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ORI Old Republic International

Filed: 30 Apr 21, 3:02pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM10-Q
Quarterly report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934
for the quarterly period ended:March 31, 2021
or
Transition report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934
Commission File Number:001-10607
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware36-2678171
(State or other jurisdiction of(IRS Employer Identification No.)
incorporation or organization)
307 North Michigan AvenueChicagoIllinois60601
(Address of principal executive office)(Zip Code)

Registrant's telephone number, including area code: 312-346-8100

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock / $1 par valueORINew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: No:

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: No:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: ☐ No:

The number of shares of the Registrant's Common Stock outstanding at March 31, 2021 was 304,749,840.

There are 49 pages in this report



OLD REPUBLIC INTERNATIONAL CORPORATION
Report on Form 10-Q / March 31, 2021
INDEX
PAGE NO.
PART IFINANCIAL INFORMATION:
CONSOLIDATED BALANCE SHEETS3
CONSOLIDATED STATEMENTS OF INCOME4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME5
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND COMMON
SHAREHOLDERS' EQUITY6
CONSOLIDATED STATEMENTS OF CASH FLOWS7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS8 - 18
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS19 - 45
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK46
CONTROLS AND PROCEDURES46
PART IIOTHER INFORMATION:
ITEM 1 - LEGAL PROCEEDINGS47
ITEM 1A - RISK FACTORS47
ITEM 6 - EXHIBITS47
SIGNATURE48
EXHIBIT INDEX49




2


Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets
($ in Millions, Except Share Data)
(Unaudited)
March 31,December 31,
20212020
Assets
Investments:
Available for sale:
Fixed maturity securities (at fair value) (amortized cost: $10,058.5 and $9,897.6)$10,415.9 $10,496.8 
Short-term investments (at fair value which approximates cost)637.9 749.6 
Total11,053.8 11,246.4 
Equity securities (at fair value) (cost: $3,118.6 and $3,269.7)4,271.3 4,054.8 
Other investments29.0 28.8 
Total Investments15,354.1 15,330.1 
Other Assets:
Cash123.4 118.7 
Accrued investment income87.1 86.4 
Accounts and notes receivable1,626.6 1,593.9 
Reinsurance balances and funds held233.0 205.0 
Reinsurance recoverable: Paid losses69.8 67.6 
 Policy and claim reserves4,407.4 4,295.1 
Deferred policy acquisition costs334.9 328.0 
Sundry assets812.6 790.0 
Total Other Assets7,695.1 7,485.0 
Total Assets$23,049.3 $22,815.2 
Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Losses, claims, and settlement expenses$10,853.3 $10,671.0 
Unearned premiums2,442.7 2,397.1 
Other policyholders' benefits and funds198.5 195.9 
Total policy liabilities and accruals13,494.6 13,264.2 
Commissions, expenses, fees, and taxes651.5 663.5 
Reinsurance balances and funds793.5 725.4 
Federal income tax payable: Current36.9 4.2 
                                              Deferred165.0 137.3 
Debt947.2 966.4 
Sundry liabilities508.6 867.3 
Commitments and contingent liabilities00
Total Liabilities16,597.4 16,628.5 
Preferred Stock (1)
0 
Common Shareholders' Equity:
Common stock (1)304.7 304.1 
Additional paid-in capital1,318.9 1,306.9 
Retained earnings4,831.4 4,394.8 
Accumulated other comprehensive income (loss)96.9 284.0 
Unallocated ESSOP shares (at cost)(100.3)(103.2)
Total Common Shareholders' Equity6,451.8 6,186.6 
Total Liabilities, Preferred Stock and Common Shareholders' Equity$23,049.3 $22,815.2 
________

(1)    At March 31, 2021 and December 31, 2020, there were 75,000,000 shares of $0.01 par value preferred stock authorized, of which no shares were outstanding. As of the same dates, there were 500,000,000 shares of common stock, $1.00 par value, authorized, of which 304,749,840 and 304,122,180 were issued as of March 31, 2021 and December 31, 2020, respectively. At March 31, 2021 and December 31, 2020, there were 100,000,000 shares of Class B Common Stock, $1.00 par value, authorized, of which no shares were issued.
See accompanying Notes to Consolidated Financial Statements.

3


Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
($ in Millions, Except Share Data)
Quarters Ended
March 31,
20212020
Revenues:
Net premiums earned$1,732.2 $1,478.0 
Title, escrow, and other fees106.6 81.2 
Total premiums and fees1,838.9 1,559.3 
Net investment income104.3 114.1 
Other income36.3 34.6 
Total operating revenues1,979.6 1,708.2 
Investment gains (losses):
Realized from actual transactions7.8 18.5 
Unrealized from changes in fair value of
equity securities367.5 (962.7)
Total realized and unrealized investment
gains (losses)375.4 (944.1)
Total revenues2,355.0 764.0 
Benefits, Claims and Expenses:
Benefits, claims and settlement expenses598.0 619.7 
Dividends to policyholders5.4 2.9 
Underwriting, acquisition, and other expenses1,110.3 899.4 
Interest and other charges10.6 11.9 
Total expenses1,724.4 1,534.0 
Income (loss) before income taxes (credits)630.6 (769.9)
Income Taxes (Credits):
Current50.7 40.0 
Deferred77.7 (205.2)
Total128.5 (165.1)
Net Income (Loss)$502.1 $(604.8)
Net Income (Loss) Per Share:
Basic$1.68 $(2.01)
Diluted$1.68 $(2.01)
Average shares outstanding: Basic298,753,132300,280,398
Diluted299,693,514300,280,398

See accompanying Notes to Consolidated Financial Statements.

4


Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
($ in Millions)
Quarters Ended
March 31,
20212020
Net Income (Loss) As Reported$502.1 $(604.8)
Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Unrealized gains (losses) before reclassifications,
not included in the statements of income(242.4)(173.2)
Amounts reclassified as realized investment (gains)
losses in the statements of income(.3)(.3)
Pretax unrealized gains (losses) on securities(242.7)(173.5)
Deferred income taxes (credits)(51.1)(36.3)
Net unrealized gains (losses) on securities, net of tax(191.5)(137.1)
Defined benefit pension plans:
Net pension adjustment before reclassifications0 
Amounts reclassified as underwriting, acquisition,
and other expenses in the statements of income1.8 .9 
Pretax net adjustment related to defined benefit
pension plans1.8 .9 
Deferred income taxes (credits).3 .1 
Net adjustment related to defined benefit pension
plans, net of tax1.4 .7 
Foreign currency translation adjustment3.0 (10.5)
Total other comprehensive income (loss)(187.0)(146.9)
Comprehensive Income (Loss)$315.0 $(751.8)


See accompanying Notes to Consolidated Financial Statements.

5


Old Republic International Corporation and Subsidiaries
Consolidated Statements of Preferred Stock
and Common Shareholders' Equity (Unaudited)
($ in Millions)
Quarters Ended
March 31,
20212020
Preferred Stock:
Balance, beginning and end of period$0 $
Common Stock:
Balance, beginning of period$304.1 $303.6 
Dividend reinvestment plan0 
Net issuance of shares under stock based compensation plans.5 .3 
Balance, end of period$304.7 $303.9 
Additional Paid-in Capital:
Balance, beginning of period$1,306.9 $1,297.5 
Dividend reinvestment plan1.1 .2 
Net issuance of shares under stock based compensation plans7.8 4.4 
Stock based compensation2.3 1.1 
ESSOP shares released.6 .8 
Balance, end of period$1,318.9 $1,304.2 
Retained Earnings:
Balance, beginning of period$4,394.8 $4,386.0 
Adoption of new accounting principle (1)0 (2.3)
Balance, beginning of period, as adjusted4,394.8 4,383.6 
Net income (loss)502.1 (604.8)
Dividends on common shares ($.22 and $.21 per common share)(65.4)(62.9)
Balance, end of period$4,831.4 $3,715.8 
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of period$284.0 $77.7 
Net unrealized gains (losses) on securities, net of tax(191.5)(137.1)
Net adjustment related to defined benefit pension plans,
net of tax1.4 .7 
Foreign currency translation adjustment3.0 (10.5)
Balance, end of period$96.9 $(69.2)
Unallocated ESSOP Shares:
Balance, beginning of period$(103.2)$(64.8)
ESSOP shares released2.9 2.8 
Purchase of unallocated ESSOP shares0 (50.0)
Balance, end of period$(100.3)$(111.9)
_______

(1)Reflects the Company's adoption of a new accounting principle relating to credits losses effective January 1, 2020. Refer to additional discussion in Note 1 to the Consolidated Financial Statements.    
See accompanying Notes to Consolidated Financial Statements.

6


Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
($ in Millions)
Quarters Ended
March 31,
20212020
Cash flows from operating activities:
Net income (loss)$502.1 $(604.8)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Deferred policy acquisition costs(6.8)2.0 
Premiums and other receivables(32.7)(119.9)
Unpaid claims and related items102.4 73.7 
Unearned premiums and other policyholders' liabilities15.5 .7 
Income taxes111.1 (171.5)
Reinsurance balances37.9 89.9 
Realized investment (gains) losses from actual transactions and impairments(7.8)(18.5)
Unrealized investment (gains) losses from changes in fair value
of equity securities(367.5)962.7 
Accounts payable, accrued expenses and other(58.1)1.9 
Total296.0 216.3 
Cash flows from investing activities:
Fixed maturity securities:
Available for sale:
Maturities and early calls335.6 297.3 
Sales156.5 88.8 
Sales of:
Equity securities195.7 140.5 
Other - net2.2 3.2 
Purchases of:
Fixed maturity securities:
Available for sale(659.3)(274.4)
Equity securities(36.5)(271.2)
Other - net(17.6)(10.9)
Net decrease (increase) in short-term investments111.7 (9.8)
Other - net0 
Total88.3 (36.4)
Cash flows from financing activities:
Issuance of common shares9.6 5.0 
Redemption of debentures and notes(19.5)(6.5)
Purchase of unallocated common shares by ESSOP0 (50.0)
Dividends on common shares (including a special dividend paid in January
2021 of $304.0)(369.5)(62.9)
Other - net(.3).1 
Total(379.7)(114.2)
Increase (decrease) in cash4.7 65.6 
Cash, beginning of period118.7 78.8 
Cash, end of period$123.4 $144.5 
Supplemental cash flow information:
Cash paid (received) during the period for: Interest$20.4 $20.6 
                                                                         Income taxes$17.1 $6.7 
See accompanying Notes to Consolidated Financial Statements.

7


OLD REPUBLIC INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
($ in Millions, Except Share Data)

1. Accounting Policies and Basis of Presentation:

The accompanying consolidated financial statements have been prepared in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP"). These interim financial statements should be read in conjunction with these notes and those included in the Company's 2020 Annual Report on Form 10-K incorporated herein by reference.

Pertinent accounting and disclosure pronouncements issued from time to time by the FASB are adopted by the Company as they become effective. Recent pronouncements are discussed below.

Effective January 1, 2020, the Company adopted the FASB’s accounting guidance on current expected credit loss ("CECL") which requires the immediate recognition of estimated credit losses expected to occur over the remaining life of certain financial assets measured at amortized cost, primarily including the Company’s reinsurance recoverables, and its accounts and notes receivable. CECL replaced the incurred loss impairment model that recognized losses when a probability threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased and at subsequent measurement dates. The expected credit losses, and subsequent adjustment to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the asset presented on the consolidated balance sheet.

The guidance relating to financial assets measured at amortized cost was adopted on a modified retrospective basis, resulting in a net of tax adjustment to January 1, 2020 retained earnings of $2.3. The Company’s January 1, 2020 credit loss allowance of $30.1 was comprised of $14.5 related to reinsurance recoverables, $15.5 related to accounts and notes receivable, and an immaterial amount related to held to maturity securities. The March 31, 2021 allowance included $16.0 related to reinsurance recoverables and $21.9 related to accounts and notes receivable. No significant charges were made to the allowance during the three months ended March 31, 2021.

The guidance also modifies the impairment model for available for sale fixed maturity securities by requiring the recognition of impairments relating to credit losses through an allowance account, as opposed to a charge that cannot be revised should the underlying security recover. Under the guidance, the length of time a security has been in an unrealized loss position will no longer impact the determination as to whether an impairment exists. The revised impairment guidance for available for sale fixed maturity securities was adopted on a prospective basis. The Company's impairment policy and the related disclosures summarizing this standard’s impact on the Company’s investment portfolio are included in Note 3.

