distribution, and economic perspective. The results of the RFIG Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. Prior period amounts have been reclassified whenever appropriate to reflect the change in reportable segments.
The Company does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals.
Specialty Insurance provides property and liability insurance primarily to commercial clients. Old Republic does not have a significant exposure in personal insurance coverages. Commercial auto is the largest type of coverage underwritten by Specialty Insurance, accounting for
41.9
% of the segment's net premiums earned in the first quarter 2025. The remaining premiums written by Specialty Insurance are derived largely from a wide variety of coverages, including workers' compensation, property, general liability, general aviation, directors' and officers' indemnity, fidelity and surety indemnities, and home and auto warranties.
Title Insurance consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policies insure against losses arising out of defects, liens, and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy.
The accounting policies of the Specialty Insurance and Title Insurance segments are the same as those described in the summary of significant accounting policies in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2024 Annual Report on Form 10-K. Inter-segment income and expense, if any, is eliminated. Income taxes are calculated on the basis of the taxable income of the individual entities within each segment.
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 net investment gains (losses). Under GAAP, however, net income, inclusive of net investment gains (losses), is the measure of total profitability.
In management's opinion, the focus on income excluding net investment gains (losses), also described herein as operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the
16
business. 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. Furthermore, as described in more detail below, management considers the underwriting income component of segment operating income (alternatively measured via combined ratio results) to be the primary performance measure of the insurance operations within each segment.
The Company's chief operating decision maker (CODM) is its Chief Executive Officer. The CODM assesses performance for the Specialty Insurance and Title Insurance segments based primarily on underwriting results, as measured by each segment's combined ratio. The combined ratio measures the Company's overall profitability from its underwriting activities and is derived by dividing loss and loss adjustment expenses, dividends to policyholders and underwriting, acquisition and other expenses by total premiums and fees earned in the tables that follow.
The combined ratio is utilized to perform benchmarking analysis with respect to the Company’s internally set objectives as well as its peer group and competitors. The CODM considers these analyses to determine whether to deploy more capital to fund growth within the segments, or conversely, deploy less capital to focus on underwriting profitability improvements. Furthermore, the combined ratio is a significant component in the establishment of management’s incentive compensation.
The contributions of Old Republic's reportable segments to consolidated totals are shown in the following tables.
| Quarter Ended March 31, 2025: | Specialty Insurance |
Title Insurance
|
Corporate & Other
|
Consolidation Elimination Adjustments (a)
|
Total
|
|||||||||||||||||||||||||||
|
Revenues:
|
||||||||||||||||||||||||||||||||
|
Net premiums written
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
|
Net premiums earned
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Title, escrow, and other fees
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total premiums and fees
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Other income
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Expenses (b):
|
||||||||||||||||||||||||||||||||
|
Loss and loss adjustment expenses
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Dividends to policyholders
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Underwriting, acquisition, and other expenses:
|
||||||||||||||||||||||||||||||||
|
Commissions
|
|
|
(
|
|
|
|||||||||||||||||||||||||||
|
Insurance taxes, licenses, and fees
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Subtotal
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
General expenses
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total underwriting, acquisition, and
|
||||||||||||||||||||||||||||||||
|
other expenses
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Segment underwriting income (loss)
|
|
(
|
(
|
|
|
|||||||||||||||||||||||||||
|
Add: Net investment income
|
|
|
|
(
|
|
|||||||||||||||||||||||||||
|
Less: Interest and other charges (a)
|
|
|
|
(
|
|
|||||||||||||||||||||||||||
|
Segment pretax operating income
|
|
|
(
|
|
|
|||||||||||||||||||||||||||
|
Income taxes (credits) on above
|
|
|
(
|
|
|
|||||||||||||||||||||||||||
|
Net income excluding investment gains (losses)
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|
|||||||||||||||||||||||
|
Consolidated pretax investment gains:
|
||||||||||||||||||||||||||||||||
|
Realized from actual transactions and
|
||||||||||||||||||||||||||||||||
|
impairments
|
|
|||||||||||||||||||||||||||||||
|
Unrealized from changes in fair value of
|
||||||||||||||||||||||||||||||||
|
equity securities
|
|
|||||||||||||||||||||||||||||||
|
Income taxes on above
|
|
|||||||||||||||||||||||||||||||
|
Net of tax investment gains
|
|
|||||||||||||||||||||||||||||||
|
Total net income
|
|
|||||||||||||||||||||||||||||||
|
Net income attributable to noncontrolling interests
|
|
|||||||||||||||||||||||||||||||
|
Net income to shareholders
|
$ |
|
||||||||||||||||||||||||||||||
|
Segment and consolidated combined ratio
|
|
% |
|
% |
|
% | ||||||||||||||||||||||||||
17
__________
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
| Quarter Ended March 31, 2024: | Specialty Insurance |
Title Insurance
|
Corporate & Other
|
Consolidation Elimination Adjustments (a)
|
Total
|
|||||||||||||||||||||||||||
|
Revenues:
|
||||||||||||||||||||||||||||||||
|
Net premiums written
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
|
Net premiums earned
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Title, escrow, and other fees
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total premiums and fees
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Other income
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Expenses (b):
|
||||||||||||||||||||||||||||||||
|
Loss and loss adjustment expenses
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Dividends to policyholders
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Underwriting, acquisition, and other expenses:
|
||||||||||||||||||||||||||||||||
|
Commissions
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Insurance taxes, licenses, and fees
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Subtotal
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
General expenses
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total underwriting, acquisition, and
|
||||||||||||||||||||||||||||||||
|
other expenses
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Segment underwriting income (loss)
|
|
(
|
(
|
|
|
|||||||||||||||||||||||||||
|
Add: Net investment income
|
|
|
|
(
|
|
|||||||||||||||||||||||||||
|
Less: Interest and other charges (a)
|
|
(
|
|
(
|
|
|||||||||||||||||||||||||||
|
Segment pretax operating income
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Income taxes (credits) on above
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net income excluding investment gains (losses)
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|||||||||||||||||||||||
|
Consolidated pretax investment gains (losses):
|
||||||||||||||||||||||||||||||||
|
Realized from actual transactions and
|
||||||||||||||||||||||||||||||||
|
impairments
|
|
|||||||||||||||||||||||||||||||
|
Unrealized from changes in fair value of
|
||||||||||||||||||||||||||||||||
|
equity securities
|
(
|
|||||||||||||||||||||||||||||||
|
Income taxes on above
|
|
|||||||||||||||||||||||||||||||
|
Net of tax investment gains
|
|
|||||||||||||||||||||||||||||||
|
Total net income
|
|
|||||||||||||||||||||||||||||||
|
Net income attributable to noncontrolling interests
|
|
|||||||||||||||||||||||||||||||
|
Net income to shareholders
|
$ |
|
||||||||||||||||||||||||||||||
|
Segment and consolidated combined ratio
|
|
% |
|
% |
|
% | ||||||||||||||||||||||||||
__________
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
18
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Consolidated Assets: | |||||||||||
|
Specialty Insurance
|
$ |
|
$ |
|
|||||||
| Title Insurance |
|
|
|||||||||
|
Total assets of Company segments
|
|
|
|||||||||
|
Corporate & Other (a)
|
|
|
|||||||||
|
Consolidation elimination adjustments (b)
|
(
|
(
|
|||||||||
| Consolidated assets | $ |
|
$ |
|
|||||||
(a) Includes a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries.
Note 11 -
Subsequent Events
The Company evaluated subsequent events through the date the consolidated financial statements were issued. No subsequent events were identified that require adjustment or disclosure to the consolidated financial statements.
19
OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Quarters Ended March 31, 2025 and 2024
($ 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, its subsidiaries, and any variable interest entities that meet the requirements for consolidation (collectively, "Old Republic", "ORI", or "the Company"). The Company conducts its operations through a number of regulated insurance company subsidiaries organized into two segments: Specialty Insurance and Title Insurance. The Republic Financial Indemnity Group (RFIG) Run-off business through the effective date of its sale of May 31, 2024 and a small life and accident insurance business together accounting for 0.2% of consolidated operating revenues for the quarter ended March 31, 2025, and 0.4% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.
The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). As a publicly held company, Old Republic utilizes GAAP to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). From time to time the FASB and the SEC issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
As a state regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices generally reflect greater conservatism and comparability among insurers and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of Federal income taxes payable currently among ORI's tax-consolidated entities, and the upstreaming of dividends and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2024 Annual Report on Form 10-K.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation.
