UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2021 OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________ to ______________________________

Commission File Number:	001-10607

OLD REPUBLIC INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-2678171
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)			307 North Michigan Avenue	Chicago	Illinois	60601
---	---	---	---
(Address of principal executive office)			(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock / $1 par value	ORI	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: ☒ No: ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes: ☐ No: ☒

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 such files). Yes: ☒ No: ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

The aggregate fair value of the registrant's voting Common Stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant's directors and executive officers, the registrant's various employee benefit plans and American Business & Mercantile Insurance Mutual, Inc. and its subsidiaries are all affiliates of the registrant), based on the closing sale price of the registrant's common stock on June 30, 2021, the last day of the registrant's most recently completed second fiscal quarter, was $6,921,960,833.

The registrant had 307,601,232 shares of Common Stock outstanding as of January 31, 2022.

Documents incorporated by reference:

The following documents are incorporated by reference into that part of this Form 10-K designated to the right of the document title.

Title	Part
Proxy statement for the 2022 Annual Meeting of Shareholders<br>Exhibits as specified in exhibit index (page 100)	III, Items 10, 11, 12, 13 and 14<br>IV, Item 15

______________________________________

There are 101 pages in this report

Item 1 - Business

(a) General Description of Business. Old Republic International Corporation is a Chicago based holding company engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into three major segments: General Insurance (property and liability insurance), Title Insurance, and Republic Financial Indemnity Group ("RFIG") Run-off. References herein to such groups apply to the Company's subsidiaries engaged in these respective segments of business. The results of a small life and accident insurance business are included within the Corporate & Other caption of this report. "Old Republic" or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires.

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. The underwriting principles encompass:

•Disciplined risk selection, evaluation, and pricing to reduce uncertainty and adverse selection;

•Enhancing the predictability of expected outcomes through insurance of the largest number of homogeneous risks as to each type of coverage;

•Reducing the insurance portfolio risk profile through:

•diversification and spread of insured risks; and

•assimilation of uncorrelated asset and liability exposures across economic sectors that tend to offset or counterbalance one another; and

•Effective management of gross and net limits of liability through appropriate use of reinsurance.

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

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

The contributions to consolidated revenues and pretax income, and the assets of each Old Republic segment are set forth in the following table. This information should be read in conjunction with the consolidated financial statements, the notes thereto, and the "Management Analysis of Financial Position and Results of Operations" appearing elsewhere in this report.

Financial Information Relating to Segments of Business ( in Millions)
Revenues (a)
Years Ended December 31:		2020		2019
General	4,042.5	$	3,876.8	$	3,920.8
Title		3,329.3		2,778.1
Corporate & Other - net (b)		41.4		48.5
Subtotal		7,247.6		6,747.5
RFIG Run-off		60.4		76.8
Subtotal		7,308.0		6,824.4
Consolidated investment gains (losses) (a)		(142.0)		636.1
Consolidated	9,341.6	$	7,166.0	$	7,460.5
Pretax Income (Loss)
Years Ended December 31:		2020		2019
General	589.6	$	439.8	$	370.2
Title		344.0		230.8
Corporate & Other - net (b)		36.7		54.8
Subtotal		820.5		655.9
RFIG Run-off		9.8		30.3
Subtotal		830.4		686.2
Consolidated investment gains (losses)		(142.0)		636.1
Consolidated	1,922.1	$	688.4	$	1,322.4
Assets
As of December 31:		2020		2019
General	20,660.9	$	19,226.1	$	17,870.0
Title		1,920.9		1,695.0
Corporate & Other - net (b)		1,085.1		896.0
Subtotal		22,232.2		20,461.1
RFIG Run-off		582.9		615.1
Consolidated	24,981.8	$	22,815.2	$	21,076.3

All values are in US Dollars.

(a) Revenues consist of net premiums, fees, net investment and other income earned. Investment gains (losses), which include unrealized gains (losses) on equity securities, are shown on a consolidated basis since the investment portfolio is managed as a whole.

(b) Includes amounts for a small life and accident insurance business as well as those of the parent holding company, its internal corporate services subsidiaries and consolidation elimination adjustments.

Consolidated Underwriting Statistics

The following table reflects underwriting statistics covering premiums and related loss, expense, and policyholders' dividend ratios for the major coverages underwritten in the Company's insurance segments.

			( in Millions)
Years Ended December 31:			2021		2020			2019
General Insurance:
	Overall Experience:
		Net Premiums Earned			$	3,394.2		$	3,432.4
		Claim Ratio	64.8	%	69.9		%	71.8		%
		Expense Ratio	26.5		25.6			25.7
		Combined Ratio	91.3	%	95.5		%	97.5		%
	Experience by Major Coverages:
	Commercial Automobile (Mostly Trucking):
		Net Premiums Earned			$	1,304.5		$	1,279.4
		Claim Ratio	70.8	%	80.8		%	84.0		%
	Workers' Compensation:
		Net Premiums Earned			$	863.8		$	999.2
		Claim Ratio	58.9	%	60.8		%	63.2		%
	General Liability:
		Net Premiums Earned			$	204.7		$	227.4
		Claim Ratio	64.1	%	73.6		%	77.8		%
	Three Above Coverages Combined:
		Net Premiums Earned			$	2,373.2		$	2,506.1
		Claim Ratio	66.4	%	72.9		%	75.1		%
	Financial Indemnity: (a)
		Net Premiums Earned			$	272.7		$	218.7
		Claim Ratio	53.9	%	57.1		%	64.0		%
	Inland Marine and Commercial Multi-Peril:
		Net Premiums Earned			$	294.1		$	261.8
		Claim Ratio	59.4	%	58.3		%	62.6		%
	Home and Automobile Warranty:
		Net Premiums Earned			$	318.0		$	309.3
		Claim Ratio	68.8	%	68.1		%	65.5		%
	Other Coverages: (b)
		Net Premiums Earned			$	142.3		$	139.3
		Claim Ratio	59.2	%	65.3		%	52.2		%
Title Insurance: (c)
		Net Premiums & Fees Earned			$	3,286.3		$	2,736.0
		Claim Ratio	2.6	%	2.3		%	2.5		%
		Expense Ratio	86.7		88.4			90.5
		Combined Ratio	89.3	%	90.7		%	93.0		%
RFIG Run-off:
		Net Premiums Earned			$	45.1		$	59.2
		Claim Ratio	(5.3)	%	81.7		%	53.5		%
		Expense Ratio	39.9		30.2			25.0
		Combined Ratio	34.6	%	111.9		%	78.5		%
All Coverages Consolidated:
		Net Premiums & Fees Earned			$	6,737.8		$	6,241.1
		Claim Ratio	30.2	%	37.0		%	41.2		%
		Expense Ratio	59.7		56.3			54.1
		Combined Ratio	89.9	%	93.3		%	95.3		%

All values are in US Dollars.

_________

(a) Includes Fidelity, Surety, Errors & Omissions, Directors & Officers and Guaranteed Asset Protection coverages.

(b) Consists principally of aviation and travel accident coverages.

General Insurance

Old Republic's General Insurance segment is best characterized as a commercial lines insurance business with a strong focus on liability insurance coverages. Most of these coverages are provided to businesses, government, and other institutions. The Company does not have a meaningful exposure to personal lines insurance such as homeowners and private automobile coverages. In continuance of its commercial lines orientation, Old Republic also focuses on specific sectors of the North American economy, most prominently the transportation (trucking and general aviation), commercial construction, healthcare, education, retail and wholesale trade, forest products, energy, general manufacturing, and financial services industries. In managing the insurance risks it undertakes, the Company employs various underwriting and loss mitigation techniques such as utilization of policy deductibles, captive insurance risk-sharing arrangements, retrospective rating and policyholder dividend plans. These underwriting techniques are intended to better correlate premium charges with the ultimate claims experience of individual or groups of assureds and align our interests with those of the assureds.