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. Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation.

Reclassifications - Necessary reclassifications are made in prior periods' financial statements whenever appropriate to conform to the most current presentation.

Immaterial Adjustment - The Company recorded immaterial adjustments to present revenues gross of the applicable commission expenses in the March 31, 2020 consolidated statements of income and comprehensive income by: increasing net premiums earned by $101.3, decreasing title, escrow and other fees by $38.8, and increasing underwriting, acquisition, and other expenses by $62.5. These immaterial adjustments were made to conform all prior periods to the current presentation and had no impact on net income (loss), comprehensive income (loss) or shareholders' equity.

2. Common Share Data:

Earnings Per Share - Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares actually outstanding for the periods presented. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income (loss) and the number of shares used in basic and diluted earnings per share calculations.
8


Quarters Ended
March 31,
20212020
Numerator:
Basic and diluted earnings per share -
income (loss) available to common stockholders$502.1 $(604.8)
Denominator:
Basic earnings per share -
weighted-average shares (a)298,753,132 300,280,398 
Effect of dilutive securities - stock based
   compensation awards940,382 
Diluted earnings per share -
adjusted weighted-average shares (a)299,693,514300,280,398
Earnings per share: Basic$1.68 $(2.01)
Diluted$1.68 $(2.01)
Anti-dilutive common stock equivalents
excluded from earnings per share computations:
Stock based compensation awards7,020,142 9,620,404 
__________

(a) In calculating earnings per share, pertinent accounting rules require that common shares owned by the Company's Employee Savings and Stock Ownership Plan that are not yet allocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all common shares.

3. Investments:

The Company classifies its fixed maturity securities as those it either (1) has the positive intent and ability to hold until maturity, (2) has available for sale or (3) has the intention of trading. The Company's entire fixed maturity portfolio is classified as available for sale.

Fixed maturity 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 for fixed maturity securities and equity securities are based on quoted market prices or estimates using values obtained from recognized independent pricing services.

The status and fair value changes of each of the fixed maturity investments are reviewed at least once per quarter during the year, and estimates of impairments and allowances for credit losses in the portfolio's value are evaluated and established at each quarterly balance sheet date. In reviewing investments for impairment, the Company, in addition to a security's market price history, considers the totality of such factors as the issuer's operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audited financial statements, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of the issuer's previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. The Company recognized 0 impairments or allowances for credit losses for the quarters ended March 31, 2021, and 2020.

The amortized cost and estimated fair values by type and contractual maturity of fixed maturity securities are shown in the following tables. Expected maturities will differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
9


Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Fixed Maturity Securities by Type:
March 31, 2021:
U.S. & Canadian Governments$1,968.3 $66.8 $6.3 $2,028.7 
Tax-exempt991.2 54.3 1,045.5 
Corporate7,098.9 317.0 74.4 7,341.5 
$10,058.5 $438.2 $80.8 $10,415.9 
December 31, 2020:
U.S. & Canadian Governments$1,967.1 $96.4 $.3 $2,063.2 
Tax-exempt997.1 66.3 1,063.5 
Corporate6,933.3 440.1 3.4 7,370.0 
$9,897.6 $602.9 $3.8 $10,496.8 

Amortized
Cost
Estimated
Fair
Value
Fixed Maturity Securities Stratified by Contractual Maturity at March 31, 2021:
Due in one year or less$1,017.2 $1,026.7 
Due after one year through five years5,453.6 5,728.3 
Due after five years through ten years3,490.7 3,565.6 
Due after ten years96.7 95.1 
$10,058.5 $10,415.9 

The following table reflects the Company's gross unrealized losses and fair value, aggregated by category and length of time that individual available for sale securities have been in an unrealized loss position. Fair value and issuer's cost comparisons follow:

Less than 12 Months12 Months or GreaterTotal
Fair
Value
Unrealized LossesFair
Value
Unrealized LossesFair
Value
Unrealized Losses
March 31, 2021:
Fixed Maturity Securities:
  U.S. & Canadian Governments$492.5 $6.3 $$$492.5 $6.3 
  Corporate1,521.4 74.4 1,521.4 74.4 
$2,013.9 $80.8 $$$2,013.9 $80.8 
Number of securities in
unrealized loss position321 323 
December 31, 2020:
Fixed Maturity Securities:
  U.S. & Canadian Governments$416.4 $.3 $$$416.4 $.3 
  Corporate333.6 3.4 333.6 3.4 
$750.0 $3.8 $$$750.0 $3.8 
Number of securities in
unrealized loss position74 77 
In the above tables the unrealized losses on fixed maturity securities are primarily deemed to reflect changes in the interest rate environment. As part of its assessment of impairments, the Company considers its intent and ability to continue to hold the securities until cost recovery, principally in consideration of its asset and liability matching objectives.

10


The following table shows cost and fair value information for equity securities:
Equity Securities

Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
March 31, 2021$3,118.6 $1,251.1 $98.4 $4,271.3 
December 31, 2020$3,269.7 $1,028.1 $243.0 $4,054.8 

During the first quarters of 2021 and 2020, the Company recognized pretax unrealized investment gains (losses) of $367.5 and $(962.7), respectively, emanating from changes in the fair value of equity securities in the consolidated statements of income. Changes in the fair value of equity securities still held at March 31, 2021 and 2020 were $359.8 and $(956.8), respectively.

Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources ("inputs") used to measure fair value into three broad levels: Level 1 inputs are based on quoted market prices in active markets; Level 2 observable inputs are based on corroboration with available market data; and Level 3 unobservable inputs are based on uncorroborated market data or a reporting entity's own assumptions. Following is a description of the valuation methodologies and general classification used for financial instruments measured at fair value.

The Company uses quoted values and other data provided by a nationally recognized independent pricing source as inputs into its quarterly process for determining fair values of fixed maturity and equity securities. To validate the techniques or models used by pricing sources, the Company's review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparisons with other sources including the fair value estimates based on current market quotations, and with independent fair value estimates provided by the independent investment custodian. The independent pricing source obtains market quotations and actual transaction prices for securities that have quoted prices in active markets and uses their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.

Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, mutual funds, and short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate 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, 2021 and December 31, 2020.

The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:
Fair Value Measurements
As of March 31, 2021:Level 1Level 2Level 3Total
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments$1,258.4 $770.3 $$2,028.7 
Tax-exempt1,045.5 1,045.5 
Corporate7,331.0 10.5 7,341.5 
Short-term investments637.9 637.9 
Equity securities$4,269.4 $$1.8 $4,271.3 
As of December 31, 2020:
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments$1,262.2 $801.0 $$2,063.2 
Tax-exempt1,063.5 1,063.5 
Corporate7,359.5 10.5 7,370.0 
Short-term investments749.6 749.6 
Equity securities$4,052.9 $$1.8 $4,054.8 

There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021.

Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed maturity securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date.
11



Investment gains and losses, which result from sales or impairments of securities, are reflected as revenues in the income statement and are determined on the basis of amortized cost at date of sale for fixed maturity securities, and cost in regard to equity securities; such bases apply to the specific securities sold. Unrealized gains and (losses) from changes in fair value of equity securities are recorded as investment gains (losses) in the income statement. Unrealized investment gains (losses) on fixed maturity securities, net of any deferred income taxes, are recorded directly as a component of accumulated other comprehensive income in shareholders' equity. At March 31, 2021, the Company and its subsidiaries did not have significant amounts of non-income producing fixed maturity or equity securities.

The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the periods shown.
Quarters Ended
March 31,
20212020
Investment income:
Fixed maturity securities$69.7 $74.5 
Equity securities36.1 38.1 
Short-term investments1.9 
Other sources1.1 
Gross investment income105.9 115.8 
Investment expenses (a)1.6 1.6 
Net investment income$104.3 $114.1 
Investment gains (losses):
From actual transactions:
Fixed maturity securities:
Gains$.6 $.9 
Losses(.2)(.5)
Net.3 .3 
Equity securities:
Gains36.3 19.4 
Losses(28.8)(1.2)
Net7.5 18.2 
Other investments, net
Total from actual transactions7.8 18.5 
From impairments
From unrealized changes in fair value of equity securities367.5 (962.7)
Total realized and unrealized investment gains (losses)375.4 (944.1)
Current and deferred income taxes (credits)79.6 (198.5)
Net of tax realized and unrealized investment gains (losses)$295.7 $(745.6)
Changes in unrealized investment gains (losses)
reflected directly in shareholders' equity:
Fixed maturity securities$(241.1)$(172.8)
Less: Deferred income taxes (credits)(50.8)(36.2)
(190.3)(136.6)
Other investments(1.6)(.7)
Less: Deferred income taxes (credits)(.3)(.1)
(1.2)(.5)
Net changes in unrealized investment gains (losses),
net of tax$(191.5)$(137.1)
__________

(a)    Investment expenses largely consist of personnel costs and investment management and custody service fees.

12


4. Losses, Claims and Settlement Expenses:

The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of the opinions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the incurrence of possibly higher or lower than anticipated claim 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 the light of emerging claim experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of claims in future years, may offset, in whole or in part, favorable or unfavorable claim developments for certain coverages such as workers' compensation, portions of which are written under loss sensitive programs that provide for such adjustments. The Company believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made nor is any guaranty given that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates.

The Company’s accounting policy regarding the establishment of claim reserve estimates is described in Note 1(h) to the consolidated financial statements included in Old Republic’s 2020 Annual Report on Form 10-K. The following table shows an analysis of changes in aggregate reserves for the Company's losses, claims and settlement expenses for each of the periods shown.




















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13


Summary of changes in aggregate reserves for claims and related costs:
Quarters Ended
March 31,
20212020
Gross reserves at beginning of period$10,671.0 $9,929.5 
Less: reinsurance losses recoverable3,650.5 3,249.7 
Net reserves at beginning of period:
General Insurance6,328.0 6,021.3 
Title Insurance556.1 530.9 
RFIG Run-off127.6 118.9 
Other8.6 8.4 
Sub-total7,020.4 6,679.7 
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year:
General Insurance585.0 598.3 
Title Insurance35.3 24.7 
RFIG Run-off5.5 6.6 
Other4.2 3.1 
Sub-total630.1 632.9 
Change in provision for insured events of prior years:
General Insurance(23.1)(5.8)
Title Insurance(6.0)(3.1)
RFIG Run-off(1.2)(1.8)
Other(1.6)(1.3)
Sub-total(32.0)(12.2)
Total incurred claims and claim adjustment expenses598.1 620.6 
Payments:
Claims and claim adjustment expenses attributable to
   insured events of the current year:
General Insurance93.4 96.3 
Title Insurance1.1 .1 
RFIG Run-off
Other1.5 .7 
Sub-total96.2 97.2 
Claims and claim adjustment expenses attributable to
   insured events of prior years:
General Insurance380.8 418.8 
Title Insurance12.9 15.9 
RFIG Run-off4.4 13.2 
Other1.1 1.6 
Sub-total399.4 449.7 
Total payments495.6 546.9 
Amount of reserves for unpaid claims and claim adjustment expenses
at the end of each period, net of reinsurance losses recoverable:
General Insurance6,415.5 6,098.6 
Title Insurance571.4 536.4 
RFIG Run-off127.4 110.4 
Other8.5 7.8 
Sub-total7,122.9 6,753.3 
Reinsurance losses recoverable3,730.4 3,242.5 
Gross reserves at end of period$10,853.3 $9,995.9 

5. Employee Benefit Plans:

The Company had an active pension plan (the "Plan") covering a portion of its work force until December 31, 2013. The Plan is a defined benefit plan pursuant to which pension payments are based primarily on years of service and employee compensation near retirement. The Plan was closed to new participants and benefits were frozen as of December 31, 2013. As a result, eligible employees retained all of the vested rights as of the effective date of the freeze. While additional benefits no longer accrue, the Company's cumulative obligation continues to be subject to
14


further adjustment due to changes in actuarial assumptions such as expected mortality and changes in interest rates. Net periodic pension costs for the quarterly periods ended March 31, 2021 and 2020 were not material to Old Republic's consolidated statements of income.