In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
This management analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.
20
| EXECUTIVE SUMMARY | ||
Commentary within this Executive Summary provides management’s high level overview. For additional detail on these trends refer to the detailed management analysis that follows.
Old Republic International Corporation reported the following consolidated results for the first quarter 2025:
•
Net income to shareholders (net income) of $245.0, compared to $316.7 last year.
•
Net operating income (net income excluding investment gains) of $201.7, an increase of 9.2%.
•
Net operating income per diluted share of $0.81, compared to $0.67 last year, an increase of 20.9%.
•
Consolidated net premiums and fees earned of over $1.8 billion, an increase of 12.1%.
•
Net investment income of $170.7, an increase of 4.0%.
•
Consolidated combined ratio of 93.7%, compared to 94.3% last year.
•
Favorable loss reserve development of 2.6 points, compared to 2.3 points last year.
•
Total capital returned to shareholders of $93.
•
Book value per share of $24.19, which inclusive of dividends declared was up 7.2% since year-end 2024.
| OVERALL RESULTS | ||||||||||||||||||||
| Quarters Ended March 31, | ||||||||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||||||||
| Net income | $ | 245.0 | $ | 316.7 | ||||||||||||||||
| Net of tax investment gains | 43.2 | 132.0 | ||||||||||||||||||
| Net income excluding investment gains | $ | 201.7 | $ | 184.7 | 9.2 | % | ||||||||||||||
| Combined ratio | 93.7 | % | 94.3 | % | ||||||||||||||||
| PER DILUTED SHARE | ||||||||||||||||||||
| Quarters Ended March 31, | ||||||||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||||||||
| Net income | $ | 0.98 | $ | 1.15 | ||||||||||||||||
| Net of tax investment gains | 0.17 | 0.48 | ||||||||||||||||||
| Net income excluding investment gains | $ | 0.81 | $ | 0.67 | 20.9 | % | ||||||||||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | ||||||||||||||||||||
| Mar. 31, | Dec. 31, | |||||||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||||||||
| Total | $ | 5,917.5 | $ | 5,618.9 | 5.3 | % | ||||||||||||||
| Per common share | $ | 24.19 | $ | 22.84 | 5.9 | % | ||||||||||||||
21
Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the insurance underwriting subsidiaries' obligations. Therefore, the evaluation of periodic and long-term results excludes consideration of total net investment gains (losses). Under Generally Accepted Accounting Principles (GAAP), however, net income, inclusive of total net investment gains (losses), is the measure of total profitability.
In management's opinion, the focus on income excluding investment gains (losses), also described herein as operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.
| FINANCIAL HIGHLIGHTS | |||||||||||||||||
| Quarters Ended March 31, | |||||||||||||||||
| SUMMARY INCOME STATEMENTS: | 2025 | 2024 | % Change | ||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums and fees earned | $ | 1,841.0 | $ | 1,642.7 | 12.1 | % | |||||||||||
| Net investment income | 170.7 | 164.1 | 4.0 | ||||||||||||||
| Other income | 47.2 | 41.9 | 12.6 | ||||||||||||||
| Total operating revenues | 2,059.0 | 1,848.8 | 11.4 | ||||||||||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 37.4 | 180.4 | |||||||||||||||
| Unrealized from changes in fair value of equity securities | 17.6 | (13.3) | |||||||||||||||
| Total net investment gains | 55.0 | 167.1 | |||||||||||||||
| Total revenues | 2,114.0 | 2,015.9 | |||||||||||||||
| Operating expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | 777.7 | 697.4 | 11.5 | ||||||||||||||
| Underwriting, acquisition, and other expenses | 1,010.7 | 903.3 | 11.9 | ||||||||||||||
| Interest and other expenses | 17.8 | 16.4 | 8.3 | ||||||||||||||
| Total expenses | 1,806.3 | 1,617.2 | 11.7 | % | |||||||||||||
| Pretax income | 307.7 | 398.7 | |||||||||||||||
| Income taxes | 61.6 | 81.9 | |||||||||||||||
| Total net income | 246.1 | 316.7 | |||||||||||||||
| Net income attributable to noncontrolling interests | 1.1 | — | |||||||||||||||
| Net income to shareholders | $ | 245.0 | $ | 316.7 | |||||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||
| Components of net income per share: | |||||||||||||||||
| Basic net income excluding investment gains (losses) | $ | 0.83 | $ | 0.68 | 22.1 | % | |||||||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains | 0.12 | 0.53 | |||||||||||||||
| Unrealized from changes in fair value of equity securities | 0.06 | (0.04) | |||||||||||||||
| Basic net income | $ | 1.01 | $ | 1.17 | |||||||||||||
| Diluted net income excluding investment gains (losses) | $ | 0.81 | $ | 0.67 | 20.9 | % | |||||||||||
| Net investment gains (losses): | |||||||||||||||||
| Realized investment gains | 0.12 | 0.52 | |||||||||||||||
| Unrealized from changes in fair value of equity securities | 0.05 | (0.04) | |||||||||||||||
| Diluted net income | $ | 0.98 | $ | 1.15 | |||||||||||||
| Cash dividends declared on common stock | $ | 0.290 | $ | 0.265 | |||||||||||||
22
The information presented in the following table highlights the most meaningful indicators of Old Republic's segmented and consolidated financial performance. The information underscores the performance of the Company's insurance underwriting subsidiaries, as well as the sound investment of their capital and underwriting cash flows.
| Sources of Consolidated Income | |||||||||||||||||
| Quarters Ended March 31, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| Net premiums and fees earned: | |||||||||||||||||
| Specialty Insurance | $ | 1,233.6 | $ | 1,091.6 | 13.0 | % | |||||||||||
| Title Insurance | 605.1 | 545.4 | 10.9 | ||||||||||||||
| Corporate & Other | 2.2 | 5.5 | (58.8) | ||||||||||||||
| Consolidated | $ | 1,841.0 | $ | 1,642.7 | 12.1 | % | |||||||||||
| Underwriting income (loss): (a) | |||||||||||||||||
| Specialty Insurance | $ | 126.1 | $ | 105.8 | 19.2 | % | |||||||||||
| Title Insurance | (12.2) | (13.5) | 9.4 | ||||||||||||||
| Corporate & Other | (14.0) | (8.4) | (66.9) | ||||||||||||||
| Consolidated | $ | 99.8 | $ | 83.8 | 19.0 | % | |||||||||||
| Consolidated combined ratio: | |||||||||||||||||
| Loss ratio: | |||||||||||||||||
| Current year | 44.8 | % | 44.8 | % | |||||||||||||
| Prior years | (2.6) | (2.3) | |||||||||||||||
| Total | 42.2 | 42.5 | |||||||||||||||
| Expense ratio | 51.5 | 51.8 | |||||||||||||||
| Combined ratio | 93.7 | % | 94.3 | % | |||||||||||||
| Net investment income: | |||||||||||||||||
| Specialty Insurance | $ | 150.0 | $ | 131.1 | 14.4 | % | |||||||||||
| Title Insurance | 16.7 | 15.7 | 6.6 | ||||||||||||||
| Corporate & Other | 3.9 | 17.3 | (77.3) | ||||||||||||||
| Consolidated | $ | 170.7 | $ | 164.1 | 4.0 | % | |||||||||||
| Interest and other expenses (income): | |||||||||||||||||
| Specialty Insurance | $ | 16.0 | $ | 16.5 | |||||||||||||
| Title Insurance | 0.1 | (0.1) | |||||||||||||||
| Corporate & Other (b) | 1.6 | 0.1 | |||||||||||||||
| Consolidated | $ | 17.8 | $ | 16.4 | 8.3 | % | |||||||||||
| Pretax income excluding investment gains (losses): | |||||||||||||||||
| Specialty Insurance | $ | 260.1 | $ | 220.4 | 18.0 | % | |||||||||||
| Title Insurance | 4.3 | 2.3 | 84.4 | ||||||||||||||
| Corporate & Other | (11.8) | 8.8 | N/M | ||||||||||||||
| Consolidated | 252.7 | 231.5 | 9.1 | % | |||||||||||||
| Income taxes | 49.8 | 46.8 | |||||||||||||||
| Net income excluding investment gains (losses) | 202.8 | 184.7 | 9.8 | % | |||||||||||||
| Consolidated pretax investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | 37.4 | 180.4 | |||||||||||||||
| Unrealized from changes in fair value of equity securities | 17.6 | (13.3) | |||||||||||||||
| Total | 55.0 | 167.1 | |||||||||||||||
| Income taxes | 11.7 | 35.1 | |||||||||||||||
| Net of tax investment gains | 43.2 | 132.0 | |||||||||||||||
| Total net income | 246.1 | 316.7 | |||||||||||||||
| Net income attributable to noncontrolling interests | 1.1 | — | |||||||||||||||
| Net income to shareholders | $ | 245.0 | $ | 316.7 | |||||||||||||
(
a) Includes related services.