Over the years, the General Insurance segment's operations have been developed steadily through a combination of internal growth, the establishment of additional subsidiaries focused on new types of coverages and/or industry sectors, and through several mergers of smaller companies. As a result, this segment has become widely diversified with a business base encompassing the following major coverages:

Automobile Extended Warranty Insurance: Coverage is provided to the vehicle owner for certain mechanical or electrical repair or replacement costs after the manufacturer's warranty has expired.

Aviation: Insurance policies protect the value of aircraft hulls and afford liability coverage for acts that result in injury, loss of life, and property damage to passengers and others on the ground or in the air.

Commercial Automobile Insurance: Covers vehicles (mostly trucks) used principally in commercial pursuits. Policies cover damage to insured vehicles and liabilities incurred by an assured for bodily injury and property damage sustained by third parties.

Commercial Multi-Peril ("CMP"): Policies afford liability coverage for claims arising from the acts of owners or employees, and protection for the physical assets of businesses.

Commercial Property: Insurance policies protect an assured’s real and personal property from risk of direct physical loss of damage, including subsequent business interruption and expense.

Financial Indemnity: Multiple types of specialty coverages, including most prominently the following four, are underwritten by Old Republic within this financial indemnity products classification.

Errors & Omissions ("E&O")/Directors & Officers ("D&O"): E&O liability policies are written for non-medical professional service providers such as lawyers, architects, and consultants, and provide coverage for legal expenses, and indemnity settlements for claims alleging breaches of professional standards. D&O coverage provides for the payment of legal expenses, and indemnity settlements for claims made against the directors and officers of corporations from a variety of sources, most typically shareholders.

Fidelity: Bonds cover the exposures of financial institutions and commercial and other enterprises for losses of monies or debt and equity securities due to acts of employee dishonesty.

Guaranteed Asset Protection ("GAP"): This insurance indemnifies an automobile loan borrower for the dollar value difference between an insurance company's liability for the total loss (remaining cash value) of an insured vehicle and the amount still owed on an automobile loan.

Surety: Bonds are insurance company guarantees of performance by a corporate principal or individual such as for the completion of a building or road project, or payment on various types of contracts.

General Liability: Protects against liability of an assured which stems from carelessness, negligence, or failure to act, and results in property damage or personal injury to others.

Home Warranty Insurance: This product provides repair and/or replacement coverage for home systems (e.g. plumbing, heating, and electrical) and designated appliances.

Inland Marine: Coverage pertains to the insurance of property in transit over land and of property which is mobile by nature.

Travel Accident: Coverages provided under these policies, some of which are also underwritten by the Company's Canadian life insurance affiliate, cover monetary losses arising from trip delay and cancellation for individual insureds.

Workers' Compensation: This coverage is purchased by employers to provide insurance for employees' lost wages and medical benefits in the event of work-related injury, disability, or death.

Approximately 93% of General Insurance premiums are produced through independent agency or brokerage channels, while the remaining 7% is obtained through direct production facilities.

Net Premiums Earned

Commercial automobile, general liability and workers' compensation insurance policy coverages are produced in tandem for many assureds. For 2021, production of commercial automobile direct insurance premiums accounted for approximately 37.3% of consolidated General Insurance direct premiums written, while workers' compensation and general liability direct premium production amounted to approximately 22.8% and 15.1%, respectively, of such consolidated totals.

Claim Ratios

Variations in claim ratios are typically caused by changes in the frequency and severity of claims incurred, changes in premium rates, the level of premium refunds, and periodic changes in claim and claim expense reserve estimates. The Company can therefore experience period-to-period volatility in the underwriting results posted for individual coverages. In light of Old Republic's basic underwriting focus in managing its business, a long-term objective has been to dampen this volatility by diversifying coverages offered and industries served.

The claim ratios include loss adjustment expenses where appropriate. Policyholders' dividends, which apply principally to workers' compensation insurance, are typically a reflection of changes in loss experience from prior years for individual or groups of policies, rather than current year results, and should be viewed in conjunction with claim ratio trends.

The General Insurance claim ratios are summarized as follows:

				Effect of Prior Periods'
				(Favorable)/			Claim Ratio Excluding
	Reported			Unfavorable Claim			Prior Periods' Claim
	Claim Ratio			Reserves Development			Reserves Development
2017		71.8	%		0.7	%		71.1	%
2018		72.2			—			72.2
2019		71.8			0.4			71.4
2020		69.9			(0.8)			70.7
2021		64.8	%		(3.8)	%		68.6	%

The Company generally underwrites concurrently workers' compensation, commercial automobile (liability and physical damage), and general liability insurance coverages for a large number of customers. Given this concurrent underwriting approach, an evaluation of trends in premiums, claim and dividend ratios for these individual coverages is more appropriately considered for the aggregate of these coverages. As the table above indicates, claim ratios have been on a fairly consistent downtrend during the past five years. The improvement has arisen from slightly lower estimates of current accident years' claim provisions, and in 2021 and 2020, by the impacts from development of prior years' reserve estimates. Favorable development was higher in 2021 due predominantly to better than expected claims experience related to workers' compensation and commercial automobile reserves on older, more developed years.

Claims are a major cost factor and changes reflect continually evolving pricing and risk selection together with variability in loss severity and frequency trends. Changes in commercial automobile claim ratios are primarily due to fluctuations in claim severity. Claim ratios for workers' compensation and liability insurance can reflect greater variability due to chance events in any one year, changes in loss costs emanating from participation in involuntary markets (i.e. insurance assigned risk pools and associations in which participation is basically mandatory), and estimated provisions for loss costs not recoverable from assuming reinsurers which may experience financial difficulties from time to time. Additionally, workers' compensation claim costs in particular are affected by a variety of underwriting techniques such as the use of captive reinsurance retentions, retrospective premium plans, and self-insured or deductible insurance programs that are intended to mitigate claim costs over time. Claim ratios for a relatively small book of general liability coverages tend to be highly volatile year to year due to the impact of changes in claim emergence and severity of legacy asbestosis and environmental claims exposures.

Claim Reserves

The Company's property and liability insurance subsidiaries establish claim reserves which consist of estimates to settle: a) reported claims; b) claims which have been incurred as of each balance sheet date but have not as yet been reported ("IBNR") to the insurance subsidiaries; c) direct costs (fees and costs which are allocable to individual

claims); and d) indirect costs (such as salaries and rent applicable to the overall management of claim departments) to administer known and IBNR claims. Such claim reserves, except as to classification in the Consolidated Balance Sheets as to gross and reinsured portions and purchase accounting adjustments, are reported for financial and regulatory reporting purposes at amounts that are substantially the same.

The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of the opinions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated claim costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

In establishing claim reserves, the potential increase in future loss settlement costs caused by inflation is considered implicitly, along with the many other factors cited above. Reserves are generally set to provide for the ultimate cost of all claims. With regard to workers' compensation reserves, however, the ultimate cost of long-term disability type claims is generally discounted to present value based on interest rates generally ranging from 3.0% to 4.0%.

Over the years, the subject of property and liability insurance claim reserves has been written about and analyzed extensively by a large number of professionals and regulators. Accordingly, the above discussion should be regarded as a basic outline of the subject and not as a definitive presentation. Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made nor is any guaranty given that ultimate net claim and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.

Federal Black Lung Regulations

Early in 2001, the Federal Department of Labor revised the Federal Black Lung Program regulations. The revisions basically require a reevaluation of previously settled, denied, or new occupational disease claims in the context of newly devised, more lenient standards when such claims are resubmitted. Following a number of challenges and appeals by the insurance and coal mining industries, the revised regulations were, for the most part, upheld in June, 2002 and are to be applied prospectively. Since 2001, black lung claims filed or refiled pursuant to these revised regulations have increased, though the volume of new claim reports has abated in recent years.