6. Information About Segments of Business:

Old Republic is engaged in the single business of insurance underwriting and related services. The Company conducts its operations through a number of regulated insurance company subsidiaries organized into 3 major segments, namely its General Insurance (property and liability insurance), Title Insurance, and the Republic Financial Indemnity Group ("RFIG") Run-off Business. The results of a small life and accident insurance business are included with those of the parent holding company and its internal corporate services subsidiaries. Each of the Company's segments underwrites and services only those insurance coverages which may be written by it pursuant to state insurance regulations and corporate charter provisions. Segment results exclude investment gains or losses and impairments as these are aggregated in the consolidated totals. The contributions of Old Republic's insurance industry segments to consolidated totals are shown in the following table.





















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15


Segmented and Consolidated Results:
Quarters Ended
March 31,
20212020
General Insurance:
Net premiums earned$859.1 $852.8 
Net investment income and other income120.9 125.1 
Total revenues excluding investment gains (losses)$980.0 $978.0 
Segment pretax operating income (loss) (a)$140.8 $110.1 
Income tax expense (credits)$27.3 $20.8 
Title Insurance:
Net premiums earned (c)$861.0 $609.4 
Title, escrow and other fees (c)106.6 81.2 
Sub-total (c)967.7 690.7 
Net investment income and other income10.7 10.9 
Total revenues excluding investment gains (losses) (c)$978.4 $701.6 
Segment pretax operating income (loss) (a)$103.7 $43.3 
Income tax expense (credits)$21.8 $9.2 
RFIG Run-off Business:
Net premiums earned$9.2 $12.6 
Net investment income and other income3.2 4.3 
Total revenues excluding investment gains (losses)$12.4 $17.0 
Segment pretax operating income (loss)$4.9 $8.4 
Income tax expense (credits)$.9 $1.6 
Consolidated Revenues:
Total revenues of Company segments (c)$1,971.0 $1,696.7 
Other sources (b)35.1 39.8 
Consolidated investment gains (losses):
Realized from actual transactions and impairments7.8 18.5 
Unrealized from changes in fair value of equity securities367.5 (962.7)
Total realized and unrealized investment gains (losses)375.4 (944.1)
Consolidation elimination adjustments(26.5)(28.2)
Consolidated revenues (c)$2,355.0 $764.0 
Consolidated Pretax Income (Loss):
Total segment pretax operating income (loss) of
Company segments$249.4 $161.8 
Other sources - net (b)5.6 12.3 
Consolidated investment gains (losses):
Realized from actual transactions and impairments7.8 18.5 
Unrealized from changes in fair value of equity securities367.5 (962.7)
Total realized and unrealized investment gains (losses)375.4 (944.1)
Consolidated income (loss) before income
   taxes (credits)$630.6 $(769.9)
16


Quarters Ended
March 31,
20212020
Consolidated Income Tax Expense (Credits):
Total income tax expense (credits)
of Company segments$50.1 $31.6 
Other sources - net (b)(1.3)1.6 
Income tax expense (credits) on consolidated realized
and unrealized investment gains (losses)79.6 (198.5)
Consolidated income tax expense (credits)$128.5 $(165.1)
March 31,December 31,
20212020
Consolidated Assets:
General Insurance$19,561.7 $19,226.1 
Title Insurance2,004.2 1,920.9 
RFIG Run-off Business574.6 582.9 
Total assets of company segments22,140.6 21,730.0 
Other assets (b)1,094.6 1,318.2 
Consolidation elimination adjustments(185.9)(233.0)
Consolidated assets$23,049.3 $22,815.2 

(a)    Segment pretax operating income (loss) is reported net of interest charges on intercompany financing arrangements with Old Republic's holding company parent for the following segments: General - $15.8 and $16.4 for the quarters ended March 31, 2021 and 2020, respectively, and Title - $.4 and $.9 for the quarters ended March 31, 2021 and 2020, respectively.
(b)    Includes amounts for a small life and accident insurance business as well as those of the parent holding company and its internal corporate services subsidiaries.
(c)    Reclassification adjustments were made to certain Title segment revenues and expenses in the quarter ended March 31, 2020 to conform to the current presentation. See Note 1.

7. 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, 2021, the Company had no material non-claim litigation exposures in its consolidated business.

8. Debt:

Consolidated debt of Old Republic and its subsidiaries is summarized below:
March 31, 2021December 31, 2020
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
4.875% Senior Notes issued in 2014 and due 2024$398.0 $450.2 $397.9 $457.7 
3.875% Senior Notes issued in 2016 and due 2026546.9 611.1 546.8 634.1 
Other miscellaneous debt2.2 2.2 21.7 21.7 
Total debt$947.2 $1,063.6 $966.4 $1,113.6 

Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt securities that are classified within Level 2 of the fair value hierarchy as presented below. The Company uses an internally generated interest yield market matrix table, which incorporates maturity, coupon rate, credit quality, structure and current market conditions to estimate the fair value of its outstanding debt securities that are classified within Level 3.

The following table shows a summary of financial liabilities disclosed, but not carried at fair value, segregated among the various input levels described in Note 3 above:
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CarryingFair
ValueValueLevel 1Level 2Level 3
Financial Liabilities:
Debt:
March 31, 2021$947.2 $1,063.6 $$1,061.3 $2.2 
December 31, 2020$966.4 $1,113.6 $$1,091.9 $21.7 

9. 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. Such differences relate principally to the timing of deductions for loss and premium reserves. As in prior examinations, the Internal Revenue Service ("IRS") could assert that claim reserve deductions were overstated thereby reducing the Company's statutory taxable income in any particular year. The Company believes that it establishes its reserves fairly and consistently at each balance sheet date, and that it would succeed in defending its tax position in these regards. Because of the impact of deferred tax accounting, the possible accelerated payment of tax to the IRS would not necessarily affect the annual effective tax rate. The Company classifies interest and penalties as income tax expense in the consolidated statement of income. The Company is not currently under audit by the IRS and 2017 and subsequent tax years remain open.


18


OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Quarters Ended March 31, 2021 and 2020
($ in Millions, Except Share Data)
OVERVIEW

This management analysis of financial position and results of operations pertains to the consolidated accounts of Old Republic International Corporation ("Old Republic", "ORI", or "the Company"). The Company conducts its operations principally through three major regulatory segments, namely, its General (property and liability), Title, and the RFIG Run-off Business. A small life and accident insurance business, accounting for .2% of consolidated operating revenues for the quarter ended March 31, 2021 and .6% of consolidated assets as of that date, is included within the corporate and other caption of this report.

The consolidated accounts are presented in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP"). As a publicly held company, Old Republic utilizes GAAP largely to comply with the financial reporting requirements of the Securities and Exchange Commission ("SEC"). From time to time the FASB and the SEC issue various releases, many of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in Note 1 of the Notes to Consolidated Financial Statements.

As a state regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices reflect greater conservatism and comparability among insurers, and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of Federal income taxes payable currently among ORI's tax-consolidated entities, and the upstreaming of dividends by insurance subsidiaries to the parent holding company. The major differences between these statutory financial accounting practices and GAAP are summarized in Note 1(a) to the consolidated financial statements included in Old Republic's 2020 Annual Report on Form 10-K.

The insurance business is distinguished from most others in that the prices (premiums) charged for various insurance products are set without certainty of the ultimate benefit and claim costs that will emerge, often many years after issuance and expiration of a policy. This basic fact casts Old Republic as a risk-taking enterprise managed for the long run. Management therefore conducts the business with a primary focus on achieving favorable underwriting results over cycles, and on the maintenance of financial soundness in support of the insurance subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks, such as cybersecurity risks, that could adversely affect the Company's business and reputation.

In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital resources. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed maturity and equity securities for long periods of time is in turn enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in large capitalization, highly liquid equity securities.

In light of the above factors, the Company's affairs are managed for the long run and without significant regard to the arbitrary strictures of quarterly or even annual reporting periods that American industry must observe. In Old Republic's view, such short reporting time frames do not comport well with the long-term nature of much of its business. Management therefore believes that the Company's operating results and financial condition can best be evaluated by observing underwriting and overall operating performance trends over succeeding five- or preferably ten-year intervals. A ten-year period in particular can likely encompass at least one economic and/or underwriting cycle and thereby provide an appropriate time frame for such cycle to run its course, and for premium rate changes and reserved claim costs to be quantified and emerge in financial results with greater finality and effect.

This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.

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EXECUTIVE SUMMARY
Old Republic International Corporation reported the following consolidated results:
OVERALL RESULTS
Quarters Ended March 31,
20212020% Change
Pretax income (loss)$630.6 $(769.9)
Pretax investment gains (losses)375.4 (944.1)
Pretax income (loss) excluding investment gains (losses)$255.1 $174.2 46.5 %
Net income (loss)$502.1 $(604.8)
Net of tax investment gains (losses)295.7 (745.6)
Net income (loss) excluding investment gains (losses)$206.3 $140.8 46.5 %
PER DILUTED SHARE
Quarters Ended March 31,
20212020% Change
Net income (loss)$1.68 $(2.01)
Net of tax investment gains (losses).99 (2.48)
Net income (loss) excluding investment gains (losses)$.69 $.47 46.8 %
SHAREHOLDERS' EQUITY
March 31,Dec. 31,
20212020% Change
Shareholders' equity: Total$6,451.8 $6,186.6 4.3 %
Per Common Share$21.59 $20.75 4.0 %


This year’s first quarter consolidated pretax income, excluding investment gains or losses continued to show strong growth in profitability in the General Insurance and Title Insurance businesses. Solid underwriting results produced a consolidated combined ratio of 90.9%, compared to 95.1% in the first quarter of 2020. Total and per share net income reflect significant changes in the fair value of equity securities, particularly by comparison to 2020’s first quarter when equity markets were disrupted by the onset of the COVID-19 pandemic.

In the first quarter the economy began to recover from the effects of the pandemic as the widespread distribution of effective vaccines commenced. General Insurance earned premiums increased slightly compared to the first quarter of 2020 when the impact of the pandemic was not yet reflected. Title Insurance continued to experience robust growth in premium and fee revenues as low interest rates and a favorable real estate market persisted. The RFIG Run-off business produced a small underwriting profit as delinquencies continued to decline from the elevated levels at the height of the pandemic.

Net investment income decreased for the quarter as moderate growth in the invested asset base was more than offset by lower investment yields. As the equity market performance continued to improve, the Company’s common stock portfolio appreciated, however was partially offset by declines in the fixed maturity portfolio. This overall favorable investment valuation, along with higher retained earnings contributed to an increased book value per share of $21.59 as of March 31, 2021 from $20.75 at December 31, 2020.

As the economy emerges from the impacts of the pandemic, premium and fee revenues in General Insurance could continue growing, especially compared to the 2020 periods where exposure levels were lower due to the effects of the pandemic on economic activity and employment levels. Title Insurance premium and fee revenues could remain strong as long as low interest rates and a favorable real estate market continue. In the RFIG Run-off business, future claims experience could depend upon the continued, mitigating effects of loan forbearance programs mandated by the Federal government, and the rate at which employment levels recover. Management believes that the Company’s strong financial condition will enable it to thrive as the economy recovers.

Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the primary needs of the insurance subsidiaries' underwriting and related services business. In this view, the evaluation of periodic and long-term results excludes consideration of all investment gains and (losses). Under Generally Accepted Accounting Principles (GAAP), however, net income (loss), which includes all specifically defined realized and unrealized investment gains and (losses), is the measure of total profitability.

In management's opinion, the focus on income (loss) excluding all investment gains and losses provides a better way to realistically analyze, evaluate, and establish accountability for the results and benefits that arise from the basic operations of the business. The inclusion of realized investment gains and (losses) in net income (loss) can mask the reality and trends in the fundamental operating results of the insurance business. That is because their realization is, more often than not, highly discretionary. It is usually affected by the timing of individual securities sales, tax-planning considerations, and modifications of investment management judgments about the direction of securities markets or the prospects of individual investees or industry sectors. Moreover, the inclusion of unrealized investment gains and
20


(losses) in equity securities can further distort such operating results and trends therein and thus lead to even greater period-to-period fluctuations in reported net income (loss). The impact of the continuous volatility in stock market valuations is most evident in its net of tax effect on net income (loss) for the periods reported upon.