(b) Includes consolidation/elimination entries.
23
|
Specialty Insurance Segment Operating Results
|
||
| Quarters Ended March 31, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| Net premiums written | $ | 1,272.0 | $ | 1,157.1 | 9.9 | % | |||||||||||
| Net premiums earned | 1,233.6 | 1,091.6 | 13.0 | ||||||||||||||
| Net investment income | 150.0 | 131.1 | 14.4 | ||||||||||||||
| Other income | 47.1 | 41.7 | 12.8 | ||||||||||||||
| Operating revenues | 1,430.7 | 1,264.5 | 13.1 | ||||||||||||||
| Loss and loss adjustment expenses | 761.0 | 684.2 | 11.2 | ||||||||||||||
| Underwriting, acquisition, and other expenses | 393.5 | 343.3 | 14.6 | ||||||||||||||
| Interest and other expenses | 16.0 | 16.5 | (3.0) | ||||||||||||||
| Operating expenses | 1,170.6 | 1,044.1 | 12.1 | ||||||||||||||
| Segment pretax operating income | $ | 260.1 | $ | 220.4 | 18.0 | % | |||||||||||
| Loss ratio: | |||||||||||||||||
| Current year | 65.0 | % | 65.2 | % | |||||||||||||
| Prior years | (3.3) | (2.5) | |||||||||||||||
| Total | 61.7 | 62.7 | |||||||||||||||
| Expense ratio | 28.1 | 27.6 | |||||||||||||||
| Combined ratio | 89.8 | % | 90.3 | % | |||||||||||||
Specialty Insurance net premiums earned increased 13.0% for the quarter driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including contributions from new insurance underwriting subsidiaries. Premium growth was most pronounced within commercial auto, property, general liability, and to a lesser extent, workers' compensation. Canadian coverages (travel, accident & health, and trucking), along with public directors and officers (D&O) and transactional risk premiums, declined in the quarter, largely due to market and economic conditions. Commercial auto, general liability, and property continued to achieve strong rate increases, while rates declined in public D&O, workers' compensation, and aviation.
The net investment income increase was primarily driven by higher investment yields earned, along with contributions from a higher invested asset base.
Overall, the 2025 loss ratio for Specialty Insurance reflects higher levels of favorable prior year loss reserve development coming predominately from workers' compensation, commercial auto, and property coverages, with no lines experiencing significant amounts of unfavorable development. The current year loss ratio remained relatively consistent with the first quarter of last year. The expense ratios are in line with expectations and generally reflect higher personnel expenses, increased costs to start-up new underwriting subsidiaries, and investments in information technology, partially offset by the benefit of scale from continued earned premium growth.
Together, these factors produced a profitable combined ratio and strong pretax operating income for the quarter. For Specialty Insurance, we target combined ratios between 90% and 95% over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly given the long claim payment patterns associated with the business.
24
| Title Insurance Segment Operating Results | ||
| Quarters Ended March 31, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| Net premiums and fees earned | $ | 605.1 | $ | 545.4 | 10.9 | % | |||||||||||
| Net investment income | 16.7 | 15.7 | 6.6 | ||||||||||||||
| Other income | 0.1 | 0.1 | (19.9) | ||||||||||||||
| Operating revenues | 622.0 | 561.3 | 10.8 | ||||||||||||||
| Loss and loss adjustment expenses | 16.0 | 12.1 | 32.4 | ||||||||||||||
| Underwriting, acquisition, and other expenses | 601.4 | 546.9 | 10.0 | ||||||||||||||
| Interest and other expenses (income) | 0.1 | (0.1) | N/M | ||||||||||||||
| Operating expenses | 617.6 | 558.9 | 10.5 | ||||||||||||||
| Segment pretax operating income | $ | 4.3 | $ | 2.3 | 84.4 | % | |||||||||||
| Loss ratio: | |||||||||||||||||
| Current year | 3.5 | % | 3.4 | % | |||||||||||||
| Prior years | (0.8) | (1.2) | |||||||||||||||
| Total | 2.7 | 2.2 | |||||||||||||||
| Expense ratio | 99.4 | 100.3 | |||||||||||||||
| Combined ratio | 102.1 | % | 102.5 | % | |||||||||||||
Title Insurance net premiums and fees earned increased by 10.9% for the quarter, with growth in agency produced revenues of 12% and directly produced revenues of 6%. Commercial premiums were up 27%, while residential premiums increased 11%. Commercial premiums represented nearly 24% of net premiums earned compared to 21% in the first quarter of last year. Fee revenues in direct operations decreased as a result of the previously announced sale of certain technology platforms, which also had the effect of reducing related expenses.
Net investment income increased, reflecting higher investment yields earned on a relatively flat invested asset base.
The Title Insurance loss ratio increased due primarily to a lower level of favorable prior year loss reserve development than experienced in 2024. The expense ratio improved as a result of expense management and s
cale.
Together, these factors produced higher pretax operating income for the quarter.
25
| Corporate & Other Operating Results | ||
| Quarters Ended March 31, | ||||||||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||||||||
| Net premiums earned | $ | 2.2 | $ | 5.5 | (58.8) | % | ||||||||||||||
| Net investment income (a) | 3.9 | 17.3 | (77.3) | |||||||||||||||||
| Operating revenues | 6.2 | 22.9 | (72.9) | |||||||||||||||||
| Operating expenses | 18.0 | 14.0 | 27.9 | % | ||||||||||||||||
| Corporate & Other pretax operating income (loss) | $ | (11.8) | $ | 8.8 | N/M | |||||||||||||||
(a) Net of elimination entries.
Corporate & Other includes a small life and accident insurance business, the RFIG Run-off business through the date of its sale of May 31, 2024, the parent holding company, and several internal corporate services subsidiaries. Corporate & Other tends to produce highly variable results stemming from volatility inherent in the lack of scale. Net investment income for the quarter was significantly impacted by a lower invested asset base due to the return of capital to shareholders, including the January 2025 special cash dividend payment, and the sale of the RFIG Run-off business. The increase in corporate operating expenses was driven by higher personnel costs.
| Summary Consolidated Balance Sheet | ||
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets: | |||||||||||
| Fixed income securities (at fair value) | $ | 12,248.1 | $ | 12,091.5 | |||||||
| Equity securities (at fair value) | 2,592.5 | 2,540.7 | |||||||||
| Short-term investments (at fair value which approximates cost) | 1,036.4 | 1,403.7 | |||||||||
| Other investments | 11.5 | 42.8 | |||||||||
| Cash | 263.7 | 201.9 | |||||||||
| Accrued investment income | 122.5 | 127.9 | |||||||||
| Accounts and notes receivable | 2,654.7 | 2,471.6 | |||||||||
| Federal income tax recoverable: Current | — | 13.8 | |||||||||
| Reinsurance balances and funds held | 373.8 | 423.1 | |||||||||
| Reinsurance recoverable | 7,134.7 | 6,914.1 | |||||||||
| Deferred policy acquisition costs | 555.7 | 531.3 | |||||||||
| Other assets | 1,033.9 | 1,080.2 | |||||||||
| Total assets | $ | 28,028.1 | $ | 27,843.1 | |||||||
| Liabilities and Equity: | |||||||||||
| Loss and loss adjustment expense reserves | $ | 13,950.9 | $ | 13,727.7 | |||||||
| Unearned premiums | 3,658.6 | 3,505.4 | |||||||||
| Other policyholders' benefits and funds held | 175.3 | 174.0 | |||||||||
| Commissions, expenses, fees, and taxes | 486.9 | 547.5 | |||||||||
| Reinsurance balances and funds held | 1,462.7 | 1,409.8 | |||||||||
| Federal income tax payable: Current | 28.5 | — | |||||||||
| Federal income tax: Deferred | 174.5 | 129.1 | |||||||||
| Debt | 1,589.0 | 1,588.7 | |||||||||
| Other liabilities | 557.7 | 1,141.6 | |||||||||
| Total liabilities | 22,084.5 | 22,224.1 | |||||||||
| Total equity | 5,943.5 | 5,618.9 | |||||||||
| Total liabilities and equity | $ | 28,028.1 | $ | 27,843.1 | |||||||
| Composition of shareholders' equity per share: | ||||||||||||||||||||
| Equity before items below | $ | 20.46 | $ | 19.65 | ||||||||||||||||
| Unrealized investment gains (losses) and other | ||||||||||||||||||||
| accumulated comprehensive income (loss) | 3.73 | 3.19 | ||||||||||||||||||
| Total | $ | 24.19 | $ | 22.84 | ||||||||||||||||
26
|
Investments
|
||
As of March 31, 2025, the consolidated investment portfolio reflected an allocation of approximately 84% to fixed income securities (bonds and notes) and short-term investments, and 16% to equity securities (common stock). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits among the insurance underwriting subsidiaries. The fixed income portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities of the fixed income securities are matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
Old Republic’s investment portfolio is focused on ensuring solid funding of the insurance underwriting subsidiaries' obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. Old Republic performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the Company's financial strength.