In March 2010, federal regulations were revised once again as part of the Patient Protection and Affordability Act. These revisions reinstitute two provisions that can potentially benefit claimants. In response to this legislation and the above noted 2001 change, black lung claims filed or refiled have risen once again. The vast majority of claims filed to date against Old Republic pertain to business underwritten through loss sensitive programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A much smaller portion pertains to business produced on a traditional risk transfer basis.

Asbestosis and Environmental ("A&E") Reserves

Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various A&E claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies incepting prior to 1985, including many issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Company's property and liability insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 million and $2.0 million and rarely exceeding $10.0 million. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the subsidiaries' net retentions to $500 thousand or less as to each claim.

Old Republic's exposure to A&E claims cannot, however, be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data inasmuch as such claims generally involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims. Inconsistent court decisions stem from such questions as: when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered, how policy limits are to be calculated, and whether clean-up costs constitute property damage.

exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims in particular is much more difficult to quantify with a high degree of precision. Accordingly, no representation can be made that the Company's reserves for such claims and related costs will not prove to be overstated or understated in the future.

Reinsurance and Retrospective Adjustments

In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is the common practice in the insurance industry, may cede all or a portion of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium and a large variety of risk-sharing procedures and arrangements for parts of its business in order to reduce underwriting losses for which it might become liable under insurance policies it issues, and to afford its customers or producers a degree of participation in the risks and rewards associated with such business. Under retrospective arrangements, Old Republic collects additional premiums if losses are greater than originally anticipated and refunds a portion of original premiums if loss costs are lower. Pursuant to risk sharing arrangements, the Company adjusts production costs or premiums retroactively to likewise reflect deviations from originally expected loss costs. The amount of premium, production costs and other retrospective adjustments which may be made is either limited or unlimited depending on the Company's evaluation of risks and related contractual arrangements.

Title Insurance

Title Insurance's business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policies insure against losses arising out of defects, liens and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy. For the year ended December 31, 2021, approximately 22% of the Company's consolidated title premium and related fee income stemmed from direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries of the Company), while the remaining 78% emanated from independent title agents.

There are two basic types of title insurance policies: lenders' policies and owners' policies. Both are issued for a one-time premium. Most mortgages made in the United States are extended by mortgage bankers, savings and commercial banks, state and federal agencies, and life insurance companies. These financial institutions secure title insurance policies to protect their mortgagees' interest in the real property. This protection remains in effect for as long as the mortgagee has an interest in the property. A separate title insurance policy may be issued to the owner of the real estate. An owner's policy of title insurance protects an owner's interest in the title to the property.

In connection with its Title Insurance operations, Old Republic also provides escrow closing and construction disbursement services, as well as real estate information products, national default management services, and a variety of other services pertaining to real estate transfers and loan transactions. As lenders and the title insurance industry transition into the evolving digital landscape of eClosings and eMortgages, Old Republic believes it is well positioned with technology and business process innovations to remain competitive in the market.

Net Premiums Earned

The premiums charged for the issuance of title insurance policies vary with the policy amount and the type of policy issued. The premium is collected in full when the real estate transaction is closed, with there being no recurring fee thereafter. Premiums charged on subsequent policies on the same property, typically related to refinancing, may be reduced depending generally upon the time elapsed between issuance of the previous policies and the nature of the transactions for which the policies are issued. Most of the charge to the customer relates to title services rendered in conjunction with the issuance of a policy rather than to the possibility of loss due to risks insured against. Accordingly, the cost of services performed by a title insurer relates for the most part to the prevention of loss rather than to the assumption of the risk of loss. Claim costs that do occur result primarily from title search and examination mistakes, fraud, forgery, incapacity, missing heirs and escrow processing errors.

Title Insurance's premium and fee revenue is closely related to the level of activity in the real estate market. The volume of real estate activity is affected by the availability and cost of financing, population growth, family movements and other socio-economic factors. Also, the title insurance business is seasonal. During the winter months, new building activity is reduced and, accordingly, the Company produces less title insurance business relative to new construction during such months than during the rest of the year. The most important factors, insofar as Old Republic's title business is concerned, however, are the rates of activity in the resale and refinance markets for residential properties and more recently, growth in commercial title business.

The Title Insurance segment experienced strong growth in premium and fee revenues in 2021 and 2020. This performance was attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions in both years was partially offset by a decline in refinance activity beginning in 2021.

Claim Ratios

Title Insurance claim ratios have remained in the single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the claim ratios for the periods shown in the following table:

				Effect of Prior Periods'
				(Favorable)/			Claim Ratio Excluding
	Reported			Unfavorable Claim			Prior Periods' Claim
	Claim Ratio			Reserves Development			Reserves Development
2017		0.8	%		(3.0)	%		3.8	%
2018		1.9			(1.8)			3.7
2019		2.5			(1.2)			3.7
2020		2.3			(1.3)			3.6
2021		2.6	%		(1.0)	%		3.6	%
Republic Financial Indemnity Group (RFIG) Run-off
---

Historically, Old Republic's RFIG Run-off business consisted of its mortgage guaranty and consumer credit indemnity ("CCI") operations.

During 2011, the Company's flagship mortgage guaranty insurance carrier, Republic Mortgage Insurance Company ("RMIC") and its sister company Republic Mortgage Guaranty Insurance Corporation ("RMGIC"), discontinued writing new business in all states and limited themselves to servicing the run-off of their existing business. A long-used standard model of forecasted results indicates that underwriting performance of the book of business is not expected to have a material impact on Old Republic's consolidated results during the remaining run-off period.

CCI policies provide limited indemnity coverage to lenders and other financial intermediaries. The coverage is for the risk of non-payment of loan balances by individual buyers and borrowers. During 2008, the Company ceased the underwriting of new policies and the existing book of business was placed in run-off operating mode. Results for the CCI coverages are expected to be immaterial in the remaining run off periods and effective July 1, 2019, these results have been reclassified to the General Insurance segment for all future periods.

Private mortgage insurance protects mortgage lenders and investors from default related losses on residential mortgage loans made primarily to homebuyers who make down payments of less than 20% of the home's purchase price. The mortgage guaranty operation insures only first mortgage loans, primarily on residential properties incorporating one-to-four family dwelling units.

Primary mortgage insurance, which represents the vast majority of the remaining risk in force, provides mortgage default protection on individual loans and covers a stated percentage of the unpaid loan principal, delinquent interest, and certain expenses associated with the default and subsequent foreclosure. Traditional primary insurance was issued on an individual loan basis to mortgage bankers, brokers, commercial banks and savings institutions through a network of Company-managed underwriting sites located throughout the country. Traditional primary loans were individually reviewed (except for loans insured under delegated underwriting programs) and priced according to filed premium rates. In underwriting traditional primary business, the Company generally adhered to the underwriting guidelines published by Fannie Mae or Freddie Mac, both of which were purchasers of many of the loans the Company insured. Delegated underwriting programs allowed approved lenders to commit the Company to insure loans provided they adhered to predetermined underwriting guidelines. In lieu of paying the stated coverage percentage, the Company may pay the entire claim amount, take title to the mortgaged property, and subsequently sell the property to mitigate its loss.

As of December 31, 2021, RFIG Run-off's mortgage insurance subsidiaries had total statutory capital, inclusive of a contingency reserve of $257.7 million, of $385.0 million.

Net Premiums Earned

Single premiums are paid at the inception of coverage and provide coverage for the entire policy term. Annual and monthly premiums are renewable on their anniversary dates with the premium charge determined on the basis of the original or outstanding loan amount. Premiums may be paid by borrowers as part of their monthly mortgage payment and passed through to the Company by the servicer of the loan, or paid directly by the originator of, or investor in the mortgage loan.