FINANCIAL HIGHLIGHTS
Quarters Ended March 31,
SUMMARY INCOME STATEMENTS (a):
20212020% Change
Revenues:
Net premiums and fees earned$1,838.9 $1,559.3 17.9 %
Net investment income104.3 114.1 -8.6 
Other income36.3 34.6 4.7 
Total operating revenues1,979.6 1,708.2 15.9 
Investment gains (losses):
Realized from actual transactions7.8 18.5 
Unrealized from changes in fair value of equity securities367.5 (962.7)
Total investment gains (losses)375.4 (944.1)
Total revenues2,355.0 764.0 
Operating expenses:
Claim costs603.4 622.6 -3.1 
Sales and general expenses1,110.3 899.4 23.4 
Interest and other charges10.6 11.9 -10.6 
Total operating expenses1,724.4 1,534.0 12.4 %
Pretax income (loss)630.6 (769.9)
Income taxes (credits)128.5 (165.1)
Net income (loss)$502.1 $(604.8)
COMMON STOCK STATISTICS:
Components of net income (loss) per share:
Basic net income (loss) excluding investment gains (losses)
$0.69 $0.47 46.8 %
Net investment gains (losses):
Realized from actual transactions0.02 0.05 
Unrealized from changes in fair value of equity securities0.97 (2.53)
Basic net income (loss)$1.68 $(2.01)
Diluted net income (loss) excluding investment gains (losses)
$0.69 $0.47 46.8 %
Net investment gains (losses):
Realized from actual transactions0.02 0.05 
Unrealized from changes in fair value of equity securities0.97 (2.53)
Diluted net income (loss)$1.68 $(2.01)
Cash dividends on common stock$0.22 $0.21 
Book value per share$21.59 $17.29 24.9 %
(a) Certain reclassification adjustments were made to increase net premiums and fees earned with a corresponding increase to sales and general expenses in the quarter ended March 31, 2020 to conform the prior period to the current presentation. See Note (a) in Title Insurance Segment Results.

Management believes the information in sections A to G and J of the table on the following page highlight the most meaningful, realistic indicators of ORI's segmented and consolidated financial performance. The information underscores the necessity of reviewing reported results by separating the inherent volatility of securities markets and their above-noted impact on reported net income (loss).
21


Major Segmented and Consolidated Elements of Income (Loss)
Quarters Ended March 31,
20212020% Change
A. Net premiums, fees, and other income (c):
General insurance$859.1 $852.8 0.7 %
Title insurance967.7 690.7 40.1 
Corporate and other2.8 3.1 -9.4 
Other income36.3 34.6 4.7 
Subtotal1,866.0 1,581.4 18.0 
RFIG run-off business9.2 12.6 -26.8 
Consolidated$1,875.2 $1,594.0 17.6 %
B. Underwriting and related services income (loss):
General insurance$71.9 $37.5 91.7 %
Title insurance93.8 33.3 181.1 
Corporate and other(6.0)(2.9)-103.1 
Subtotal159.7 67.9 135.2 
RFIG run-off business1.7 4.0 -56.7 
Consolidated$161.4 $71.9 124.4 %
C. Consolidated underwriting ratio (d):
Claim ratio32.8 %39.9 %
Expense ratio58.1 55.2 
Combined ratio90.9 %95.1 %
D. Net investment income:
General insurance$84.8 $90.6 -6.3 %
Title insurance10.5 10.8 -3.0 
Corporate and other5.7 8.3 -31.2 
Subtotal101.1 109.8 -7.9 
RFIG run-off business3.2 4.3 -26.4 
Consolidated$104.3 $114.1 -8.6 %
E. Interest and other charges (credits):
General insurance$16.0 $18.0 
Title insurance0.6 0.8 
Corporate and other (a)(5.9)(6.9)
Subtotal10.6 11.9 
RFIG run-off business— — 
Consolidated$10.6 $11.9 -10.6 %
F. Segmented and consolidated pretax income (loss)
excluding investment gains (losses)(B+D-E):
General insurance$140.8 $110.1 27.9 %
Title insurance103.7 43.3 139.3 
Corporate and other5.6 12.3 -54.0 
Subtotal250.1 165.7 50.9 
RFIG run-off business4.9 8.4 -40.9 
Consolidated255.1 174.2 46.5 %
Income taxes (credits) on above (b)
48.8 33.3 
G. Net income (loss) excluding
investment gains (losses)206.3 140.8 46.5 %
H. Consolidated pretax investment
gains (losses):
Realized from actual transactions
and impairments7.8 18.5 
Unrealized from changes in
fair value of equity securities367.5 (962.7)
Total375.4 (944.1)
Income taxes (credits) on above79.6 (198.5)
Net of tax investment gains (losses)295.7 (745.6)
 I. Net income (loss)$502.1 $(604.8)
J. Consolidated operating cash flow$296.0 $216.3 
(a) Includes consolidation/elimination entries. (b) The effective tax rates applicable to pretax income excluding investment gains and (losses) were 19.1% and 19.2% for the first quarter 2021 and 2020, respectively. (c) Certain reclassification adjustments were made to increase net premiums and fees earned with a corresponding increase to sales and general expenses in the quarter ended March 31, 2020 to conform the prior period to the current presentation. See Note (a) in Title Insurance Segment results.
22


General Insurance Segment Results
General Insurance
Summary Operating Results
Quarters Ended March 31,
20212020% Change
Net premiums written$871.2 $860.7 1.2 %
Net premiums earned859.1 852.8 0.7 
Net investment income84.8 90.6 -6.3 
Other income36.0 34.5 4.4 
Operating revenues980.0 978.0 0.2 
Claim costs567.3 595.4 -4.7 
Sales and general expenses255.8 254.4 0.5 
Interest and other charges16.0 18.0 -11.1 
Operating expenses839.2 867.9 -3.3 
Segment pretax operating income (loss)$140.8 $110.1 27.9 %
Claim ratio66.0 %69.8 %
Expense ratio25.6 25.8 
Combined ratio91.6 %95.6 %

General Insurance net premiums earned were up slightly in the first quarter by comparison to the first quarter of the prior year which was largely unaffected by the pandemic. Strong premium rate increases for most lines of coverage, and new business production continued. Rising premiums in commercial auto, financial indemnity and property coverages largely offset the decline in workers’ compensation and general liability premiums. Net investment income decreased for the quarter as lower yields more than offset the higher investment base.

The General Insurance reported claim ratio improved in the first quarter, driven by favorable reserve development from prior periods, and from lower current period claim provisions in workers’ compensation and commercial auto coverages. The expense ratio remained relatively consistent with the prior year’s first quarter, and generally reflects the line of coverage mix, and the variability of sales and general expenses among various lines of coverage. Together, these factors produced significantly greater pretax operating income for the first quarter.

The following table shows recent annual and interim periods' claim ratios and the effects of claim development trends:
Effect of Prior Periods'
(Favorable)/Claim Ratio Excluding
ReportedUnfavorable ClaimPrior Periods' Claim
Claim RatioReserves DevelopmentReserves Development
201673.0 %0.3 %72.7 %
201771.8 0.7 71.1 
201872.2 — 72.2 
201971.8 0.4 71.4 
202069.9 %(0.8)%70.7 %
1st Quarter 202069.8 %(0.7)%70.5 %
1st Quarter 202166.0 %(2.7)%68.7 %

Quarterly and annual claim ratios and trends may not be particularly meaningful indicators of future outcomes for a liability-oriented mix of business with relatively long claim payment patterns. Assuming the current line of coverage mix, management's targets are claim ratio averages in the high 60% to low 70% range, expense ratio averages of 25% or below, and a combined ratio between 90% and 95%.
23


Title Insurance Segment Results
Title Insurance
Summary Operating Results
Quarters Ended March 31,
20212020% Change
Net premiums and fees earned (a)$967.7 $690.7 40.1 %
Net investment income10.5 10.8 -3.0 
Other income0.2 0.1 77.1 
Operating revenues978.4 701.6 39.4 
Claim costs29.2 21.5 35.8 
Sales and general expenses (a)844.8 635.9 32.9 
Interest and other charges0.6 0.8 -24.7 
Operating expenses874.7 658.3 32.9 
Segment pretax operating income (loss)$103.7 $43.3 139.3 %
Claim ratio3.0 %3.1 %
Expense ratio87.3 92.0 
Combined ratio90.3 %95.1 %
________

(a) Certain reclassification adjustments were made to increase net premiums and fees earned with a corresponding increase to sales and general expenses of $62.5 in the quarter ended March 31, 2020. These adjustments were made to conform the prior period to the current presentation to reflect such revenues gross of applicable commission expense and had no impact on segmented pretax operating income (loss).

Title Insurance net premiums and fees earned increased by approximately 40% over the first quarter of 2020, with strong results generated from both agency and direct production channels. This performance was driven by a continued low interest rate environment and a robust real estate market, resulting in an increase in both purchase transactions and refinance activity.

The Title Insurance reported claim ratio trended slightly lower for the quarter, influenced by favorable reserve development from prior periods. The expense ratio improved over the prior year’s first quarter from greater leverage of the expense structure on significantly higher premium and fee volume.

The following table shows recent annual and interim periods’ claim ratios and the effects of claim development trends:
Effect of Prior Periods'
(Favorable)/Claim Ratio Excluding
ReportedUnfavorable ClaimPrior Periods' Claim
Claim RatioReserves DevelopmentReserves Development
20163.5 %(1.0)%4.5 %
20170.8 (3.0)3.8 
20181.9 (1.8)3.7 
20192.5 (1.2)3.7 
20202.3 %(1.3)%3.6 %
1st Quarter 20203.1 %(0.5)%3.6 %
1st Quarter 20213.0 %(0.6)%3.6 %

24


RFIG Run-off Segment Results
RFIG Run-off
Summary Operating Results
Quarters Ended March 31,
20212020% Change
Mortgage Insurance (MI)
Net premiums earned$9.2 $12.6 -26.8 %
Net investment income3.2 4.3 -26.4 
Claim costs4.3 4.7 -9.9 
MI pretax operating income (loss)$4.9 $8.4 -40.9 %
Claim ratio46.5 %37.8 %
Expense ratio34.5 30.2 
Combined ratio81.0 %68.0 %

Pretax operating results of RFIG Run-off reflect the expected continuing drop in net earned premiums from declining risk in force, and claim costs affected by the economic impacts of the pandemic. Whereas delinquency trends continued to improve in 2021’s first quarter, they remain elevated by comparison to pre-pandemic levels. Investment income declined as a result of lower investment yields and to a lesser extent a lower invested asset base.

Prior to the onset of the pandemic, as indicated in the far right column of the following table, the RFIG Run-off claim ratios had experienced a decline in recent periods largely due to a combination of declining new loan defaults and stable-to-improving cure rates for outstanding delinquent loans.

Effect of Prior Periods'
(Favorable)/Claim Ratio Excluding
ReportedUnfavorable ClaimPrior Periods' Claim
Claim RatioReserves DevelopmentReserves Development
201634.1 %(39.8)%73.9 %
201757.6 (38.3)95.9 
201843.2 (27.0)70.2 
201955.0 (12.5)67.5 
202081.7 %(26.5)%108.2 %
1st Quarter 202037.8 %(14.6)%52.4 %
1st Quarter 202146.5 %(13.5)%60.0 %



25


Corporate and Other Operating Results
Corporate and Other
Summary Operating Results
Quarters Ended March 31,
20212020% Change
Net life and accident premiums earned$2.8 $3.1 -9.4 %
Net investment income5.7 8.3 -31.2 
Other operating income— — — 
Operating revenues8.5 11.5 -25.3 
Claim costs2.4 0.8 181.9 
Insurance expenses0.8 1.2 -35.1 
Corporate, interest and other expenses - net(0.3)(2.9)87.3 
Operating expenses2.9 (0.8)N/M
Corporate and other pretax operating income (loss)$5.6 $12.3 -54.0 %

This segment includes the combination of a small life and accident insurance business and the net costs associated with the parent holding company and its internal corporate services subsidiaries. The segment tends to produce highly variable results stemming from volatility inherent to the small scale of the life and accident insurance line, net investment income, and net interest charges (credits) pertaining to external and intra-system financing arrangements.