| Shareholders' Equity Per Share | ||
Changes in shareholders' equity per share are reflected in the following table. As shown, these changes resulted mostly from net operating income, realized and unrealized investment gains (losses), and dividends to shareholders declared during the year.
| Quarters Ended Mar. 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Beginning balance | $ | 22.84 | $ | 23.31 | |||||||
| Changes in shareholders' equity: | |||||||||||
| Net income excluding net investment gains | 0.83 | 0.68 | |||||||||
| Net of tax realized investment gains | 0.12 | 0.53 | |||||||||
| Net of tax unrealized investment gains (losses): | |||||||||||
| Fixed income securities | 0.46 | (0.25) | |||||||||
| Equity securities | 0.06 | (0.04) | |||||||||
| Total net of tax realized and unrealized investment gains | 0.64 | 0.24 | |||||||||
| Cash dividends declared | (0.290) | (0.265) | |||||||||
| Other - net | 0.17 | (0.14) | |||||||||
| Net change | 1.35 | 0.52 | |||||||||
| Ending balance | $ | 24.19 | $ | 23.83 | |||||||
| Change for the period | 5.9 | % | 2.2 | % | |||||||
| Change for the period, inclusive of cash dividends declared | 7.2 | % | 3.4 | % | |||||||
Total capital returned to shareholders during the quarter was $93, comprised of $68 in dividends, and $25 in share repurchases.
27
| DETAILED MANAGEMENT ANALYSIS | ||
This section of the Management Analysis of Financial Position and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.
| RESULTS OF OPERATIONS | ||
| Consolidated Overview | ||
| Premiums & Fees | ||
The major sources of Old Republic's consolidated net earned premiums and fees for the periods shown were as follows:
| Net Earned Premiums and Fees | |||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Specialty Insurance
|
$ | 1,233.6 | $ | 1,091.6 | $ | 4,677.0 | $ | 4,119.2 | $ | 3,808.6 | |||||||||||||||||||
|
Title Insurance
|
605.1 | 545.4 | 2,619.1 | 2,562.8 | 3,833.8 | ||||||||||||||||||||||||
|
Corporate & Other
|
2.2 | 5.5 | 14.6 | 25.6 | 32.9 | ||||||||||||||||||||||||
|
Total
|
$ | 1,841.0 | $ | 1,642.7 | $ | 7,310.8 | $ | 6,707.7 | $ | 7,675.3 | |||||||||||||||||||
|
Percentage change from prior period
|
12.1 | % | 5.6 | % | 9.0 | % | (12.6) | % | (4.1) | % | |||||||||||||||||||
Consolidated net premiums and fees earned increased 12.1% for the first quarter 2025 resulting from strong growth in both Specialty Insurance and Title Insurance. For the first quarter 2024, consolidated net premiums and fees earned were up 5.6% resulting from double digit growth in Specialty Insurance partially offset by a decline in Title Insurance.
| Net Investment Income | ||
The following tables reflect the invested asset bases as of the indicated dates, the investment income earned, and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets.
|
Invested Assets at Book Value
|
Fair
Value Adjust- ment |
Invested Assets at Fair
Value
|
|||||||||||||||||||||||||||||||||
|
Specialty Insurance
|
Title Insurance
|
Corporate
& Other |
Total | ||||||||||||||||||||||||||||||||
| As of December 31: | |||||||||||||||||||||||||||||||||||
| 2023 | $ | 12,030.5 | $ | 1,350.2 | $ | 1,463.8 | $ | 14,844.5 | $ | 1,023.1 | $ | 15,867.7 | |||||||||||||||||||||||
| 2024 | 12,489.8 | 1,334.2 | 1,211.1 | 15,035.1 | 1,043.8 | 16,079.0 | |||||||||||||||||||||||||||||
| As of March 31: | |||||||||||||||||||||||||||||||||||
| 2024 | 12,063.8 | 1,376.3 | 1,960.1 | 15,400.2 | 924.2 | 16,324.5 | |||||||||||||||||||||||||||||
| 2025 | $ | 12,592.4 | $ | 1,327.6 | $ | 763.0 | $ | 14,683.2 | $ | 1,205.5 | $ | 15,888.7 | |||||||||||||||||||||||
| Net Investment Income | Yield at | ||||||||||||||||||||||||||||||||||
|
Specialty Insurance
|
Title Insurance
|
Corporate
& Other |
Total |
Book Value
|
Fair
Value |
||||||||||||||||||||||||||||||
| Years Ended | |||||||||||||||||||||||||||||||||||
| December 31: | |||||||||||||||||||||||||||||||||||
| 2022 | $ | 358.0 | $ | 47.9 | $ | 53.5 | $ | 459.5 | 3.07 | % | 2.83 | % | |||||||||||||||||||||||
| 2023 | 462.7 | 57.0 | 58.5 | 578.3 | 3.82 | 3.62 | |||||||||||||||||||||||||||||
| 2024 | 546.5 | 63.2 | 63.3 | 673.1 | 4.47 | 4.18 | |||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||||||||
| March 31: | |||||||||||||||||||||||||||||||||||
| 2024 | 131.1 | 15.7 | 17.3 | 164.1 | 4.28 | 4.02 | |||||||||||||||||||||||||||||
| 2025 | $ | 150.0 | $ | 16.7 | $ | 3.9 | $ | 170.7 | 4.60 | % | 4.27 | % | |||||||||||||||||||||||
28
Net investment income increased 4.0% for the first quarter 2025, driven by higher investment yields, partially offset by a lower invested asset base from returning excess capital during the quarter. Net investment income increased 19.1% in the first quarter 2024, driven by higher investment yields. Prior periods presented were also favorably impacted by the interest rate environment.
| Loss and Loss Adjustment Expenses | ||
Total loss costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years' claim occurrences at each balance sheet date.
The following table shows a breakdown of gross and net of reinsurance loss reserve estimates for major types of insurance coverages as of March 31, 2025 and December 31, 2024:
| Loss and Loss Adjustment Expense Reserves | ||||||||||||||||||||||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Gross | Net | Gross | Net | |||||||||||||||||||||||||||||
| Workers' compensation | $ | 4,640.1 | $ | 2,647.0 | $ | 4,653.0 | $ | 2,604.5 | ||||||||||||||||||||||||
|
Commercial auto
|
4,446.6 | 2,032.3 | 4,288.6 | 1,993.2 | ||||||||||||||||||||||||||||
| General liability | 1,805.5 | 846.1 | 1,763.5 | 817.0 | ||||||||||||||||||||||||||||
|
Financial indemnity
|
936.8 | 717.5 | 926.6 | 715.2 | ||||||||||||||||||||||||||||
| Other coverages | 1,230.6 | 896.8 | 1,206.1 | 903.2 | ||||||||||||||||||||||||||||
| Unallocated loss adjustment expense reserves | 315.6 | 315.6 | 308.1 | 308.1 | ||||||||||||||||||||||||||||
|
Total Specialty Insurance reserves
|
13,375.5 | 7,455.6 | 13,146.2 | 7,341.5 | ||||||||||||||||||||||||||||
|
Title Insurance
|
568.1 | 568.1 | 572.7 | 572.7 | ||||||||||||||||||||||||||||
| Life and accident | 7.2 | 5.3 | 8.8 | 6.4 | ||||||||||||||||||||||||||||
|
Total loss and loss adjustment expense reserves
|
$ | 13,950.9 | $ | 8,029.0 | $ | 13,727.7 | $ | 7,920.6 | ||||||||||||||||||||||||
| Asbestosis and environmental loss reserves included | ||||||||||||||||||||||||||||||||
|
in the above Specialty Insurance reserves:
|
||||||||||||||||||||||||||||||||
| Amount | $ | 165.5 | $ | 105.6 | $ | 167.6 | $ | 106.5 | ||||||||||||||||||||||||
|
% of total Specialty Insurance reserves
|
1.2 | % | 1.4 | % | 1.3 | % | 1.5 | % | ||||||||||||||||||||||||
A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 3 of the Notes to Consolidated Financial Statements.