As to all types of mortgage insurance products, the amount of premium charge depended on various underwriting criteria such as loan-to-value ratios, the level of coverage being provided, the borrower's credit history, the type of loan instrument (whether fixed rate/fixed payment or an adjustable rate/adjustable payment), documentation type, and

whether or not the insured property is categorized as an investment or owner occupied property. Coverage is non-cancelable by the Company (except in the case of non-payment of premium or certain master policy violations) and premiums are paid under single, annual, or monthly payment plans. The majority of the Company's direct premiums were written under monthly premium plans.

RFIG Run-off earned premium volume has reflected a continuing drop in line with the declining risk in force.

Claim Ratios

The RFIG Run-off 2021 claim costs reflect fewer newly reported delinquencies along with improving trends in cure rates and lower claim severity influenced by the ongoing economic recovery and continued strength in the real estate market. The 2020 claim ratio reflects greater reserve provisions due to elevated delinquencies and the economic impacts of the COVID-19 pandemic.

				Effect of Prior Periods'
				(Favorable)/			Claim Ratio Excluding
	Reported			Unfavorable Claim			Prior Periods' Claim
	Claim Ratio			Reserves Development			Reserves Development
2017		57.6	%		(38.3)	%		95.9	%
2018		43.2			(27.0)			70.2
2019		55.0			(12.5)			67.5
2020		81.7			(26.5)			108.2
2021		(5.3)	%		(67.5)	%		62.2	%
Corporate & Other
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Corporate & Other operations include the accounts of a small life and accident insurance business as well as those of the parent holding company and its internal corporate services subsidiaries that perform cash and investment management, payroll, administrative and marketing services. The life and accident business registered net premium revenues of $11.0 million, $12.0 million, and $13.4 million in 2021, 2020 and 2019, respectively. Life and accident business is conducted in both the United States and Canada and consists mostly of limited product offerings sold through financial intermediaries such as automobile dealers, travel agents, and marketing channels that are also utilized in some of Old Republic's General Insurance operations. Production of term life insurance, accounting for net premiums earned of $4.8 million, $5.3 million, and $5.7 million in 2021, 2020 and 2019, respectively, was terminated and placed in run off as of year-end 2004.

(b) Marketing. The personal contacts, relationships, reputations, and intellectual capital of Old Republic's key executives and other associates responsible for the production of business are a vital element in obtaining and retaining much of its business. Many of the Company's customers produce large amounts of premiums and fees and therefore warrant substantial levels of attention and involvement by these persons. In this respect, Old Republic's mode of operation is similar to that of professional reinsurers and commercial insurance brokers, and relies on the marketing, underwriting, and management skills of relatively few key people for large parts of its business.

Historically, several types of insurance coverages underwritten by Old Republic have been affected in varying degrees by changes in national economic conditions. During periods when housing activity or mortgage lending are constrained by any combination of rising interest rates, tighter mortgage underwriting guidelines, falling home prices, excess housing supply and/or economic recession, operating and/or claim costs pertaining to such coverages tend to rise disproportionately to revenues and can result in underwriting losses and reduced levels of profitability.

At least one Old Republic General Insurance subsidiary is licensed to do business in each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands, Guam, and each of the Canadian provinces. Title Insurance subsidiaries are licensed to do business in 50 states, the District of Columbia and Guam. Although not currently writing new business, the RFIG Run-off subsidiaries are licensed in 50 states and the District of Columbia. Consolidated direct premium volume distributed among the various geographical regions shown was as follows for the past three years:


		2021		2020		2019
United States:
	Northeast	12.3	%	12.3	%	12.2	%
	Mid-Atlantic	8.0		8.0		7.5
	Southeast	20.6		20.7		20.6
	Southwest	12.0		12.0		11.8
	East North Central	10.7		10.7		10.9
	West North Central	9.5		9.5		9.7
	Mountain	8.7		8.7		8.2
	Western	16.1		16.1		16.3
Foreign (Principally Canada)		2.1		2.0		2.8
	Total	100.0	%	100.0	%	100.0	%

Commercial automobile (mostly trucking), workers' compensation and general liability insurance underwritten for business enterprises and public entities is marketed primarily through independent insurance agents and brokers with the assistance of Old Republic's trained sales, underwriting, actuarial, and loss control personnel. The remaining property and liability commercial insurance written by Old Republic is obtained through insurance agents or brokers who are independent contractors and by direct sales. No single source accounted for over 10% of Old Republic's premium volume in 2021.

A substantial portion of the Company's Title Insurance business is referred to it by title insurance agents, builders, lending institutions, real estate developers, realtors, and lawyers. Title insurance and related real estate settlement products are sold through 275 Company branch offices and owned agency subsidiaries of the Company in the District of Columbia and all 50 states. Policies are also issued through independent title agents (not themselves title insurers) pursuant to underwriting agreements. These agreements generally provide that the agent may cause title policies of the Company to be issued, and the latter is responsible under such policies for any payments to the insured. Issuing agents are authorized to issue commitments and title insurance policies based on their own search and examination, or on the basis of abstracts and opinions of approved attorneys. Typically, the agent deducts the major portion of the title insurance charge to the customer as its commission for services. During 2021, approximately 78% of Title Insurance premiums and fees were accounted for by policies issued by independent title agents.

The Company's mortgage guaranty insurance carriers ceased underwriting new policies and the existing book of business was placed in run-off operating mode effective August 31, 2011. Prior to that date, traditional primary mortgage insurance was marketed principally through a direct sales force which called on mortgage bankers, brokers, commercial banks, savings institutions and other mortgage originators. No sales commissions or other forms of remuneration were paid to the lending institutions or others for the procurement or development of business.

(c) Competition. The insurance business is highly competitive and Old Republic competes with many stockholder-owned and mutual insurance companies. Many of these competitors offer more insurance coverages and have substantially greater financial resources than the Company. The rates charged for many of the insurance coverages in which the Company specializes, such as workers' compensation insurance, other property and liability insurance and title insurance, are primarily regulated by the states. The basic methods of competition available to Old Republic, aside from rates, are service to customers, expertise in tailoring insurance programs to the specific needs of its clients, efficiency and flexibility of operations, personal involvement by its key executives, and, as to title insurance, accuracy and timely delivery of evidences of title issued.

The Company believes its experience and expertise have enabled it to develop a variety of specialized insurance programs and related services for its customers, and to secure state insurance departments' approval of these programs.

(d) Investments. In common with other insurance organizations, Old Republic invests most of its capital and operating funds in income producing securities. Investments must comply with applicable insurance laws and regulations. These laws and regulations prescribe the nature, form, quality, and relative amounts of investments which may be made by insurance companies. Generally, these laws and regulations permit insurance companies to invest within varying limitations in state, municipal and federal government obligations, corporate debt, preferred and common stocks, certain types of real estate, and first mortgage loans. For many years, Old Republic's investment policy has therefore been to acquire and retain primarily investment grade, publicly traded, fixed maturity securities, and in more recent years, a greater amount of high yielding, publicly traded, large capitalization equity securities.

The investment policy is also influenced by the terms of the insurance coverages written by the Company, by its expectations as to the timing of claim and benefit payments, and by income tax considerations. As a consequence of all these factors, the Company'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.

(e) Government Regulation. In common with all insurance companies, Old Republic's insurance subsidiaries are subject to the regulation and supervision of the jurisdictions in which they do business. The method of such regulation varies, but, generally, regulation has been delegated to state insurance commissioners. The state insurance commissioners are granted broad administrative powers relating to: the licensing of insurers and their agents; the nature of and limitations on investments; approval of policy forms; reserve requirements; and trade practices. In addition to these types of regulation, many classes of insurance, including most of the Company's insurance coverages, are subject to rate regulations which require that rates be reasonable, adequate, and not unfairly discriminatory.

Most states have also enacted insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. Old Republic's insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such legislation varies from state to state but typically requires periodic disclosure concerning the corporation which controls the registered insurers, or ultimate holding company, and all subsidiaries of the ultimate holding company, and prior approval of certain intercorporate transfers of assets (including payments of dividends in excess of specified amounts by the insurance subsidiary) within the holding company system.