Summary Consolidated Balance Sheet
March 31,December 31,March 31,
202120202020
Assets:
Cash and fixed maturity securities$11,177.3 $11,365.1 $10,149.7 
Equity securities4,271.3 4,054.8 3,214.9 
Other invested assets116.1 115.3 114.7 
Cash and invested assets15,564.7 15,535.3 13,479.4 
Accounts and premiums receivable1,626.6 1,593.9 1,590.3 
Federal income tax recoverable: Deferred— — 130.1 
Reinsurance balances recoverable4,477.2 4,362.8 3,884.1 
Deferred policy acquisition costs334.9 328.0 323.3 
Sundry assets1,045.6 995.0 944.8 
Total assets$23,049.3 $22,815.2 $20,352.2 
Liabilities and Shareholders' Equity:
Policy liabilities$2,641.2 $2,593.1 $2,479.9 
Claim reserves10,853.3 10,671.0 9,995.9 
Federal income tax payable: Current36.9 4.2 27.9 
 Deferred165.0 137.3 — 
Reinsurance balances and funds793.5 725.4 727.9 
Debt947.2 966.4 967.8 
Sundry liabilities1,160.1 1,530.8 1,009.7 
Total liabilities16,597.4 16,628.5 15,209.3 
Shareholders' equity6,451.8 6,186.6 5,142.9 
Total liabilities and shareholders' equity$23,049.3 $22,815.2 $20,352.2 

26


Cash, Invested Assets, and Shareholders' Equity
Cash, Invested Assets, and Shareholders' Equity
% Change
March 31,Dec. 31,March 31,March '21/March '21/
202120202020Dec. '20March '20
Cash and invested assets:
Fixed maturity securities, cash and other invested assets$11,293.4 $11,480.4 $10,264.5 -1.6 %10.0 %
Equity securities4,271.3 4,054.8 3,214.9 5.3 32.9 
Total per balance sheet$15,564.7 $15,535.3 $13,479.4 0.2 %15.5 %
Total at cost for all$14,054.8 $14,151.6 $13,415.6 -0.7 %4.8 %
Composition of shareholders' equity per share:
Equity before items below$18.22 $17.73 $17.58 2.8 %3.6 %
Unrealized investment gains (losses) and other
accumulated comprehensive income (loss)3.37 3.02 (0.29)
Total$21.59 $20.75 $17.29 4.0 %24.9 %
Segmented composition of
 shareholders' equity per share:
Excluding RFIG run-off segment$20.13 $19.25 $15.89 4.6 %26.7 %
RFIG run-off segment1.46 1.50 1.40 
Consolidated total$21.59 $20.75 $17.29 4.0 %24.9 %

Old Republic's invested assets portfolio is directed in consideration of enterprise-wide risk management objectives. Most importantly, these are intended to ensure solid funding of the insurance subsidiaries' long-term obligations to customers, policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital accounts. For these reasons, the investment portfolio contains no significant insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations (CDO's), derivatives, hybrid securities, or illiquid private equity and hedge fund investments. Moreover, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities whose values are predicated on non-regulated financial instruments exhibiting amorphous or unfunded counter-party risk attributes.

As of March 31, 2021, the consolidated investment portfolio reflected an allocation of approximately 72% to fixed-maturity (bonds and notes) and short-term investments, and 28% to equity securities (common stock). The fixed-maturity portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities are stratified and conservatively matched to the expected timing of paying those obligations in the future. The quality of the investment portfolio has remained at high levels.

In recent years, a significant portion of our investable funds have been directed toward high-quality common stocks of U.S. companies (currently limited to fewer than 100 issues). We favor those with long-term records of reasonable earnings growth and steadily increasing dividends. Pursuant to enterprise risk management guidelines and controls, we perform regular stress tests of the equities portfolio to gain reasonable assurance that periodic downdrafts in market prices would not seriously undermine our financial strength and the long-term continuity and prospects of our insurance underwriting business.

27


Changes in shareholders' equity per share are reflected in the following table. As shown, these resulted mostly from net income excluding net investment gains (losses), realized and unrealized investment gains or losses, and dividend payments to shareholders.
Shareholders' Equity
Per Share
March 31,
20212020
Beginning balance$20.75 $19.98 
Changes in shareholders' equity:
Net income (loss) excluding net investment gains (losses)0.69 0.47 
Net of tax realized investment gains (losses)0.02 0.05 
Net of tax unrealized investment gains (losses) on
 securities carried at fair value0.33 (2.99)
Total net of tax realized and unrealized
investment gains (losses)0.35 (2.94)
Cash dividends(0.22)(0.21)
Other0.02 (0.01)
Net change0.84 (2.69)
Ending balance$21.59 $17.29 
Percentage change for the period4.0 %-13.5 %

Capitalization
Capitalization
March 31,December 31,March 31,
202120202020
Debt:
4.875% Senior Notes due 2024$398.0 $397.9 $397.5 
3.875% Senior Notes due 2026546.9 546.8 546.4 
Other miscellaneous debt2.2 21.7 23.9 
Total debt947.2 966.4 967.8 
Common shareholders' equity6,451.8 6,186.6 5,142.9 
Total capitalization$7,399.0 $7,153.1 $6,110.7 
Capitalization ratios:
Debt12.8 %13.5 %15.8 %
Common shareholders' equity87.2 86.5 84.2 
Total100.0 %100.0 %100.0 %




28


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.

FINANCIAL ACCOUNTING AND REPORTING POLICIES

The Company's annual and interim financial statements incorporate a large number and types of estimates relative to matters which are highly uncertain at the time the estimates are made. The estimation process required of an insurance enterprise such as Old Republic is by its very nature highly dynamic inasmuch as it necessitates a continuous evaluation, analysis, and quantification of factual data as it becomes known to the Company. As a result, actual experienced outcomes can differ from the estimates made at any point in time and thus affect future periods' reported revenues, expenses, net income or loss, and financial condition.

Old Republic believes that its most critical accounting estimates relate to: a) the determination of impairments in the value of investments; b) the recoverability of reinsured outstanding losses; and c) the establishment of reserves for losses and loss adjustment expenses. The major assumptions and methods used in setting these estimates are discussed in the Company's 2020 Annual Report on Form 10-K.

COVID-19 PANDEMIC AND OLD REPUBLIC'S BUSINESS

In the first quarter of 2021, the economy began to recover from the effects of the COVID-19 pandemic and the associated governmental responses (“COVID-19” or “the pandemic”) as the widespread distribution of effective vaccines commenced. General Insurance earned premiums increased slightly compared to the first quarter of 2020 when the impact of the pandemic was not yet reflected. Title Insurance continued to experience robust growth in premium and fee revenues as low interest rates and a favorable real estate market persisted. The RFIG Run-off business produced a small underwriting profit as delinquencies continued to decline from the elevated levels at the height of the pandemic.

As the equity market performance continued to improve, the Company’s common stock portfolio appreciated, however was partially offset by declines in the fixed maturity portfolio. This overall favorable investment valuation, along with higher retained earnings contributed to an increased book value per share of $21.59 as of March 31, 2021 from $20.75 at December 31, 2020.

As the economy emerges from the impacts of the pandemic, premium and fee revenues in General Insurance could continue growing, especially compared to the 2020 periods where exposure levels were lower due to the effects of the pandemic on economic activity and employment levels. Title Insurance premium and fee revenues could remain strong as long as low interest rates and a favorable real estate market continue. In the RFIG Run-off business, future claims experience could depend upon the continued, mitigating effects of loan forbearance programs mandated by the Federal government, and the rate at which employment levels recover. Management believes that the Company’s strong financial condition will enable it to thrive as the economy recovers.

Old Republic - Consolidated

Impact on business operations. Old Republic’s concern for the health of its associates continues to result in the reduction in activity at many of the Company’s offices. Relaxed governmental restrictions meant that several of Old Republic’s business operations were permitting more associates to return to the office. Even so, most of Old Republic’s associates are working remotely. Old Republic continues to experience no meaningful interruption in its ability to service the needs of customers.

Cash and Invested Assets. Old Republic’s investment portfolio is managed in consideration of its enterprise-wide risk management objectives. The portfolio emphasis has been on selecting high quality issuers and to ensure the reliable funding of the insurance subsidiaries’ obligations to policyholders and the long-term stability of the subsidiaries’ capital accounts. Old Republic does not have any material investments in illiquid alternative or real estate investments.

Influenced by concerns around COVID-19, U.S. equity markets experienced significant volatility and reductions in market values in the last several weeks of March 2020. Since then, financial markets have rebounded. For the quarter ended March 31, 2021, the equity portfolio recognized a $367.5 unrealized gain offset by a decline in the fair value of the fixed maturity securities portfolio of $241.1. No impairments were identified as of March 31, 2021.

Even with the broad improvement in financial markets, volatility could continue as long as the economy is impacted by COVID-19 and major sectors of the U.S. economy remain under pressure. Old Republic’s portfolio includes exposure to the energy sector, and although energy markets improved during the quarter, as a result of reduced demand arising from COVID-19, many issuers in this sector continue to experience financial and operating stresses. While these investments remain consistent with the Company’s investment philosophy, they are subject to regular and on-going review.

Old Republic has historically performed stress-testing of the investment portfolio, modeling the impact of significant declines in overall market values on the capital and surplus of its insurance subsidiaries. The investment
29


portfolio’s performance through the pandemic has been largely in-line with the results of these stress tests, and surplus levels remain strong. Old Republic has made no changes to its investment strategy as a result of COVID-19 and expects the composition of its investment portfolio to remain consistent with the long-term needs of the business.

Capital and Liquidity. Old Republic believes that its current liquidity position is sufficient to meet its obligations, including claim payments, operating expenses, interest and scheduled repayments on outstanding indebtedness and expected cash dividend payments. The Company’s ability to meet ongoing obligations is supported not only by premium revenue, but also by the expected interest and dividend income associated with Old Republic’s fixed maturity and equity investments. The Company’s nearest debt maturity is $400.0 of senior notes maturing in October 2024. Old Republic believes that it could access debt capital markets in the present environment on reasonable terms, given the Company’s current debt to total capitalization ratio of 12.8% and expected levels of operating income.

Internal Controls. Old Republic maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. While certain updates have been made to reflect a primarily remote work environment, the Company's internal controls over financial reporting have not materially changed.

General Insurance

Operating environment and product demand. The primary coverages in the General Insurance segment, as measured on first quarter 2021 net premiums earned, are commercial auto (40.3%), workers’ compensation (22.8%), inland marine and property (9.3%), financial indemnity (9.3%) and general liability (5.2%).

Demand for each of these coverages is related to overall economic conditions and this macroeconomic effect can be compounded (or mitigated) by exposure to sectors that are more (or less) affected by the particular economic environment. For example, premiums associated with workers' compensation coverage typically fall with reductions in payroll. However, the Company’s exposure to many of the most significantly affected sectors, such as small business, hospitality, restaurants and travel, is limited, which reduces to a degree Old Republic’s COVID-19 exposure. The impact of COVID-19 on demand for General Insurance products continued to be relatively modest. However, the full impact of the pandemic will not be known until all policy premiums are audited in connection with the annual policy term expiration.

Claims. Claims experience reflects changes in pricing and risk selection together with variability in loss severity and frequency trends. The overall impact of COVID-19 on claims experience was not significant as increased workers’ compensation claims were largely offset by reduced frequency and severity of non-COVID related claims.

Claims activity for certain coverages is correlated with U.S. economic activity, therefore it is possible that claims frequency and severity for these coverages could both be affected by COVID-19. However, as noted below, Old Republic’s risk sharing arrangements should mitigate the negative effects of increases in frequency and severity.

Reserves. Establishing claims reserves for the General Insurance business is a complex and dynamic process that requires a significant amount of judgment in an ordinary operating environment. That process and the judgment involved are made more complicated by the disruptions caused by COVID-19. Old Republic has not made significant changes to reserves or reserving practices during the period.

Reinsurance and Retention Limits. Old Republic uses external reinsurance and other risk-sharing arrangements to limit the maximum losses for which it may be liable under its policies. Old Republic has risk-sharing arrangements in place for many of the coverages that have been impacted by COVID-19. In addition, Old Republic’s reinsurance arrangements may limit the negative impact of the pandemic for certain other coverages.

Consistent with its existing practices, Old Republic monitors on an on-going basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or self-insured deductible policies and obtains sufficient collateral in the form of letters of credit, securities and other financial instruments. Old Republic continuously monitors the sufficiency of this collateral and the credit risk of its counterparties.

Regulation. Old Republic’s insurance company subsidiaries are subject to on-going regulation by state insurance departments. In response to COVID-19, insurance departments have been active in publishing additional guidance and other regulatory actions that impact the business. This regulatory guidance primarily relates to the collection of premium, the cancellation or non-renewal of policies, presumption of coverage and notice periods relating to claims. These regulatory initiatives have not had a significant impact on Old Republic.