The percentage of net loss and loss adjustment expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Specialty Insurance
|
61.7 | % | 62.7 | % | 64.1 | % | 62.0 | % | 62.1 | % | |||||||||||||||||||
|
Title Insurance
|
2.7 | 2.2 | 1.8 | 1.9 | 2.3 | ||||||||||||||||||||||||
| Consolidated loss ratio | 42.2 | % | 42.5 | % | 41.7 | % | 38.7 | % | 31.8 | % | |||||||||||||||||||
| Reconciliation of consolidated loss ratio: | |||||||||||||||||||||||||||||
| Provision for insured events of the current year | 44.8 | % | 44.8 | % | 43.9 | % | 43.3 | % | 35.5 | % | |||||||||||||||||||
| Change in provision for insured events of prior years: | |||||||||||||||||||||||||||||
|
Net favorable development
|
(2.6) | (2.3) | (2.2) | (4.6) | (3.7) | ||||||||||||||||||||||||
| Consolidated loss ratio | 42.2 | % | 42.5 | % | 41.7 | % | 38.7 | % | 31.8 | % | |||||||||||||||||||
The Company's reserve for loss and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including incurred but not reported (IBNR). The establishment of loss reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. Consequently, reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs and the resulting changes in estimates are recorded in operations of the periods during which they are made.
The consolidated loss and loss adjustment expense ratios for the periods presented above are reflective of the shift in mix with Specialty Insurance contributing more to the total in more recent periods. The 2025 current year loss ratio remained consistent with the first quarter of last year. Favorable prior year loss reserve development for
29
Specialty Insurance increased while Title Insurance decreased, resulting in a net favorable increase in the first quarter 2025 compared to the first quarter 2024.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial position, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in the Company's 2024 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 reportable segment and in consolidation for the periods shown:
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Specialty Insurance
|
28.1 | % | 27.6 | % | 28.1 | % | 28.2 | % | 27.4 | % | |||||||||||||||||||
|
Title Insurance
|
99.4 | 100.3 | 95.2 | 95.2 | 90.9 | ||||||||||||||||||||||||
|
Consolidated
|
51.5 | % | 51.8 | % | 52.2 | % | 53.9 | % | 59.2 | % | |||||||||||||||||||
Variations in the Company's consolidated expense ratios generally reflect a continually changing mix of coverages sold and costs of producing business. To a significant degree, expense ratios for both the Specialty and Title Insurance segments are reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income and can fluctuate with line of coverage mix. General operating expenses are routinely subject to timing as well as investments in business expansion and information technology. The consolidated expense ratios for the periods presented in the table above are reflective of the shift in mix with Specialty Insurance contributing more to the total in more recent periods. The ratios also reflect the benefit from scale, offset by higher personnel expenses, increased costs incurred to start-up new underwriting subsidiaries, and investments in information technology.
| Combined Ratios | ||
The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Specialty Insurance
|
89.8 | % | 90.3 | % | 92.2 | % | 90.2 | % | 89.5 | % | |||||||||||||||||||
|
Title Insurance
|
102.1 | 102.5 | 97.0 | 97.1 | 93.2 | ||||||||||||||||||||||||
|
Consolidated
|
93.7 | % | 94.3 | % | 93.9 | % | 92.6 | % | 91.0 | % | |||||||||||||||||||
| Net Investment Gains (Losses) | ||
The Company's investment policies are designed to produce a stable source of income from interest and dividends, support the protection of capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.
The following table reflects the composition of net investment gains or losses for the periods shown.
30
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Realized investment gains (losses)
|
|||||||||||||||||||||||||||||
|
from actual transactions:
|
|||||||||||||||||||||||||||||
| Fixed income | $ | (1.0) | $ | (15.3) | $ | (112.1) | $ | (180.7) | $ | (187.6) | |||||||||||||||||||
| Equity securities and other | 38.4 | 198.8 | 206.5 | 165.5 | 373.3 | ||||||||||||||||||||||||
| Total | 37.4 | 183.4 | 94.3 | (15.2) | 185.7 | ||||||||||||||||||||||||
|
Impairment losses
|
— | (3.0) | (5.4) | (51.8) | (123.5) | ||||||||||||||||||||||||
| Unrealized gains (losses) from | |||||||||||||||||||||||||||||
|
changes in fair value of equity
|
|||||||||||||||||||||||||||||
| securities | 17.6 | (13.3) | (18.9) | (123.9) | (263.4) | ||||||||||||||||||||||||
| Total investment gains (losses) | $ | 55.0 | $ | 167.1 | $ | 69.9 | $ | (190.9) | $ | (201.1) | |||||||||||||||||||
Dispositions of fixed income securities from scheduled maturities and early calls were 71.9% and 64.4% of total fixed income dispositions occurring in the first quarter 2025 and 2024, respectively. Realized gain (loss) activity in 2025 was related to the sale of fixed income securities to fund the Company's return of capital through share repurchases and a special dividend. Realized gain (loss) activity in 2024 was the result of portfolio management, as well as tax planning and interest rate environment considerations. Sales activity within the fixed income portfolio over the last few years allowed the Company to increase its book yield on that portfolio quicker than anticipated, taking full advantage of the current interest rate environment, in a tax efficient manner.
The 2023 full year impairment charge primarily reflects an estimated loss on the then pending sale of the RFIG Run-off mortgage insurance business, and to a lesser extent, impairment losses recorded on fixed income securities that the Company intended to and subsequently disposed of to facilitate certain structural changes to a deferred compensation plan, as well as a small credit loss.
During 2022, the Company rebalanced the investment portfolio by reducing equity security holdings and increasing fixed income holdings as reinvestment rates began to materially improve. Additionally, 2022 includes investment impairment charges of $123.5 on fixed income securities, which management intended to and subsequently disposed of during the year, driven primarily by tax planning considerations.
| Income Taxes | ||
The effective consolidated income tax rate was 20.0%
in the first quarter 2025, compared to 20.5% in the first quarter 2024. The rates for each period reflect primarily the varying proportions of pretax operating income derived from partially tax preferred investment income (principally tax-exempt interest and dividend income).
31
| Segment Overview | ||
|
Specialty Insurance
|
||
| Summary Operating Results | ||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Revenues:
|
|||||||||||||||||||||||||||||
|
Net premiums written
|
$ | 1,272.0 | $ | 1,157.1 | $ | 5,030.5 | $ | 4,356.3 | $ | 3,978.2 | |||||||||||||||||||
| Net premiums earned | 1,233.6 | 1,091.6 | 4,677.0 | 4,119.2 | 3,808.6 | ||||||||||||||||||||||||
|
Other income
|
47.1 | 41.7 | 177.0 | 162.2 | 148.9 | ||||||||||||||||||||||||
|
Expenses:
|
|||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | 755.5 | 681.4 | 2,975.6 | 2,536.7 | 2,352.0 | ||||||||||||||||||||||||
|
Dividends to policyholders
|
5.5 | 2.8 | 23.5 | 16.5 | 12.5 | ||||||||||||||||||||||||
|
Underwriting, acquisition, and
|
|||||||||||||||||||||||||||||
|
other expenses:
|
|||||||||||||||||||||||||||||
|
Commissions
|
139.6 | 114.5 | 546.8 | 465.3 | 435.1 | ||||||||||||||||||||||||
|
Insurance taxes, licenses,
|
|||||||||||||||||||||||||||||
|
and fees
|
42.7 | 37.7 | 172.7 | 159.8 | 161.1 | ||||||||||||||||||||||||
|
Subtotal
|
182.3 | 152.2 | 719.6 | 625.2 | 596.2 | ||||||||||||||||||||||||
|
General expenses
|
211.2 | 191.0 | 771.1 | 697.0 | 595.7 | ||||||||||||||||||||||||
|
Total underwriting, acquisition,
|
|||||||||||||||||||||||||||||
|
and other expenses
|
393.5 | 343.3 | 1,490.8 | 1,322.2 | 1,192.0 | ||||||||||||||||||||||||
|
Segment underwriting income
|
$ | 126.1 | $ | 105.8 | $ | 364.0 | $ | 406.0 | $ | 400.9 | |||||||||||||||||||
| Loss ratio: | |||||||||||||||||||||||||||||
| Current year | 65.0 | % | 65.2 | % | 66.4 | % | 67.7 | % | 67.2 | % | |||||||||||||||||||
| Prior years | (3.3) | (2.5) | (2.3) | (5.7) | (5.1) | ||||||||||||||||||||||||
| Total | 61.7 | 62.7 | 64.1 | 62.0 | 62.1 | ||||||||||||||||||||||||
| Expense ratio | 28.1 | 27.6 | 28.1 | 28.2 | 27.4 | ||||||||||||||||||||||||
| Combined ratio | 89.8 | % | 90.3 | % | 92.2 | % | 90.2 | % | 89.5 | % | |||||||||||||||||||
Specialty Insurance continued to produce growth and profitability, reflecting the success of the Company’s specialty strategy and operational excellence initiatives. Growth included increasing contributions from new specialty underwriting subsidiaries.