Each state has established minimum capital and surplus requirements to conduct insurance business. At December 31, 2021 each of the Company’s General, Title, Mortgage Guaranty and Life and Accident insurance subsidiaries exceeded the minimum statutory capital and surplus requirements.

Data Protection and Cybersecurity

The Company is subject to U.S. federal and state laws and regulations that require financial institutions, insurance companies and other businesses to protect the security and confidentiality of personal information, and to provide notice of their practices relating to the collection and disclosure of personal information. State insurance privacy laws and regulations, enacted to implement the privacy requirements of the federal Gramm-Leach-Bliley Act of 1999, impose restrictions on the Company’s ability to collect and share consumer personal information, and require notices and disclosures to consumers.

To the extent that the Company collects and processes information that is not subject to the privacy restrictions and requirements applicable to the financial services and insurance industries, the California Consumer Privacy Act and the California Privacy Rights Act have granted California residents certain rights concerning a broad range of information, and has imposed corresponding obligations and disclosure requirements on the Company. Similar laws are expected to become effective in other states.

Cybersecurity requirements specific to the insurance industry to which the Company is subject have been adopted by the New York Department of Financial Services, and in 18 states that have adopted requirements based on the Insurance Data Security Model Law promulgated by the National Association of Insurance Commissioners. Additional states are expected to adopt similar requirements, and various states also impose more general requirements to protect personal information.

The Company is also subject to laws and regulations requiring notification to affected individuals and regulatory agencies of security breaches.

Privacy and cybersecurity laws and regulations in the U.S. are evolving and subject to continual change.

(f) Employees. Old Republic’s approximately 9,600 associates — the Company’s human and intellectual capital — form a key stakeholder group and a most important resource for managing the Company's business. Creating the most appropriate culture and offering professional opportunities are the primary goals of Old Republic’s human capital management. There is significant competition for talent in the insurance industry and the Company’s ability to recruit, retain and develop its associates is a key driver for its long-term success.

As with many elements of the Company’s business, the first and primary level of human capital management occurs in the Company’s operating subsidiaries. This approach reflects the different needs and expectations of each operating subsidiary based on the industry specialization, lines of business, and geographical location of each subsidiary. In addition, the flexibility of this approach to human capital management benefits the entire enterprise and leads to the identification of methods and solutions that can eventually be applied across the entire business.

At the holding company level, Old Republic emphasizes its corporate culture and coordinates the compensation and benefits philosophy that applies to all operating subsidiaries. Old Republic's culture is one that focuses on managing the business in the best interest of its shareholders and key stakeholders, including associates. The long-term success of Old Republic’s associates means:

•Training & Development – Investment in associates means investment in the business. Old Republic offers many training opportunities, including professional certifications, mentoring programs and leadership training.

•Engagement – Old Republic believes that an engaged workforce will be a successful workforce. The Company seeks to create and maintain engaged associates by offering opportunities to interact with industry, professional and charitable & community organizations.

•Planning Ahead – Offering the right compensation and benefit packages and meaningful opportunities to invest in retirement gives Old Republic associates the opportunity to plan ahead.

The importance of Old Republic’s human capital to the Company’s success was never more clearly demonstrated than during the COVID-19 pandemic. In this challenging environment, Old Republic associates continued to serve customers and operate the Company’s businesses with no meaningful interruption in service. This level of performance was the result of both their dedication and loyalty to the business, as well as the investments made by the Company in information technology, employee training and working arrangements sufficiently flexible for conditions.

(g) Website access. The Company files various reports with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company's reports are available by visiting the SEC's website (http://www.sec.gov) and accessing its EDGAR database to view or print copies of the electronic versions of the Company's reports. Additionally, the Company's reports can be obtained, free of charge, by visiting its website (http://www.oldrepublic.com), selecting Investors then Financials to view or print copies of the electronic versions of the Company's SEC and other reports. The contents of the Company's website are not intended to be, nor should they be considered incorporated by reference in any of the reports the Company files with the SEC.

Item 1A - Risk Factors

In evaluating the Company, the factors described below should be considered carefully. The occurrence or reoccurrence of one or more of these events could significantly and adversely affect the Company’s business, financial condition and results of operations.

RISKS RELATING TO OLD REPUBLIC AND ITS BUSINESSES

The ongoing COVID-19 pandemic and the associated governmental responses could materially adversely affect Old Republic’s business and its investment portfolio.

The COVID-19 pandemic continued to adversely impact the U.S. economy and financial markets. New variants of the COVID-19 virus or a resurgence in infection rates could lead to a reduction in economic activity, resulting in a decline in demand for the Company’s products. The pandemic could also have a more significant impact on Old Republic’s claims experience in future periods, resulting in a decrease in profitability.

Actions taken in response to the pandemic by federal, state and local government authorities, including state insurance departments, could, individually or in the aggregate, adversely affect Old Republic’s business. In addition, a resurgence in infection rates could impact the financial markets and adversely impact the value of Old Republic's investment portfolio and its investment income.

Old Republic’s loss reserves are based on estimates and if these prove to be inadequate to cover its actual insured losses, Old Republic’s business, financial condition and results of operations could be adversely affected.

To recognize liabilities for anticipated policy losses, the Company establishes reserves as balance sheet liabilities representing its best estimate of amounts needed to pay reported and unreported losses and the related loss adjustment expenses. It is not possible to calculate precisely what these liabilities will amount to in advance and, accordingly, the reserves represent a best estimate at a point in time. Estimating loss reserves is a difficult, complex and inherently uncertain process involving many variables and subjective judgments. These estimates are based upon known historical loss data, assumptions and expectations of future trends in claim frequency and severity, changes in legal, regulatory and litigation environments, and inflation and other economic considerations.

Moreover, for long-tail coverages, which generally include workers' compensation, commercial automobile (mostly trucking) liability, general liability, errors and omissions and directors’ and officers' liability, as well as title insurance, significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to the Company and the payment of that loss. The length of time required to ultimately settle long-tailed claims and the costs associated with resolving these claims, coupled with uncertain and sometimes variable judicial rulings on coverage and policy allocation issues along with the possibility of legislative actions, makes reserving for these exposures highly uncertain and creates a risk of possibly adverse developments in both known and as-yet-unknown claims.

As a result of these uncertainties, the ultimate paid loss and loss adjustment expense may deviate, perhaps substantially, from the point-in-time estimates of such losses and expenses, as reflected in the loss reserves included in the Company’s financial statements. For example, for the years ended December 31, 2021, 2020 and 2019, the Company experienced consolidated favorable development of reserves for losses and loss adjustment expenses incurred in prior years of $210.6 million, $83.8 million and $30.9 million, respectively, which had a positive effect on

results of operations in those periods. To the extent that loss and loss adjustment expenses exceed initial estimates, the Company will be required to immediately recognize the less favorable experience and increase loss reserves, with a corresponding reduction in net income in the period in which the unfavorable development is identified.

If the Company is unable to accurately underwrite risks and charge competitive yet profitable rates to its policyholders and customers, the Company’s business, financial condition, and results of operations could be materially and adversely affected.

In general, the premiums for the Company’s insurance policies are established at the time a policy is issued and, therefore, before all of the underlying liabilities and costs associated with the policy are known. Like other insurance companies, Old Republic relies on estimates and assumptions in setting premium rates. Establishing adequate premiums is necessary to generate sufficient revenue to offset losses, loss adjustment expenses and other underwriting costs and to earn an underwriting profit. If the Company does not accurately assess and underwrite the risks that it assumes, it may not charge adequate premiums to cover its losses and expenses, which would adversely affect the Company’s financial condition and results of operations. Alternatively, the Company could set its premiums too high, which could reduce its competitiveness and lead to lower revenues.