Title Insurance

Operating environment and product demand. In the first quarter of 2021, net premium and fees earned in the Title segment reached all-time first quarter highs. Notwithstanding the impact on the U.S. economy caused by COVID-19, the demand for title insurance coverage remains strong.

The demand for title insurance products is correlated with the strength of the residential and commercial real estate markets. While COVID-19 and the resulting restrictions on in-person gatherings and reduction in business activity had a negative impact on the broader U.S. economy, the residential real estate markets, and thus the demand for title insurance, remains robust. The impact continues to be felt however in the commercial real estate markets with COVID-19 uncertainties creating a reduction in business activity and a reduction in Title insurance premium and fee
30


revenue associated with commercial transactions. Many of the key indicators used to evaluate the Title business, such as open orders, were at elevated levels at March 31, 2021.

Regulation. The housing market and the real estate lending industry are heavily regulated and there have been regulatory responses to the pandemic. These regulatory initiatives include those targeted at aiding consumers, which may ultimately have a significant impact on mortgage lenders and investors in pooled mortgage products. This could decrease the availability of mortgage funding, negatively impacting the housing market and thus the demand for Title insurance. These initiatives have not had a significant effect on the Title business.

Claims. The effects of COVID-19 on the U.S. real estate market did not materially affect claims experience for the quarter ended March 31, 2021.

RFIG Run-Off Business

Operating environment and product demand. As noted elsewhere, Old Republic’s RFIG run-off business, led by its principal insurance carriers Republic Mortgage Insurance Company ("RMIC") and Republic Mortgage Guaranty Insurance Corporation ("RMGIC"), ceased writing new mortgage guaranty insurance in 2011. The operating results for all periods presented reflect the expected, continuing drop in net earned premiums from declining risk in force.

Regulation. The North Carolina Department of Insurance ("NCDOI") performs regulatory oversight of RMIC and RMGIC. During the first quarter, RMIC and RMGIC sought and received approval from the NCDOI to resume payment of extraordinary dividends amounting to $25.0 to ORI, following 2020's temporary suspension of capital returns.

Capital. As of March 31, 2021, total statutory capital for the group, inclusive of a contingency reserve, totaled $426.6. Old Republic continually monitors its capital position based on financial estimates of operating results over the remaining run-off period. The payment of future extraordinary dividends will require regulatory approval from the NCDOI.

Claims. The economic impact of COVID-19 led to an increase in the number of reported delinquencies resulting in higher claim reserves and incurred losses during 2020. Although such trends have improved since their peak in second quarter of 2020, the number of outstanding delinquencies remains elevated relative to pre-pandemic levels. Changes in U.S. employment levels and in the residential real estate markets could affect mortgage insurance claims. Future claim experience will depend on factors such as, among others, the mitigating effects of extensive loan forbearance programs mandated by the Federal government under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, future governmental stimulus and regulatory initiatives, and the rate at which the overall economy, and in particular employment levels, recover once mandates intended to mitigate the transmission of COVID-19 are lifted.

FINANCIAL POSITION

The Company's financial position at March 31, 2021 reflected increases in assets and common shareholders' equity of 1.0% and 4.3%, respectively, and a decrease in liabilities of .2% when compared to the immediately preceding year-end. Cash and invested assets represented 67.5% and 68.1% of consolidated assets as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, the invested asset base, cash and accrued investment income increased by .2% to $15,564.7.

Investments - During the first three months of 2021 and 2020, the Company committed the majority of investable funds to short to intermediate-term fixed maturity securities and higher yielding publicly traded large capitalization equity securities. Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both March 31, 2021 and December 31, 2020, nearly all of the Company's investments consisted of marketable securities. The investment portfolio contains no significant insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations ("CDO's"), derivatives, hybrid securities, or illiquid private equity and hedge fund investments. Moreover, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities whose values are predicated on non-regulated financial instruments exhibiting amorphous or unfunded counter-party risk attributes. At March 31, 2021, the Company had no fixed maturity investments in default as to principal and/or interest.

Short-term investment positions reflect a large variety of seasonal and intermediate-term factors including current operating needs, expected operating cash flows, seasonality of quarterly cash flow, debt maturities, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels.

The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The long-term fixed maturity investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage and asset backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate
31


maturity. The combination of these investment management practices is expected to produce a more stable long-term fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.

The fair value of the Company's long-term fixed maturity investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the long-term fixed maturity investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed maturity investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed maturity investment portfolio. All such changes in fair value of available for sale securities are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a separate component of the statement of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed maturity securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.

Possible future declines in fair values for Old Republic's available for sale fixed maturity portfolio would negatively affect the common shareholders' equity account at any point in time, but would not necessarily result in the recognition of realized investment losses. The status and fair value changes of each of the fixed maturity investments are reviewed at least once per quarter during the year, and estimates of impairments and allowances for credit losses in the portfolio's value are evaluated and established at each quarterly balance sheet date. In reviewing investments for impairment, the Company, in addition to a security's market price history, considers the totality of such factors as the issuer's operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audited financial statements, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of the issuer's previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments.

The following tables show certain information relating to the Company's fixed maturity and equity portfolios as of the dates shown.

Fixed Maturity Securities Stratified by Credit Quality (a):
March 31,December 31,
20212020
Aaa24.1 %24.6 %
Aa13.2 13.1 
A32.4 33.0 
Baa27.4 26.5 
Total investment grade97.1 97.2 
All other (b)2.9 2.8 
Total100.0 %100.0 %
__________

(a)    Credit quality ratings referred to herein are a blend of those assigned by the major credit rating agencies for U.S. and Canadian Governments, Agencies, Corporates and Municipal issuers.
(b)    "All other" includes non-investment grade or non-rated issuers.

Gross Unrealized Losses Stratified by Industry Concentration for Non-Investment Grade Fixed Maturity Securities
March 31, 2021Amortized
Cost
Gross
Unrealized
Losses
Fixed Maturity Securities by Industry Concentration:
Energy$23.0 $.8 
Natural Gas17.9 — 
Total$41.0 (a)$.8 
__________

(a)    Represents 0.4% of the total fixed maturity securities portfolio.
32


Gross Unrealized Losses Stratified by Industry Concentration for Investment Grade Fixed Maturity Securities
March 31, 2021Amortized
Cost
Gross
Unrealized
Losses
Fixed Maturity Securities by Industry Concentration:
Utilities$323.9 $16.7 
Consumer Staples139.6 7.2 
Health Care146.3 6.9 
Retail118.5 6.4 
Industrial140.3 6.0 
Other (includes 15 industry groups)1,185.0 36.5 
Total$2,053.7 (b)$79.9 
__________

(b)    Represents 20.4% of the total fixed maturity securities portfolio.
Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities
March 31, 2021
Cost
Gross
Unrealized
Losses
Equity Securities by Industry Concentration:
Energy$394.7 $74.0 
Utilities90.5 9.8 
Telecom108.6 7.6 
Technology72.3 5.2 
Other (includes 2 industry groups)86.5 1.6 
Total$752.7 (c)$98.4 (d)
__________

(c)    Represents 24.1% of the total equity securities portfolio.
(d)    Represents 3.2% of the cost of the total equity securities portfolio, while gross unrealized gains represent 40.1% of the portfolio.
Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Maturity Securities
Amortized Cost
of Fixed Maturity Securities
Gross Unrealized Losses
March 31, 2021AllNon-
Investment
Grade Only
AllNon-
Investment
Grade Only
Maturity Ranges:
Due in one year or less$58.6 $— $— $— 
Due after one year through five years414.1 26.2 2.2 — 
Due after five years through ten years1,550.5 14.8 75.7 .7 
Due after ten years71.4 — 2.8 — 
Total$2,094.8 $41.0 $80.8 $.8 
33


Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses
Amount of Gross Unrealized Losses
March 31, 2021Less than
20% of
Cost
20% to
50%
of Cost
More than
50% of Cost
Total Gross
Unrealized
Loss
Number of Months in Unrealized Loss Position:
Fixed Maturity Securities:
One to six months$80.0 $— $— $80.0 
Seven to twelve months.7 — — .7 
More than twelve months— — — — 
Total$80.8 $— $— $80.8 
Number of Issues in Unrealized Loss Position:
Fixed Maturity Securities:
One to six months315 — — 315 
Seven to twelve months— — 
More than twelve months— — 
Total323 — — 323 (e)
__________

(e)    At March 31, 2021 the number of issues in an unrealized loss position represent 17.0% of the total number of such fixed maturity issues held by the Company.

The aging of issues with unrealized losses employs balance sheet date fair value comparisons with an issue's cost. The percentage reduction from such cost reflects the decline as of a specific point in time (March 31, 2021 in the above table) and, accordingly, is not indicative of a security's value having been consistently below its cost at the percentages shown nor throughout the periods shown.
Age Distribution of Fixed Maturity Securities
March 31,December 31,
20212020
Maturity Ranges:
Due in one year or less10.1 %9.8 %
Due after one year through five years54.2 57.0 
Due after five years through ten years34.7 31.4 
Due after ten years through fifteen years.9 1.7 
Due after fifteen years.1 .1 
Total100.0 %100.0 %
Average Maturity in Years4.4 4.3 
Duration (f)4.0 3.8 
___________

(f)    Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 4.0 as of March 31, 2021 implies that a 100 basis point parallel increase in interest rates from current levels would result in a possible decline in the fair value of the long-term fixed maturity investment portfolio of approximately 4.0%.
34


Composition of Unrealized Gains (Losses)
March 31,December 31,
20212020
Available for Sale Fixed Maturity Securities:
Amortized cost$10,058.5 $9,897.6 
Estimated fair value10,415.9 10,496.8 
Net unrealized gains (losses)$357.4 $599.1 
Components of net unrealized gains (losses):
Gross unrealized gains$438.2 $602.9 
Gross unrealized losses(80.8)(3.8)
Net unrealized gains (losses)$357.4 $599.1 
Equity Securities:
Cost$3,118.6 $3,269.7 
Estimated fair value4,271.3 4,054.8 
Net unrealized gains (losses)(g)$1,152.6 $785.1 
Components of net unrealized gains (losses):
Gross unrealized gains$1,251.1 $1,028.1 
Gross unrealized losses(98.4)(243.0)
Net unrealized gains (losses)(g)$1,152.6 $785.1 
___________

(g)    Unrealized gains and losses from changes in fair value of equity securities are included in total realized and unrealized investment gains (losses) in the consolidated statements of income.

Other Assets - Among other major assets, substantially all of the Company's receivables are not past due. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in claims costs. The Company's deferred policy acquisition cost balances have not fluctuated substantially from period-to-period, and do not represent significant percentages of assets or shareholders' equity.

Liquidity - The parent holding company meets its liquidity and capital needs principally through dividends and interest on intercompany financing arrangements paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on December 31, 2020 statutory balances, the Company can receive up to $699.3 in dividends from its subsidiaries in 2021 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is considered sufficient to cover the parent holding company's currently expected cash outflows represented mostly by interest and scheduled repayments on outstanding debt, reasonably anticipated cash dividend payments to shareholders, modest operating expenses, and the near-term capital needs of its operating company subsidiaries.

Capitalization - Old Republic's total capitalization of $7,399.0 at March 31, 2021 consisted of debt of $947.2 and common shareholders' equity of $6,451.8. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), and dividend payments to shareholders for the period then ended. At March 31, 2021, the Company's consolidated debt to equity ratio was 14.7%.

Old Republic has paid a cash dividend without interruption since 1942 (80 years), and it has raised the annual cash dividend payout for each of the past 40 years. The dividend rate is reviewed and approved by the Board of Directors on a quarterly basis each year. In establishing each year's cash dividend rate the Company does not follow a strict formulaic approach. Rather, it favors a gradual rise in the annual dividend rate that is largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's dividend rate is set judgmentally in consideration of such key factors as the dividend paying capacity of the Company's insurance subsidiaries, the trends in average annual statutory and GAAP earnings for the five to ten most recent calendar years, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries.

Under state insurance regulations, the Company's three mortgage guaranty insurance subsidiaries are required to hold minimum amounts of capital based on specified formulas. Since the Company's mortgage insurance subsidiaries have discontinued writing new business the risk-to-capital ratio considerations are therefore no longer of consequence.
35



RESULTS OF OPERATIONS
Revenues: Premiums & Fees

Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:

Substantially all general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related benefits, claims and expenses. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations.