| Premiums & Fees | ||
The percentage of net earned premiums for major insurance coverages in the Specialty Insurance segment was as follows:
|
Specialty Insurance Net Earned Premiums by Type of Coverage
|
|||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Commercial auto
|
41.9 | % | 41.9 | % | 41.9 | % | 41.0 | % | 39.5 | % | |||||||||||||||||||
|
Workers' compensation
|
17.5 | 17.9 | 17.9 | 19.5 | 21.3 | ||||||||||||||||||||||||
| Property | 13.4 | 12.4 | 12.8 | 11.5 | 9.8 | ||||||||||||||||||||||||
|
General liability
|
8.1 | 7.2 | 7.8 | 6.1 | 5.2 | ||||||||||||||||||||||||
| Financial indemnity | 7.3 | 7.7 | 6.9 | 8.4 | 10.3 | ||||||||||||||||||||||||
| Home and auto warranty | 6.6 | 6.9 | 6.7 | 7.6 | 8.7 | ||||||||||||||||||||||||
|
Other coverages
|
5.2 | % | 6.0 | % | 6.0 | % | 5.9 | % | 5.2 | % | |||||||||||||||||||
32
Specialty Insurance net premiums earned increased 13.0% for the first quarter 2025, driven by a combination of premium rate increases on most lines of coverage, strong renewal retention ratios, and increasing premium production from new insurance underwriting subsidiaries. Premium growth was most pronounced within commercial auto, property, and general liability, and to a lesser extent, workers' compensation. Canadian coverages (travel, accident & health, and trucking), along with public directors and officers (D&O) and transactional risk premiums, declined in the quarter, largely due to market and economic conditions. Commercial auto, general liability, and property continued to achieve strong rate increases, while rates declined in public D&O, workers' compensation, and aviation.
Specialty Insurance net premiums earned increased 13.1% for the first quarter 2024, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including contributions from recently established underwriting subsidiaries. Premium growth occurred across most lines of coverage, but was most pronounced within commercial auto, property, and general liability. There were small declines in public D&O (included within financial indemnity) and home warranty, largely reflecting market conditions. While commercial auto, general liability, and property continued to achieve strong rate increases, rate declines continued in public D&O and workers' compensation.
| Loss and Loss Adjustment Expenses | ||
The percentage of net loss and loss adjustment expenses measured against premiums earned by major types of insurance coverage were as follows:
|
Specialty Insurance Loss Ratios by Type of Coverage
|
|||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Commercial auto
|
70.3 | % | 71.9 | % | 72.4 | % | 71.5 | % | 66.6 | % | |||||||||||||||||||
|
Workers' compensation
|
58.7 | 47.0 | 48.0 | 41.4 | 45.9 | ||||||||||||||||||||||||
| Property | 49.3 | 59.3 | 53.2 | 61.0 | 65.4 | ||||||||||||||||||||||||
| Financial indemnity | 51.5 | 48.7 | 63.9 | 48.2 | 67.0 | ||||||||||||||||||||||||
|
General liability
|
60.4 | 74.1 | 72.9 | 76.0 | 71.6 | ||||||||||||||||||||||||
| Home and auto warranty | 51.0 | 56.9 | 58.2 | 65.5 | 66.9 | ||||||||||||||||||||||||
|
Other coverages
|
63.9 | 62.9 | 73.1 | 65.9 | 60.4 | ||||||||||||||||||||||||
| All coverages | 61.7 | % | 62.7 | % | 64.1 | % | 62.0 | % | 62.1 | % | |||||||||||||||||||
Overall, the loss ratios for Specialty Insurance in the first quarter 2025 were within expectations. Favorable prior year loss reserve development increased slightly for the quarter but remained lower than the historically high levels experienced in 2023 and 2022.
Net favorable reserve development in the quarter came primarily from:
•
workers’ compensation (favorable development predominantly from accident years 2015-2020, partially offset by unfavorable development from accident years 2014 and 2022-2023);
•
commercial auto (favorable development predominantly from accident years 2017-2022, partially offset by unfavorable development from 2013 and 2023); and
•
property, which includes commercial multi-peril (favorable development predominantly from accident years 2019, 2022 and 2023).
No single line experienced significant amounts of unfavorable development.
| Sales and General Expenses | ||
The reported expense ratio for the current period is in line with expectations and generally reflects higher personnel expenses, increased costs to start-up new underwriting subsidiaries, and investments in information technology, partially offset by the benefit of scale from continued earned premium growth.
33
| Title Insurance | ||
| Summary Operating Results | ||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
|
Revenues:
|
|||||||||||||||||||||||||||||
|
Net premiums earned
|
$ | 546.9 | $ | 477.3 | $ | 2,334.6 | $ | 2,300.9 | $ | 3,500.6 | |||||||||||||||||||
|
Title, escrow, and other fees
|
58.1 | 68.0 | 284.4 | 261.8 | 333.2 | ||||||||||||||||||||||||
|
Total premiums and fees
|
605.1 | 545.4 | 2,619.1 | 2,562.8 | 3,833.8 | ||||||||||||||||||||||||
|
Other income
|
0.1 | 0.1 | 0.6 | 0.7 | 0.9 | ||||||||||||||||||||||||
|
Expenses:
|
|||||||||||||||||||||||||||||
|
Loss and loss adjustment expenses
|
16.0 | 12.1 | 46.1 | 48.7 | 89.1 | ||||||||||||||||||||||||
|
Underwriting, acquisition, and
|
|||||||||||||||||||||||||||||
|
other expenses:
|
|||||||||||||||||||||||||||||
|
Commissions
|
376.4 | 332.9 | 1,601.2 | 1,608.1 | 2,464.8 | ||||||||||||||||||||||||
|
Insurance taxes, licenses,
|
|||||||||||||||||||||||||||||
|
and fees
|
8.9 | 7.8 | 37.5 | 18.7 | 73.5 | ||||||||||||||||||||||||
|
Subtotal
|
385.4 | 340.7 | 1,638.7 | 1,626.8 | 2,538.3 | ||||||||||||||||||||||||
|
General expenses
|
215.9 | 206.2 | 855.1 | 812.4 | 945.8 | ||||||||||||||||||||||||
|
Total underwriting, acquisition,
|
|||||||||||||||||||||||||||||
|
and other expenses
|
601.4 | 546.9 | 2,493.8 | 2,439.3 | 3,484.2 | ||||||||||||||||||||||||
|
Segment underwriting income
|
$ | (12.2) | $ | (13.5) | $ | 79.7 | $ | 75.4 | $ | 261.3 | |||||||||||||||||||
|
Loss ratio (a):
|
|||||||||||||||||||||||||||||
| Current year | 3.5 | % | 3.4 | % | 3.4 | % | 3.7 | % | 3.6 | % | |||||||||||||||||||
| Prior years | (0.8) | (1.2) | (1.6) | (1.8) | (1.3) | ||||||||||||||||||||||||
| Total | 2.7 | 2.2 | 1.8 | 1.9 | 2.3 | ||||||||||||||||||||||||
| Expense ratio | 99.4 | 100.3 | 95.2 | 95.2 | 90.9 | ||||||||||||||||||||||||
| Combined ratio | 102.1 | % | 102.5 | % | 97.0 | % | 97.1 | % | 93.2 | % | |||||||||||||||||||
__________
(a) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.