Pricing involves the acquisition and analysis of historical loss data, and the projection of future trends, loss costs and expenses, and inflation trends, among other factors, for each of the Company’s products. In order to accurately price its policies, the Company:

•collects and analyzes a substantial volume of data from its insureds;

•develops, tests and applies appropriate projections and rating formulas;

•closely monitors and timely recognizes changes in trends; and;

•seeks to project expected losses for its insureds with reasonable accuracy.

The Company seeks to implement its pricing accurately in accordance with its assumptions, data available to it and its analysis of that data. Given the uncertainties generally inherent in estimates and assumptions, the Company’s ability to undertake these efforts successfully and, as a result, accurately price its policies, is not free from risk.

If the Company is unable to realize its investment objectives, its financial condition and results of operations may be adversely affected.

Investment income is an important component of the Company’s net income and one of its primary sources of cash flow to support operations. As of December 31, 2021, the consolidated investment portfolio reflected an allocation of approximately 68% to fixed-maturity (bonds and notes) and short-term investments, and 32% to equity securities (common stocks). For the years ended December 31, 2021, 2020 and 2019, the Company reported $434.3 million, $438.9 million and $450.7 million of net investment income, respectively.

The Company’s investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular securities. Changing or unprecedented market conditions, such as experienced in the first half of 2020 as a result of the COVID-19 pandemic, could decrease liquidity and materially impact the future valuation of fixed maturity and equity securities in the investment portfolio.

In structuring its investment portfolio, the Company seeks to align its policyholder obligations and the maturity of its fixed maturity portfolio. As a result of either an unexpected increase in policyholder obligations (e.g., because of an underestimate in reserves) or a short fall in funds available (e.g., because of a default in a fixed maturity investment), the Company could have difficulty in meeting its obligations. In this case, the Company could be forced to liquidate its investments before their maturity or under adverse securities market conditions to obtain the funds necessary to meet its obligations. This could result in unexpected losses in the portfolio. Additionally, the Company may be forced to change its investments or investment policies depending upon regulatory, economic and market conditions, thus affecting the existing or anticipated financial condition and operating needs, including the tax position, of its business. In such circumstances, the Company’s investment objectives may not be achieved, and its financial condition and results of operations may be adversely affected.

Losses due to nonperformance or defaults by counterparties can have a material adverse effect on the Company’s profitability or sources of liquidity.

The Company has credit risk with counterparties associated with investments, premiums receivable and reinsurance recoverables. The Company’s subsidiaries have significant business relationships with financial institutions, particularly national banks. To secure the obligations of the insureds and certain reinsurers, the insurance subsidiaries are often the beneficiaries of a significant amount of security in the form of letters of credit, trust funds and pledged investments. Other banks serve as depositories holding large sums of money in escrow accounts established by the Company's Title Insurance subsidiaries. Accordingly, there is a risk of concentrated financial exposure in one or more such commercial banking institutions. These counterparties may default on their obligations to the Company due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud, government intervention and other reasons. If any of these institutions fail or are unable to honor their credit obligations, or if escrowed funds become lost or tied up due to the failure of a bank, the result could have a materially adverse effect on the Company’s business, results of operations and financial condition.

The Company is also exposed to credit risk with its reinsurers. Reinsurance does not discharge the Company’s insurance subsidiaries of their obligations under their insurance policies. The Company’s insurance subsidiaries remain liable to policyholders even if they are unable to make recoveries that they believe they are entitled to receive under their reinsurance contracts. With respect to long-tail coverages, the creditworthiness of the Company’s reinsurers may change before it can recover amounts to which it is entitled. If a reinsurer is unable to meet any of its obligations to the Company, it would be responsible for all claims and claim settlement expenses for which it would have otherwise received payment from the reinsurer. If the Company is unable to collect amounts recoverable from reinsurers, its business, financial condition and results of operations would be adversely affected.

The Company’s status as a holding company with no direct operations could adversely affect its liquidity and its ability to service debt and pay dividends.

Old Republic is an insurance holding company that transacts business solely through its operating subsidiaries. Old Republic’s primary assets are the investments in these operating subsidiaries, and substantially all of the Company’s assets consist of those used for the business conducted by its insurance subsidiaries. Old Republic relies upon dividends and interest from these subsidiaries in order to pay the interest and principal on its debt obligations, dividends to shareholders, and corporate expenses.

The payment of dividends by the Company’s insurance subsidiaries is restricted by state insurance laws or subject to approval of the insurance regulatory authorities in the jurisdictions in which they are domiciled. These authorities recognize only statutory accounting practices for determining financial position, results of operations and the ability of an insurer to pay dividends to its shareholders. The specific rules governing the payment of dividends by the Company’s insurance subsidiaries vary from jurisdiction to jurisdiction. The Company’s insurance subsidiaries are domiciled in many different jurisdictions. Generally, the insurance subsidiaries are prohibited from paying dividends to the holding company in excess of either the greater or lesser of (depending upon the state involved) 10% of statutory surplus or a portion of statutory net income, without the prior approval of the applicable insurance regulatory authority. Dividends declared during the fiscal years ended December 31, 2021, 2020 and 2019 to the holding company by its subsidiaries amounted to $566.7 million, $472.4 million and $399.5 million, respectively. There can be no assurance that the Company’s subsidiaries will be able to continue to pay such dividends to the Company in the future. If the Company’s subsidiaries are unable to pay dividends to the holding company in amounts necessary to satisfy existing obligations, the Company’s ability to service its debt and pay dividends to its shareholders would be adversely affected.

Old Republic may not be able to maintain paying dividends at current rates, or at all.

Old Republic has a long history of paying regular quarterly dividends and in recent years has paid special dividends. Any determination to pay either type of dividend to the Company’s stockholders in the future will be at the discretion of the board of directors and will depend on the Company’s results of operations, financial condition and other factors deemed relevant by the board of directors. Old Republic’s ability to pay dividends depends largely on the Company’s subsidiaries’ earnings and operating capital requirements, and is subject to regulatory and other constraints of the subsidiaries, including the effect of any such dividends or distributions on the AM Best rating or other ratings of the insurance subsidiaries. In addition, the Company may choose to retain capital to support growth or further mitigate risk, instead of returning excess capital to its shareholders. As a result, there can be no assurance that Old Republic will be able to maintain paying dividends as it has in the past.

Technology and security breaches or failures, including cybersecurity incidents, could disrupt the Company’s operations, result in financial losses, the loss of critical and confidential information and expose the Company to additional liabilities, which could adversely affect its reputation and results of operations.

The Company depends upon technology to conduct business. The Company uses computer systems to store and manage customer, employee, and company data and information. These computer systems include both proprietary and third party technology systems and tools. In addition, the Company routinely transmits, receives and stores personal, confidential and proprietary information by email and other electronic means. The Company and its employees and agents also transfer significant amounts of funds using electronic means.

The Company’s systems and processes have been, and will likely remain, subject to cyber-attacks and other intrusions. These attacks are occurring with greater frequency and sophistication, and include malware and computer virus attacks, ransomware, unauthorized access, misuse, denial-of-service attacks, system failures and disruptions. A future breach of the Company’s systems or the systems of a third-party vendor or services provider could disrupt the Company’s ability to conduct business operations. During such an event, systems may be inaccessible to employees, customers or business partners for an extended period of time and employees may be unable to perform their duties. These attacks could expose the Company to substantial costs and negative consequences, including the loss of funds, costs of investigation and remediation, lost revenues and reputational damage.

In addition, the email and computer systems used by the Company, its service providers and agents for the transfer of funds have been subject to fraudulent spoofing attacks. In some cases, unauthorized access or fraudulent attacks have not been immediately detected, thereby increasing the severity of the incident. Funds transferred to a fraudulent recipient are not always recoverable and the Company may be liable for those unrecovered funds. Losses resulting from unrecovered funds could result in a material adverse effect on the Company’s financial condition and results of operations.

Old Republic regularly monitors its networks, infrastructure and procedures in an effort to prevent, detect, address and mitigate these risks. There is no assurance that the Company’s security procedures will provide fully effective protection from such events. A cyber incident or fraud attack could have a material adverse effect on the Company’s business, financial condition and results of operations.