Title premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries) represent approximately 23% of 2021 consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining 77% of consolidated title premium and fee revenues is produced by independent title agents and underwritten title companies. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.

The Company's mortgage guaranty premiums primarily stem from monthly installments paid on long-duration, guaranteed renewable insurance policies. Such premiums are written and earned in the month coverage is effective. With respect to relatively few annual or single premium policies, earned premiums are largely recognized on a pro-rata basis over the terms of the policies.

The major sources of Old Republic's consolidated earned premiums and fees for the periods shown were as follows:
Net Earned Premiums and Fees
GeneralTitle (*) RFIG Run-offOtherTotal (*)% Change
from prior
period (*)
Years Ended December 31:
2018$3,277.1 $2,573.1 $75.9 $14.6 $5,940.9 3.0 %
20193,432.4 2,736.0 59.2 13.4 6,241.1 5.1 
20203,394.2 3,286.3 45.1 12.0 6,737.8 8.0 
Quarters Ended March 31:
2020852.8 690.7 12.6 3.1 1,559.3 11.1 
2021$859.1 $967.7 $9.2 $2.8 $1,838.9 17.9 %
__________

(*)    Reclassification adjustments were made to certain Title segment revenues and expenses in prior periods to conform to the current presentation. See Note 1 to the accompanying Notes to Consolidated Financial Statements.

The percentage allocation of net premiums earned for major insurance coverages in the General Insurance Group was as follows:
General Insurance Net Earned Premiums by Type of Coverage
Commercial
Automobile
(mostly
trucking)
Workers'
Compensation
Inland
Marine
and
Property
Financial
Indemnity
General
Liability
Other
Years Ended December 31:
201836.8 %31.1 %7.7 %5.3 %6.2 %12.9 %
201937.2 29.1 7.6 6.4 6.6 13.1 
202038.4 25.4 8.7 8.0 6.0 13.5 
Quarters Ended March 31:
202038.0 27.0 7.9 7.6 6.8 12.7 
202140.3 %22.8 %9.3 %9.3 %5.2 %13.1 %

36


The following table shows the percentage distribution of Title Group premium and fee revenues by production sources:
Title Premium and Fee Production by Source (*)
Direct
Operations
Independent
Title
Agents &
Other
Years Ended December 31:
201823.7 %76.3 %
201924.9 75.1 
202024.9 75.1 
Quarters Ended March 31:
202024.5 75.5 
202123.1 %76.9 %
__________

(*)    Reclassification adjustments were made to certain Title segment revenues and expenses in prior periods to conform to the current presentation. See Note 1 to the accompanying Notes to Consolidated Financial Statements.

The following tables provide information on production and related risk exposure trends for Old Republic's mortgage guaranty insurance operation:
Premium and Persistency Trends:Net Earned PremiumsPersistency
Years Ended December 31:
2018$74.4 79.2 %
201958.8 77.5 
202045.1 77.6 
Quarter Ended March 31:
202012.6 76.8 
2021$9.2 76.3 %

The Company's flagship mortgage guaranty insurance carrier ceased the underwriting of new policies effective August 31, 2011 and the existing book of business was placed in run-off operating mode.
Net Risk in Force
Net Risk in Force By Type:Traditional PrimaryBulk & OtherTotal
As of December 31:
2018$3,098.3 $246.7 $3,345.0 
20192,388.3 201.8 2,590.1 
20201,842.2 169.0 2,011.2 
As of March 31:
20202,255.1 192.2 2,447.3 
2021$1,706.4 $162.2 $1,868.6 

Risk Distribution by Property State:
FLILGACANJMDTXNYPAVA
As of December 31:
20188.5 %6.3 %5.9 %5.4 %4.7 %4.5 %5.5 %3.7 %4.3 %3.8 %
20198.9 6.7 6.1 5.7 5.0 4.9 4.8 3.9 4.1 3.8 
20209.2 7.0 6.0 5.8 5.3 5.1 4.5 4.2 4.1 3.7 
As of March 31:
20208.9 6.8 6.1 5.8 5.0 5.0 4.7 4.0 4.1 3.8 
20219.3 %7.1 %6.1 %5.8 %5.3 %5.2 %4.5 %4.4 %4.1 %3.8 %

37


Revenues: Net Investment Income

Net investment income is affected by trends in interest and dividend yields for the types of securities in which the Company's funds are invested during each reporting period. The following tables reflect the segmented and consolidated invested asset bases as of the indicated dates, and the investment income earned and resulting yields on such assets. Since the Company can exercise little control over fair values, yields are evaluated on the basis of investment income earned in relation to the cost of the underlying invested assets, though yields based on the fair values of such assets are also shown in the statistics below.
Invested Assets at CostFair
Value
Adjust-
ment
Invested
Assets at
Fair
Value (a)
GeneralTitleRFIG Run-offCorporate
and Other
Total
As of December 31:
2019$10,577.9 $1,172.3 $566.3 $841.7 $13,158.4 $1,200.7 $14,359.2 
202010,987.8 1,328.4 545.1 1,083.8 13,945.2 1,384.9 15,330.1 
As of March 31:
202010,653.5 1,167.5 529.4 829.9 13,180.5 64.3 13,244.8 
2021$11,133.6 $1,388.0 $525.5 $796.6 $13,843.7 $1,510.3 $15,354.1 
__________

(a) The March 31, 2020 and December 31, 2019 balances includes fixed maturity securities classified as held to maturity which are reported and reflected herein at amortized cost.
Net Investment IncomeYield at
GeneralTitle RFIG Run-offCorporate
and Other
TotalOriginal CostFair
Value
Years Ended
December 31:
2018$341.0 $38.8 $20.1 $31.7 $431.8 3.41 %3.28 %
2019356.4 41.4 17.6 35.1 450.7 3.48 3.30 
2020352.2 42.0 15.2 29.4 438.9 3.24 2.96 
Quarters Ended
March 31:
202090.6 10.8 4.3 8.3 114.1 3.47 3.31 
2021$84.8 $10.5 $3.2 $5.7 $104.3 3.00 %2.72 %

Revenues: Net Investment Gains (Losses)

The Company's investment policies are not designed to maximize or emphasize the realization of investment gains. Rather, these policies aim for a stable source of income from interest and dividends, protection of capital, and the providing of sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Dispositions of fixed maturity securities from scheduled maturities and early calls were 68.2% and 77.0% of total dispositions occurring in the first quarter of 2021 and 2020, respectively.

The following table reflects the composition of net investment gains or losses for the periods shown.
38


Realized Investment Gains (Losses) from Actual TransactionsImpairment Losses on SecuritiesUnrealized Gains (Losses) from Changes in Fair Value of Equity Securities
Fixed
Maturity
Securities
Equity
Securities
and Miscel-laneous Investments
TotalFixed
Maturity
Securities
Miscel-laneous InvestmentsTotalTotal Investment Gains (Losses)
Years Ended
December 31:
2018$(4.8)$63.1 $58.2 $— $— $— $(293.8)$(235.6)
2019(1.9)40.6 38.6 (2.0)— (2.0)599.5 636.1 
2020(7.4)21.6 14.2 — — — (156.2)(142.0)
Quarters Ended
March 31:
2020.3 18.2 18.5 — — — (962.7)(944.1)
2021$.3 $7.5 $7.8 $— $— $— $367.5 $375.4 

Expenses: Benefits and Claims

The Company records the benefits, claims and related settlement costs that have been incurred during each accounting period. Total claim costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years' claim occurrences at each balance sheet date.

The following table shows a breakdown of gross and net of reinsurance claim reserve estimates for major types of insurance coverages as of March 31, 2021 and December 31, 2020:
Claim and Loss Adjustment Expense Reserves
March 31, 2021December 31, 2020
GrossNetGrossNet
Workers' compensation$4,907.5 $3,005.5 $4,929.2 $3,044.1 
General liability1,329.5 660.0 1,309.4 641.5 
Commercial automobile (mostly trucking)2,486.4 1,650.2 2,379.8 1,591.5 
Other coverages1,146.2 828.1 1,086.2 782.4 
Unallocated loss adjustment expense reserves271.8 271.7 269.1 268.3 
Total general insurance reserves10,141.6 6,415.5 9,973.9 6,328.0 
Title571.4 571.4 556.1 556.1 
RFIG Run-off127.4 127.4 127.6 127.6 
Life and accident12.8 8.5 13.2 8.6 
Total claim and loss adjustment expense reserves$10,853.3 $7,122.9 $10,671.0 $7,020.4 
Asbestosis and environmental claim reserves included
in the above general insurance reserves:
Amount$128.0 $83.4 $127.6 $82.4 
% of total general insurance reserves1.3 %1.3 %1.3 %1.3 %

The Company's reserve for loss and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including incurred but not reported losses and loss adjustment expenses. The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors as further discussed below. Consequently, reserves established are a reflection of the opinions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated claim costs and the resulting changes in estimates are recorded in operations of the periods during which they are made. Increases to prior reserve estimates are often referred to as unfavorable development whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.

39


Overview of Loss Reserving Process

The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's general insurance operations encompasses a large variety of coverages or classes of commercial insurance; it has negligible exposure to personal insurance coverages such as homeowners or private passenger automobile insurance that exhibit wide diversification of risks, significant frequency of claim occurrences, and high degrees of statistical credibility. Additionally, the Company's insurance subsidiaries do not provide significant amounts of insurance protection for premises; most of its property insurance exposures relate to cargo, incidental property, and insureds' inland marine assets. Consequently, the wide variety of policies issued and commercial insurance customers served require that loss reserves be analyzed and established in the context of the unique or different attributes of each block or class of business produced by the Company. For example, accident liability claims emanating from insured trucking companies or from general aviation customers become known relatively quickly, whereas claims of a general liability nature arising from the building activities of a construction company may emerge over extended periods of time. Similarly, claims filed pursuant to errors and omissions or directors and officers liability coverages are usually not prone to immediate evaluation or quantification inasmuch as many such claims may be litigated over several years and their ultimate costs may be affected by the vagaries of judged or jury verdicts. Approximately 91% of the general insurance group's claim reserves stem from liability insurance coverages for commercial customers which typically require more extended periods of investigation and at times protracted litigation before they are finally settled. As a consequence of these and other factors, Old Republic does not utilize a single, overarching loss reserving approach.

The Company prepares periodic analyses of its loss reserve estimates for its significant insurance coverages. It establishes point estimates for most losses on an insurance coverage line-by-line basis for individual subsidiaries, sub-classes, individual accounts, blocks of business or other unique concentrations of insurance risks such as directors and officers liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized as such in setting these reserves. Instead the reported reserves encompass the Company's best point estimates at each reporting date and the overall reserve level at any point in time therefore represents the compilation of a very large number of reported reserve estimates and the results of a variety of formula calculations largely driven by analysis of historical data. Favorable or unfavorable developments of prior year reserves are implicitly covered by the point estimates incorporated in total reserves at each balance sheet date. The Company does not project future variability or make an explicit provision for uncertainty when determining its best estimate of loss reserves. Over the most recent decade actual incurred losses have developed within a reasonable range of their original estimates.

Aggregate loss reserves consist of liability estimates for claims that have been reported ("case") to the Company's insurance subsidiaries and reserves for claims that have been incurred but not yet reported ("IBNR") or whose ultimate costs may not become fully apparent until a future time. Additionally, the Company establishes unallocated loss adjustment expense reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends, and are intended to cover the unallocated costs of claim departments' administration of case and IBNR claims over time. Long-term, disability-type workers' compensation reserves are discounted to present value based on interest rates that generally range from 3.0% to 4.0%.

A large variety of statistical analyses and formula calculations are utilized to provide for IBNR claim costs as well as additional costs that can arise from such factors as monetary and social inflation, changes in claims administration processes, changes in reinsurance ceded and recoverability levels, and expected trends in claim costs and related ratios. Typically, such formulas take into account so-called link ratios that represent prior years' patterns of incurred or paid loss trends between succeeding years, or past experience relative to progressions of the number of claims reported over time and ultimate average costs per claim.