Title Insurance improved compared to last year, however, elevated combined ratios reflect difficult market conditions and the seasonal nature of this business.
| Premiums & Fees | ||
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | |||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
| Direct Operations | 22.1 | % | 23.0 | % | 23.0 | % | 21.0 | % | 19.5 | % | |||||||||||||||||||
| Independent Title Agents | 77.9 | % | 77.0 | % | 77.0 | % | 79.0 | % | 80.5 | % | |||||||||||||||||||
Title Insurance net premiums and fees earned increased by 10.9% for the first quarter 2025, with growth in agency produced revenues of 12% and directly produced revenues of 6%. Commercial premiums were up 27% while residential premiums increased 11%. Commercial premiums represented approximately 24% of net premiums earned in the first quarter 2025 compared to 21% in the first quarter 2024. Fee revenues in direct operations decreased as a result of the previously announced sale of certain technology platforms, which also has the effect of reducing related expenses.
Title Insurance net premiums and fees earned decreased 6.5% for the first quarter 2024. Agency produced revenues, which are reported on a lag relative to directly produced revenues, declined due to a continued drop in
34
mortgage originations attributable to higher mortgage interest rates. Conversely, directly produced revenues increased slightly in the first quarter 2024.
| Loss and Loss Adjustment Expenses | ||
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. The reported loss ratio for Title Insurance in the first quarter 2025 reflects a lower level of favorable prior year loss reserve development than experienced in 2024. The reported loss ratio for the first quarter 2024 reflected consistent levels of favorable prior year reserve development and a decline in the current year loss ratio driven primarily by changes in the business mix with higher levels of fees earned.
| Sales and General Expenses | ||
The expense ratio for the first quarter 2025 improved as a result of expense management and scale.
| FINANCIAL POSITION | ||
The Company's financial position at March 31, 2025 reflects increases in assets and shareholders' equity of 0.7% and 5.3%, respectively, and a decrease in liabilities of 0.6%, when compared to the immediately preceding year-end. Cash and invested assets represented 58.1% and 58.9% of consolidated assets as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, the cash and invested asset base decreased by 0.8% to $16,275.1.
| Investment Portfolio | ||
Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both March 31, 2025 and December 31, 2024, nearly all of the Company's investments consisted of marketable securities. The investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds, or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. At March 31, 2025, the Company had no fixed income securities in default as to principal and/or interest.
Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, debt maturities, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels.
The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The fixed income investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage- and asset-backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable fixed income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the fixed income investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed income securities. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed income securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.
Possible future declines in fair values for Old Republic's fixed income portfolio would negatively affect the common shareholders' equity account at any point in time but would not necessarily result in the recognition of realized investment losses.
The following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown.
35
|
Fixed Income Securities Stratified by Credit Quality (a)
|
|||||||||||
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Aaa | 17.9 | % | 18.0 | % | |||||||
| Aa | 9.5 | 9.4 | |||||||||
| A | 39.8 | 40.5 | |||||||||
| Baa | 31.7 | 30.7 | |||||||||
| Total investment grade | 98.9 | 98.6 | |||||||||
| Non-investment grade or non-rated issuers | 1.1 | 1.4 | |||||||||
| Total | 100.0 | % | 100.0 | % | |||||||
__________
(a) Credit quality ratings referred to herein are a blend of those assigned by the major credit rating agencies for U.S. and Canadian Governments, Agencies, Corporates, and Municipal issuers.
|
Gross Unrealized Gains and Losses Stratified by Industry Concentration for Fixed Income Securities
|
||||||||||||||||||||||||||||||||
| March 31, 2025 |
Amortized
Cost |
Gross
Unrealized
Gains
|
Gross
Unrealized Losses |
Fair Value
|
||||||||||||||||||||||||||||
| Non-Investment Grade Fixed Income Securities by Industry Concentration: | ||||||||||||||||||||||||||||||||
| Basic Materials | $ | 43.5 | $ | 0.4 | $ | 0.8 | $ | 43.0 | ||||||||||||||||||||||||
| Consumer, Cyclical | 42.4 | — | 1.1 | 41.3 | ||||||||||||||||||||||||||||
| Industrial | 21.4 | — | 0.8 | 20.6 | ||||||||||||||||||||||||||||
| Energy | 8.8 | — | 0.2 | 8.6 | ||||||||||||||||||||||||||||
| Other (includes three industry groups) | 15.0 | 0.2 | 0.2 | 15.1 | ||||||||||||||||||||||||||||
| Total | $ | 131.4 | $ | 0.7 | $ | 3.2 | $ | 128.8 | ||||||||||||||||||||||||
| Investment Grade Fixed Income Securities by Industry Concentration: | ||||||||||||||||||||||||||||||||
| Government | $ | 2,174.0 | $ | 8.7 | $ | 38.7 | $ | 2,144.0 | ||||||||||||||||||||||||
| Utilities | 2,095.5 | 25.0 | 16.7 | 2,103.8 | ||||||||||||||||||||||||||||
| Consumer, Non-cyclical | 2,067.8 | 28.0 | 8.0 | 2,087.8 | ||||||||||||||||||||||||||||
| Financial | 1,559.5 | 24.8 | 5.6 | 1,578.7 | ||||||||||||||||||||||||||||
| Industrial | 1,419.2 | 22.8 | 6.5 | 1,435.4 | ||||||||||||||||||||||||||||
| Consumer, Cyclical | 959.1 | 12.7 | 2.3 | 969.5 | ||||||||||||||||||||||||||||
| Energy | 649.9 | 7.8 | 4.4 | 653.3 | ||||||||||||||||||||||||||||
| Other (includes four industry groups) | 1,135.8 | 15.3 | 4.7 | 1,146.4 | ||||||||||||||||||||||||||||
| Total | $ | 12,061.1 | $ | 145.4 | $ | 87.2 | $ | 12,119.3 | ||||||||||||||||||||||||
In the above tables, the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
|
Gross Unrealized Gains and Losses Stratified by Industry Concentration for Equity Securities
|
||||||||||||||||||||||||||||||||
| March 31, 2025 |
Cost |
Gross
Unrealized
Gains
|
Gross
Unrealized Losses |
Fair Value
|
||||||||||||||||||||||||||||
| Equity Securities by Industry Concentration: | ||||||||||||||||||||||||||||||||
| Consumer, Non-cyclical | $ | 379.5 | $ | 274.9 | $ | 6.5 | $ | 647.9 | ||||||||||||||||||||||||
| Utilities | 385.8 | 194.4 | 3.7 | 576.4 | ||||||||||||||||||||||||||||
| Industrial | 255.4 | 276.9 | 1.9 | 530.4 | ||||||||||||||||||||||||||||
| Energy | 138.0 | 101.7 | — | 239.7 | ||||||||||||||||||||||||||||
| Financial | 74.0 | 105.8 | 0.4 | 179.3 | ||||||||||||||||||||||||||||
| Consumer, Cyclical | 59.9 | 81.9 | — | 141.8 | ||||||||||||||||||||||||||||
| Other (includes five industry groups) | 149.8 | 133.8 | 6.8 | 276.7 | ||||||||||||||||||||||||||||
| Total | $ | 1,442.6 | $ | 1,169.6 | $ | 19.7 | $ | 2,592.5 | ||||||||||||||||||||||||
The Company's equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
36
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | |||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Losses | ||||||||||||||||||||||||||||
| March 31, 2025 | All |
Non-
Investment Grade Only |
All |
Non-
Investment Grade Only |
|||||||||||||||||||||||||
| Maturity Ranges: | |||||||||||||||||||||||||||||
| Due in one year or less | $ | 931.1 | $ | 3.1 | $ | 4.7 | $ | — | |||||||||||||||||||||
| Due after one year through five years | 2,063.0 | 62.5 | 47.4 | 2.2 | |||||||||||||||||||||||||
| Due after five years through ten years | 1,390.5 | 29.6 | 36.4 | 1.0 | |||||||||||||||||||||||||
| Due after ten years | 175.2 | — | 1.8 | — | |||||||||||||||||||||||||
| Total | $ | 4,559.9 | $ | 95.4 | $ | 90.5 | $ | 3.2 | |||||||||||||||||||||
| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | |||||||||||||||||||||||||||||||||||
| Amount of Gross Unrealized Losses | |||||||||||||||||||||||||||||||||||
| March 31, 2025 |
Less than
20% of Cost |
20% to
50% of Cost |
More than
50% of Cost |
Total Gross
Unrealized Loss |
|||||||||||||||||||||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||||||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||||||||||||||||||||
| One to six months | $ | 16.4 | $ | — | $ | — | $ | 16.4 | |||||||||||||||||||||||||||
| Seven to twelve months | 10.0 | — | — | 10.0 | |||||||||||||||||||||||||||||||
| More than twelve months | 64.1 | — | — | 64.1 | |||||||||||||||||||||||||||||||
| Total | $ | 90.5 | $ | — | $ | — | $ | 90.5 | |||||||||||||||||||||||||||
In the above tables, the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.