Furthermore, Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as laws enacted by various regulatory organizations or exchanges relating to the privacy and security of the information of clients, employees or others. These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict. The compromise of personal, confidential or proprietary information could expose the Company to liability under federal and state laws, and subject it to litigation and investigations and result in reputational harm, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may suffer losses from litigation, which could materially and adversely affect its financial condition and business operations.

Like other large insurance companies, Old Republic continually faces risks associated with litigation of various types, including claims litigation arising in the ordinary course, corporate litigation, and disputes relating to bad faith allegations that could result in the Company incurring losses in excess of policy limits. The Company typically is a party to a variety of litigation matters throughout the year. Litigation is subject to inherent uncertainties, and if there were an outcome unfavorable to the Company, there exists the possibility of a material adverse impact on its results of operations and financial position in the period in which the outcome occurs. Even if an unfavorable outcome does not materialize, the Company still may face substantial expense and disruption associated with the litigation.

The Company competes with a large number of companies in the insurance industry for premium revenues.

Each of the Company's lines of continuing insurance business is highly competitive and is likely to remain so for the foreseeable future. The Company faces competition from specialty insurance companies, underwriting agencies and intermediaries, as well as diversified financial services companies that are significantly larger than it is and that have significantly greater financial, marketing, management and other resources. The Company may also face competition from new sources of capital such as institutional investors seeking access to the insurance market, sometimes referred to as alternative capital, which may depress pricing or limit the Company’s opportunities to write business. The emergence of insurtech companies and other companies that may seek to write business without the appropriate regard for risk and profitability may lead to increased competition for premiums. All of these increases in competition threaten to reduce demand for the Company’s insurance products, reduce its market share and growth prospects, and potentially reduce the Company’s premium revenues and profitability.

If the Company is unable to keep pace with the technological advancements in the insurance industry, its ability to compete effectively could be impaired.

The Company’s operations rely upon complex and expensive information technology systems for interacting with policyholders, brokers and other business partners. The pace at which information systems must be upgraded is continually increasing, requiring an ongoing commitment of significant resources to maintain or upgrade to current standards. Many of the Company’s operating subsidiaries maintain separate IT systems. The Company will need to continue to develop and maintain information technology systems that will allow its insurance subsidiaries to compete effectively. The development of new technologies may result in the Company being competitively disadvantaged if it is unable to upgrade its systems in a timely manner. If the Company is unable to keep pace with the advancements being made in technology, the Company’s ability to compete with other insurance companies that have more advanced technological capabilities will be negatively affected. Further, if the Company is unable to effectively update or replace its key legacy technology systems as they become obsolete or as emerging technology renders them competitively inefficient, the Company’s competitive position and its cost structure could be adversely affected.

Old Republic is subject to extensive governmental regulation, and if the Company fails to comply with these regulations, it can be subject to penalties, including fines and suspensions, which may adversely affect the Company’s realization of its business objectives as well as its financial condition, results of operations and reputation.

Most insurance regulations are designed to protect the interests of policyholders rather than shareholders and other investors. These regulations are generally administered by a department of insurance in each state and territory in which the Company does business, and relate to, among other things, policy forms, premium rates, capital requirements, licensing, investments, policy limits, accounting methods and reserving.

State insurance departments also conduct periodic examinations of the conduct and affairs of insurance companies and require the filing of annual, quarterly and other reports relating to financial condition, holding company issues and other matters. At any given time, governmental agencies are examining or investigating certain of the Company’s operations. These include examinations or investigations of market conduct, competitive practices and other regulatory compliance matters. Changes in the level of regulation of the insurance industry or changes in laws or regulations themselves or interpretations by governmental or regulatory authorities could adversely affect the Company’s ability to operate its business as currently conducted and adversely affect or inhibit Old Republic’s ability to achieve some or all of its business objectives.

Regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, the Company follows practices based on its interpretations of regulations or practices that it believes may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If the Company does not have the requisite licenses and approvals or does not comply with applicable regulatory requirements, insurance regulatory authorities could initiate investigations or other proceedings, fine the Company, preclude or temporarily suspend the Company from carrying on some or all of its activities or otherwise penalize the Company. This could adversely affect the Company’s ability to operate its business.

In addition to regulations specific to the insurance industry, as a public company, Old Republic is also subject to the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange, each of which regulate many areas such as financial and business disclosures, corporate governance and shareholder matters. Old Republic is also subject to the corporation laws of Delaware, its state of incorporation. At the federal level, among other laws, the Company is subject to the Sarbanes-Oxley Act and the Dodd-Frank Act, each of which regulate corporate governance, executive compensation and other areas, as well as laws relating to federal trade restrictions, privacy/data security and terrorism risk insurance laws. The Company monitors these laws, regulations and rules to assess the Company’s compliance and make appropriate changes as necessary. Implementing such changes may require adjustments to the Company’s business methods, increases to its costs and other changes that could cause the Company to be less competitive in the industry.

Climate Change could materially have an adverse effect on Old Republic’s business and investments.

Old Republic is primarily involved in the commercial liability, risk management and title insurance businesses. The Company believes the impact of climate change will not materially affect its Title Insurance business as title insurance does not provide property or liability coverage, but rather protects against defects in title ownership. With regard to its liability insurance business, it is mostly concentrated in workers’ compensation and vehicle liability insurance. The Old Republic property and casualty insurance companies utilize recognized catastrophic modeling resources and reinsurance coverage to mitigate risk. Additionally, its underwriting risk is mostly subjected to re-pricing on an annual basis; therefore, to the extent that climate change may impact the number and severity of losses for Old Republic’s policyholders and clients, that impact would likely be long-term in nature and would be considered in Old Republic’s normal pricing and underwriting process.

With regard to its current facilities and buildings, the Company periodically assesses and attempts to reduce or mitigate its emissions by acting in an environmentally responsible manner and implementing green strategies, where feasible. The Company decreases the environmental impact of its facilities and buildings by conserving energy and reducing natural resource consumption and greenhouse gas emissions. Further, it has implemented environmentally sustainable practices, including paper resources conservation, energy conservation, water conservation, waste management, recycling programs, and employee awareness. Finally, the Company periodically attempts to improve energy efficiencies in given facilities through repairs and replacements.

As an insurance organization, Old Republic has a large investment portfolio of which a significant portion consists of fixed rate income investments that have an average term to maturity of under 5 years. While the Company believes its portfolio is well diversified, it has a significant amount invested in electric utilities and in the natural gas exploration and distribution industry. Many of these investments are for relatively short terms and some are for upgrading coal generation power plants to reduce emissions, for building or upgrading clean energy operations, natural gas or nuclear power plants, or for natural gas exploration, as well as, other alternative energy initiatives that are pursued individually by these entities.

Old Republic does not specifically direct equity investments into specialized "climate change" entities, but passively participates in climate control issues through its fixed income investments, as outlined above.

If climate change has a significant impact on a specific bond issuer, or the economy in general, investment losses or reduction in sales/revenue could potentially occur. In that event, Old Republic would address such issues pursuant to sound business and investment practices.

While Old Republic believes it has taken a reasonable position on the risk of climate change, there can be no assurance that these assumptions or its policies and practices will be sufficient to insulate it from any long-term effects of climate change.

SPECIFIC RISKS RELATING TO GENERAL INSURANCE

Catastrophic losses, including those caused by natural disasters such as earthquakes or man-made events such as terrorist attacks, are inherently unpredictable and could cause the Company to suffer material financial losses.

While the General Insurance segment does not have a meaningful exposure to homeowners or other real property coverages, the casualty or liability insurance it underwrites creates exposure to claims arising out of catastrophes. The two principal catastrophe exposures are earthquakes and acts of terrorism in areas where there are large concentrations of employees of an insured employer or other individuals who could potentially be injured and assert claims against an insured under workers' compensation policies. Collateral damage to property or persons from acts of terrorism and other calamities could also expose general liability policies.