Overall, reserves pertaining to several hundred large individual commercial insurance accounts that exhibit sufficient statistical credibility, and at times may be subject to retrospective premium rating plans or the utilization of varying levels or types of self-insured retentions through captive insurers and similar risk management mechanisms are established on an account by account basis using case reserves and applicable formula-driven methods. Large account reserves are usually set and analyzed for groups of coverages such as workers' compensation, commercial automobile (trucking) and general liability that are typically underwritten jointly for many customers. For certain so-called long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, officers and directors' liability, and commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years' loss reserves on the basis of expected claim ratios. Such expected claim ratios typically reflect currently estimated claim ratios from prior accident years, adjusted for the effect of actual and anticipated rate changes, actual and anticipated changes in coverage, reinsurance, mix of business, and other anticipated changes in external factors such as trends in loss costs or the legal and claims environment. Expected claim ratios are generally used for the two to five most recent accident years depending on the individual class or category of business. As actual claims data emerges in succeeding interim and annual periods, the original accident year claim ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical projection techniques such as the Bornhuetter/Ferguson method which utilizes data from the more mature experience of prior years to arrive at a likely indication of more recent years' loss trends and costs.

Title insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all claim reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of
40


policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate costs of claims.

RFIG Run-off mortgage guaranty insurance reserves for unpaid claims and claim adjustment expenses are recognized only upon an instance of default, defined as an insured mortgage loan for which two or more consecutive monthly payments have been missed. Loss reserves are based on statistical calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported. Further, the loss reserve estimating process takes into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates for reported loan delinquencies at various stages of default, the level of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and management judgments relative to future employment levels, housing market activity, and mortgage loan interest costs, demand, and extensions.

The Company has the legal right to rescind mortgage insurance coverage unilaterally as expressly stated in its policy. Moreover, two federal courts that have considered that policy wording have each affirmed that right. According to the policy, if any representations are materially false or misleading with respect to a loan, the Company has the right to cancel or rescind coverage for that loan retroactively to commencement of the coverage. In the case of mortgage guaranty insurance, rescissions have occurred regularly over the years but have been generally immaterial. During the period of the great recession the Company experienced a much greater incidence of rescissions due to increased levels of observed fraud and misrepresentations in insurance applications pertaining to business underwritten between 2004 and the first half of 2008 in particular. In recent years, the incidence of rescissions has returned to immaterial levels.

Incurred Loss Experience

Management believes that the Company's overall reserving practices have been consistently applied over many years. For at least the past ten years, previously established aggregate reserves have produced reasonable estimates of the cumulative ultimate net costs of claims incurred. However, there are no guarantees that such outcomes will continue, and, accordingly, no representation is made that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates. In management's opinion, however, such potential development is not likely to have a material effect on the Company's consolidated financial position, although it could affect materially its consolidated results of operations for any one annual or interim reporting period. See further discussion in the Company's 2020 Annual Report on Form 10-K under Item 1A - Risk Factors.

A summary of changes in aggregate reserves for claims and related costs is included in Note 4 of the Consolidated Financial Statements.

The percentage of net claims, benefits and related settlement expenses incurred as a percentage of premiums and related fee revenues of the Company's three major operating segments and for consolidated operations were as follows:
GeneralTitle (*)RFIG Run-offConsolidated (*)
Years Ended December 31:
201872.2 %1.9 %39.4 %41.4 %
201971.8 2.5 53.5 41.2 
202069.9 2.3 81.7 37.0 
Quarters Ended March 31:
202069.8 3.1 37.8 39.9 
202166.0 %3.0 %46.5 %32.8 %
__________

(*)    Reclassification adjustments were made to certain Title segment revenues and expenses in prior periods to conform to the current presentation. See Note 1 to the accompanying Notes to Consolidated Financial Statements.

The percentage of net claims, benefits and related settlement expenses measured against premiums earned by major types of general insurance coverage were as follows:
41


General Insurance Claim Ratios by Type of Coverage
All
Coverages
Commercial
Automobile
(mostly
trucking)
Workers'
Compen-sation
Inland
Marine
and
Property
Financial
Indemnity
General
Liability
Other
Years Ended
December 31:
201872.2 %79.3 %70.7 %62.8 %73.8 %68.9 %60.1 %
201971.8 84.0 63.2 62.6 64.0 77.8 61.4 
202069.9 80.8 60.8 58.3 57.1 73.6 67.2 
Quarters Ended
March 31:
202069.8 77.0 71.0 55.5 60.7 70.4 66.3 
202166.0 %73.7 %56.0 %55.1 %61.0 %92.2 %66.4 %

The General Insurance reported claim ratio improved in the first quarter 2021, driven by favorable reserve development from prior periods, and from lower current period claim provisions in workers' compensation and commercial auto coverages. The group experienced favorable development of prior years' reserves of 2.7 and .7 percentage points for the first quarter of 2021 and 2020, respectively.

Unfavorable asbestos and environmental ("A&E") claim developments, although not material in any of the periods presented, are typically attributable to A&E claim reserves due to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often workers' compensation, deemed assignable to A&E category of losses. Except for a small portion that emanates from ongoing primary insurance operations, a large majority of the A&E claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools which were discontinued during the 1980's and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim costs. Claims administration for the assumed portion of the Company's A&E exposures is handled by the claims departments of unrelated primary or ceding reinsurance companies. While the Company performs periodic reviews of certain claim files managed by third parties, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as so-called survival ratios. Such ratios represent the number of years' average paid losses for the three or five most recent calendar years that are encompassed by an insurer's A&E reserve level at any point in time. According to this simplistic appraisal of an insurer's A&E loss reserve level, Old Republic's average five year survival ratios stood at 7.6 years (gross) and 8.3 years (net of reinsurance) as of March 31, 2021 and 6.3 years (gross) and 7.1 years (net of reinsurance) as of December 31, 2020. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. Incurred net losses for A&E claims have averaged .3% of general insurance group net incurred losses for the five years ended December 31, 2020.

Title insurance claim ratios have remained in the single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. The reported claim ratio trended slightly lower for the first quarter 2021, influenced by favorable reserve development from prior periods. This favorable development of reserves established in prior years reduced the claim ratio by .6 and .5 percentage points in the first quarter of 2021 and 2020, respectively.

First quarter 2021 RFIG Run-off claim costs were affected by the economic impacts of the pandemic. Whereas delinquency trends continued to improve in 2021's first quarter, they remain elevated by comparison to pre-pandemic levels. Incurred claim ratios reflect favorable development of 13.5 and 14.6 percentage points in the first quarter of 2021 and 2020, respectively.

Certain mortgage guaranty average claims related trends are listed below:
Average Settled Claim Amount (a)Reported Delinquency
Ratio at End of Period
Years Ended December 31:
2018$46,946 9.9 %
201949,195 10.1 
202037,172 14.2 
Quarter Ended March 31:
202048,365 9.5 
2021$50,991 14.0 %
__________

(a)    Amounts are in whole dollars.
42


Total Delinquency Rated for Top Ten States (includes "other" business) (b):
FLILGACANJMDTXNYPAVA
As of December 31:
201810.6 %9.2 %8.1 %6.8 %15.3 %10.7 %10.4 %21.3 %12.0 %7.9 %
20198.8 9.0 8.6 6.5 12.4 10.4 12.4 20.7 12.4 7.8 
202013.1 13.8 12.7 9.9 18.2 15.2 18.7 25.5 15.7 12.4 
As of March 31:
20208.4 8.4 8.3 5.7 11.4 10.1 11.5 20.1 12.0 7.0 
202112.7 %14.1 %12.4 %10.0 %17.5 %15.0 %19.0 %24.7 %15.5 %12.4 %
__________

(b)    As determined by risk in force as of March 31, 2021, these 10 states represent approximately 55.4% of total risk in force.

Reinsurance Programs

To maintain premium production within its capacity and limit maximum losses and risks for which it might become liable under its policies, Old Republic may cede a portion or all of its premiums and 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 2020 Annual Report on Form 10-K.

Expenses: Underwriting Acquisition and Other Expenses

The following table sets forth the expense ratios registered by each major business segment and in consolidation for the periods shown:
RFIG
GeneralTitle (*)Run-offConsolidated (*)
Years Ended December 31:
201825.0 %90.9 %21.5 %53.5 %
201925.7 90.5 25.0 54.1 
202025.6 88.4 30.2 56.3 
Quarters Ended March 31:
202025.8 92.0 30.2 55.2 
202125.6 %87.3 %34.5 %58.1 %
__________

(*)    Reclassification adjustments were made to certain Title segment revenues and expenses in prior periods to conform to the current presentation. See Note 1 to the accompanying Notes to Consolidated Financial Statements.

Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and attendant costs of producing business in the Company's three largest business segments. To a significant degree, expense ratios for both the general and title insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income. Moreover, general operating expenses can contract or expand in differing proportions due to varying levels of operating efficiencies and expense management opportunities in the face of changing market conditions.

43



Expenses: Total

The composite ratios of the above summarized net claims, benefits and underwriting expenses that reflect the sum total of all the factors enumerated above have been as follows:
RFIG
GeneralTitle (*)Run-offConsolidated (*)
Years Ended December 31:
201897.2 %92.8 %60.9 %94.9 %
201997.5 93.0 78.5 95.3 
202095.5 90.7 111.9 93.3 
Quarters Ended March 31:
202095.6 95.1 68.0 95.1 
202191.6 %90.3 %81.0 %90.9 %
__________

(*)    Reclassification adjustments were made to certain Title segment revenues and expenses in prior periods to conform to the current presentation. See Note 1 to the accompanying Notes to Consolidated Financial Statements.

Expenses: Income Taxes

The effective consolidated income tax rates were 20.4% in the first quarter of 2021, compared to (21.5)% in the first quarter of 2020. The rates for each period reflect primarily the varying proportions of pretax operating income (loss) derived from partially tax sheltered investment income (principally tax-exempt interest and dividend income), the combination of fully taxable investment income, investment gains or losses, underwriting and service income and adjustments regarding the recoverability of deferred tax assets.



End of Management Analysis of Financial Position and Results of Operations
44



OTHER INFORMATION

Reference is here made to "Information About Segments of Business" appearing elsewhere herein.

Historical data pertaining to the operating results, liquidity, and other performance indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed and other claims can have a bearing on period-to-period comparisons and future operating results. It is possible that Old Republic's operating results, business and financial condition could be adversely affected in subsequent periods by future economic disruptions caused by the COVID-19 pandemic and the associated governmental responses.

Some of the oral or written statements made in the Company's reports, press releases, and conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Of necessity, any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance. With regard to Old Republic's General Insurance segment, its results can be particularly affected by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors, the levels of investment yields and inflation rates, and periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, work-related injuries, and unanticipated external events. Title Insurance and RFIG Run-off results can be affected by similar factors, and by changes in national and regional housing demand and values, the availability and cost of mortgage loans, employment trends, and default rates on mortgage loans. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations in policy lapsation rates. At the parent holding company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, interest income on temporary holdings of short-term investments, and period-to-period variations in the costs of administering the Company's widespread operations.

The General Insurance, Title Insurance, Corporate and Other Segments, and the RFIG Run-off business maintain customer information and rely upon technology platforms to conduct their business. As a result, each of them and the Company are exposed to cyber risk. Many of the Company's operating subsidiaries maintain separate IT systems which are deemed to reduce enterprise-wide risks of potential cybersecurity incidents. However, given the potential magnitude of a significant breach, the Company continually evaluates on an enterprise-wide basis its IT hardware, security infrastructure and business practices to respond to these risks and to detect and remediate in a timely manner significant cybersecurity incidents or business process interruptions.

A more detailed listing and discussion of the risks and other factors which affect the Company's risk-taking insurance business are included in Part I, Item 1A - Risk Factors, of the Company's 2020 Form 10-K Annual Report filing to the Securities and Exchange Commission, which is specifically incorporated herein by reference.

Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise any and all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon.
45


OLD REPUBLIC INTERNATIONAL CORPORATION
Item 3 - Quantitative and Qualitative Disclosure About Market Risk

Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates and commodity prices. Old Republic's primary market risks consist of interest rate risk associated with investments in fixed maturities 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, 2021, have not materially changed from those identified in the Company's 2020 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 accounting 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, 2021, 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.
46



OLD REPUBLIC INTERNATIONAL CORPORATION
FORM 10-Q
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

The information contained in Note 7 "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 2020 Annual report on Form 10-K.

Item 6 - Exhibits

(a) Exhibits
31.1 Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
47



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:April 30, 2021
/s/ Karl W. Mueller
Karl W. Mueller
Senior Vice President,
Chief Financial Officer, and
Principal Accounting Officer

48


EXHIBIT INDEX


49