| Age Distribution of Fixed Income Securities | ||||||||||||||||||||
| March 31, | December 31, | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Maturity Ranges: | ||||||||||||||||||||
| Due in one year or less | 11.8 | % | 11.9 | % | ||||||||||||||||
| Due after one year through five years | 46.1 | 47.9 | ||||||||||||||||||
| Due after five years through ten years | 39.0 | 37.4 | ||||||||||||||||||
| Due after ten years through fifteen years | 3.0 | 2.7 | ||||||||||||||||||
| Due after fifteen years | 0.1 | 0.1 | ||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | ||||||||||||||||
| Average Maturity in Years | 4.6 | 4.5 | ||||||||||||||||||
| Duration | 3.9 | 3.8 | ||||||||||||||||||
The shift to fixed income securities with longer maturities is a result of continued asset-liability matching consideration.
Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.9 as of March 31, 2025 implies that a 100-basis point parallel increase in interest rates from current levels would result in a decline in the fair value of the fixed income investment portfolio of approximately 3.9%.
37
| Liquidity and Capital Resources | ||
The parent holding company meets its liquidity and capital needs principally through dividends and interest on intercompany financing arrangements paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on December 31, 2024 statutory balances, the Company can receive up to $952.2 in ordinary dividends from its subsidiaries in 2025 without the prior approval of regulatory authorities, of which $186.1 has been received through March 31, 2025. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operating subsidiaries.
Old Republic's total capitalization of $7,506.6 at March 31, 2025 consisted of debt of $1,589.0 and shareholders' equity of $5,917.5. Changes in the ORI shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), dividend payments to shareholders, and share repurchases for the period then ended. At March 31, 2025, the Company's consolidated debt to equity ratio was 26.9%.
Old Republic has paid a regular cash dividend without interruption since 1942 (84 years), and it has raised the regular annual cash dividend for each of the past 44 years. The dividend amount is reviewed and approved by the Board of Directors quarterly and annually. In establishing each year's regular cash dividend, the Company does not follow a strict formulaic approach, and favors an increasing dividend amount largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's regular dividend is set judgmentally in consideration of such key factors as the dividend paying capacity of the Company's insurance subsidiaries, the trends in average annual earnings for the five to ten most recent calendar years, the amount of stock repurchases, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries. Recently, the Company has repurchased significant amounts of its outstanding shares, and the Board of Directors decided to increase regular cash dividends.
During the quarter, the Company returned total capital to shareholders of approximately $93, comprised of $68 in dividends, and $25 of share repurchases (0.7 million shares at an average price of $34.11 per share), leaving approximately $206 remaining under the most recent authorization approved by the Company's Board of Directors in March 2024.
| Other Assets | ||
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.
| 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 2024 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 because it necessitates a continuous evaluation, analysis, and quantification of factual data as it becomes known to the Company. As a result, actual experienced outcomes can differ from the estimates made at any point in time and thus affect future periods' reported revenues, expenses, net income or loss, and financial condition.
Old Republic believes that its most critical accounting estimate relates to the establishment of reserves for losses and loss adjustment expenses. The major assumptions and methods used in setting this estimate are summarized in the Company's 2024 Annual Report on Form 10-K.
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| OTHER INFORMATION | ||
Reference is here made to "Segment Information" appearing elsewhere herein.
Historical data pertaining to the operating results, liquidity, and other performance indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed and other claims can have a bearing on period-to-period comparisons and future operating results.
Some of the oral or written statements made in the Company's reports, press releases, and conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include words such as "expect," "predict," "estimate," "will," "should," "anticipate," "believe," and similar expressions. Any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance. With regard to Old Republic's Specialty Insurance segment, its results can be particularly affected by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors; general economic considerations, including the levels of investment yields, inflation rates, and the impacts of tariffs; periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, and work-related injuries; claims development and the impact on loss reserves; adequacy and availability of reinsurance; uncertainties in underwriting and pricing risks; and unanticipated external events. Title Insurance results can be affected by similar factors, and by changes in national and regional housing demand and values, the availability and cost of mortgage loans, and employment trends. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations in policy lapsation rates. At the parent holding company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, interest income, the levels of investments held, and period-to-period variations in the costs of administering the Company's widespread operations. In addition, results could be particularly affected by technology and security breaches or failures, including cybersecurity incidents.
A more detailed listing and discussion of the risks and other factors which affect the Company's risk-taking insurance business are included in Part I, Item 1A - Risk Factors, of the Company's 2024 Form 10-K, and the various risks, uncertainties, and other factors that are included from time to time in other Securities and Exchange Commission filings.
Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise any and all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon.
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OLD REPUBLIC INTERNATIONAL CORPORATION
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Item 3 - Quantitative and Qualitative Disclosure About Market Risk
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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 securities 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, 2025 have not materially changed from those identified in the Company's 2024 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, 2025, 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.
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| OLD REPUBLIC INTERNATIONAL CORPORATION | ||
| FORM 10-Q | ||
| PART II - OTHER INFORMATION | ||
Item 1 - Legal Proceedings
The information contained in Note 9 "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 2024 Annual report on Form 10-K.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Purchase of Equity Securities
The following table summarizes share repurchase activity for the three months ended March 31, 2025:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans ($ in Millions) | ||||||||||||||||||||||
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January 1 - January 31, 2025
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740,277 | $ | 34.22 | 740,277 | $ | 206.2 | ||||||||||||||||||||
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February 1 - February 28, 2025
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— | $ | — | 0 | 206.2 | |||||||||||||||||||||
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March 1 - March 31, 2025
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— | $ | — | 0 | 206.2 | |||||||||||||||||||||
| Total | 740,277 | $ | 34.22 | 740,277 | $ | 206.2 | ||||||||||||||||||||
(1) On March 1, 2024, the Company announced a share repurchase program authorizing the repurchase of up to $1.1 billion in shares of the Company's common stock. During the first quarter 2025, the Company repurchased
0.7
million shares for $25.3 (average price of $34.22) under this authorization.
Item 5 - Other Information
During the quarter ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K) for the purchase or sale of the Company’s securities.
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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.
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| 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.
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| 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.
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| 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.
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| 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 | ||||||||||
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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 2, 2025 | ||||||||||
| /s/ Frank J. Sodaro | |||||||||||
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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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TABLE OF CONTENTS
Part I - Financial Information:printItem 1 -consolidated Balance Sheets3printItem 2 -management Analysis Of Financial Position and Results Of Operations20 - 39printItem 3 -quantitative and Qualitative Disclosure About Market Risk40printItem 4 -controls and Procedures40printPart II - Other Information:printItem 1 -legal Proceedings41printItem 1A -risk Factors41printItem 2 -unregistered Sales Of Equity Securities and Use Of Proceeds41printItem 5 -other Information41printItem 6 -exhibits42printNote 1 - Summary Of Significant Accounting PoliciesprintNote 2 - InvestmentsprintNote 3 - Loss and Loss Adjustment ExpensesprintNote 4 - Income TaxesprintNote 5 - Net Income Per ShareprintNote 6 - Credit LossesprintNote 7 - DebtprintNote 8 - Common Stock RepurchasesprintNote 9 - Commitments and Contingent LiabilitiesprintNote 10 - Segment InformationprintNote 11 - Subsequent EventsprintItem 3 - Quantitative and Qualitative Disclosure About Market RiskprintItem 4 - Controls and ProceduresprintPart II - Other InformationprintItem 1 - Legal ProceedingsprintItem 1A - Risk FactorsprintItem 2 - Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5 - Other InformationprintItem 6 - Exhibitsprint