Following the September 11, 2001 terrorist attack, the reinsurance industry eliminated coverage from substantially all reinsurance contracts for claims arising from acts of terrorism. As discussed elsewhere in this report, the U.S. Congress subsequently passed TRIA, TRIREA, and TRIPRA legislation that required primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies. Although these programs established a temporary federal reinsurance program through December 31, 2027, primary insurers like the Company’s General Insurance subsidiaries retain significant exposure for terrorist act-related losses.

Since January 1, 2005, the Company has maintained maximum treaty reinsurance coverage of up to $200.0 million for workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Therefore, it is possible that in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single place, the Company could experience significant non-reinsured losses if the losses exceeded its reinsurance coverage, which could materially and adversely affect the Company’s financial condition and results of operations.

In addition, natural events such as the COVID-19 pandemic can have a particular impact on certain business lines. For example, the General Insurance segment writes workers’ compensation business covering the continuing care industry, which has been adversely affected by the pandemic. The impact of the pandemic on covered individuals in this sector could cause the Company to experience increased claims and losses, which could also materially and adversely affect the Company’s financial condition and results of operations.

Economic conditions could adversely affect the Company’s financial condition and results of operations.

Negative trends in employment rates can adversely affect Old Republic’s workers’ compensation business. If the Company’s customers reduce their workforce levels, the level of workers’ compensation insurance coverage they require and, as a result the premiums that the Company charges, would be reduced, and if the customer ceases operations, it will not renew its policy. For example, if the COVID-19 pandemic continues or current economic conditions deteriorate, Old Republic could experience future decreases in business activity, which could have an adverse effect on the Company’s financial condition and results of operation.

If the Company is not able to obtain reinsurance on favorable terms, its business, financial condition and results of operations could be adversely affected.

Reinsurance is a contractual arrangement whereby one insurer (the reinsurer) assumes some or all of the risk exposure written by another insurer (the reinsured). The Company depends on reinsurance to manage its risks both in terms of the amount of coverage it is able to write, the amount it is able to retain for its own account, and the price at which the Company is able to write it. The availability of reinsurance and its price, however, are generally determined in the reinsurance market by conditions beyond the Company’s control.

Because reinsurance does not relieve the Company of its primary liability to insureds in the event of a loss, the ability of reinsurers to honor their counterparty obligations to the Company represents credit risk. The Company attempts to mitigate this risk by limiting reinsurance placements to those reinsurers it considers the best credit risks. In recent years, however, there has been an ever decreasing number of acceptable reinsurers. There can be no assurance that the Company will be able to find the desired or even adequate amounts of reinsurance at favorable rates from acceptable reinsurers in the future. If unable to do so, the Company would have greater exposure to catastrophic losses and be forced to reduce the volume of business written or retain increased amounts of liability exposure. In either case, any reduction or other changes in the Company’s reinsurance could adversely affect the Company's business, results of operations, and financial condition.

Losses due to defaults by insureds with which the Company has entered into risk sharing arrangements could adversely affect its profitability.

A significant amount of Old Republic's liability and workers' compensation business, particularly for large commercial insureds, is written on the basis of risk sharing underwriting methods. These methods may include the use of large deductibles, captive insurance risk retentions, or other arrangements by which the insureds effectively retain and fund all or a portion of the loss experience. An insured’s financial strength and ability to pay are carefully evaluated as part of the underwriting process and monitored periodically thereafter. In addition, the exposure retained by an insured is estimated and collateralized based on a credit analysis and evaluation. Because the Company is primarily liable for losses incurred under its policies, the failure or inability of insureds to honor their retained liability represents a credit risk. If the Company incorrectly estimates the proper amount of collateral or if there is an impediment to the Company's ability to access that collateral, it could have a material adverse effect on the General Insurance segment’s profitability, results of operation and financial condition.

SPECIFIC RISKS RELATING TO TITLE INSURANCE

The Title Insurance segment’s products and services and claims experience may suffer as a result of deteriorations in the real estate market.

Demand for the products and services provided by the Title Insurance segment is generally dependent on the strength of the real estate market and the frequency of real estate transactions. If real estate market conditions and

real estate values decline, the number of real estate transactions may decrease as a result of high or increasing mortgage interest rates and limited or decreasing availability of credit, including commercial and residential mortgage funding. Historically, increasing foreclosure activity has led to an increase in claims. These factors may adversely affect both net premiums and fees earned and profitability in the segment.

A significant portion of the Title Insurance segment’s business is generated by independent title agents. If this segment’s products and services become less attractive to these independent title agents, or if there is a decrease in the amount of title industry business placed by independent title agents, it could have a material adverse impact on this segment.

For the year ended December 31, 2021, approximately $3.4 billion or 78% of the Title Insurance segment’s consolidated premium and related fee income was produced by independent title agents. The other three large national title insurers generate a higher percentage of their business through employees or owned insurance agencies. Independent title agents can direct business to any title insurer, whereas owned agencies will typically direct business solely to their parent or affiliated title insurers. If the products and services provided by competitors are more attractive to independent title agents, or if the number of, or amount of business produced by, independent title agents decreases, the segment’s business may be adversely affected.

Because independent title agents issue a significant portion of the Title Insurance segment's policies and operate with substantial independence from the business, the independent operations of these title agents could adversely affect the financial condition and profitability of this segment.

The Title Insurance segment issues a significant portion of its policies through title agents that operate largely independently and without direct supervision. The independent agents typically perform title searches and examinations and make underwriting decisions for which the Title Insurance segment bears the risk. The activities of these independent title agents are governed by contract. While the Title Insurance business has policies to audit and monitor their activities, there is no guarantee that these title agents will fulfill their contractual obligations. For example, an independent agent may issue a policy that is in excess of contractual limits or the independent title agent may not adhere to required underwriting standards. The Title Insurance segment’s contracts with agents generally limit an agent’s liability for losses. However, under certain circumstances, the segment may be liable to third parties for actions (including defalcations) or omissions of these agents. In certain states a title insurer may be held liable for the actions or omissions of its agents in those states, including instances in which the insurer has issued a closing protection letter, regardless of contractual limitations imposed on an agent’s actions. A closing protection letter indemnifies the lender and borrower against losses relating to the status of title arising from certain actions of the agent. As a result, the use of independent title agents could result in increased claims and an increase in other costs and expenses.

Regulation of title insurance rates could adversely affect the Title Insurance segment.

Title insurance rates are subject to extensive regulation, which varies from state to state. In many states the approval of the applicable state insurance regulator is required prior to implementing a rate change. These regulations could hinder the Title Insurance segment’s ability to promptly adapt to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market.

The Title Insurance segment’s business may be adversely affected by business or regulatory conditions that disproportionately affect Florida.

Florida is the largest source of revenue for the Title Insurance segment. In the aggregate in 2021, Florida accounted for approximately 19% of total segment consolidated premium and related fee income. As a result of the significant income derived from customers in this state, the Title Insurance segment is exposed to adverse business or regulatory conditions that significantly or disproportionally affect Florida. For example, a declining business climate or real estate market that is localized in Florida could have an adverse effect on the segment’s results of operations. Adverse regulatory developments, including reductions in rates or increased regulatory or capital requirements in Florida could similarly adversely affect the segment’s business, financial condition and results of operations.

A title failure or other claim on a large commercial title policy could adversely affect the Title Insurance segment and the Company.

The Title Insurance segment’s commercial business involves the issuance of title policies on commercial properties. Policies insuring title on large commercial properties (or aggregations of many smaller properties) may have policy exposure extending into the hundreds of millions of dollars. Historically, the segment has not obtained reinsurance on its large commercial policies. Given the large policy limits, a significant loss on one of these policies would have a material adverse effect on the Title segment and the Company.

SPECIFIC RISKS RELATING TO THE RFIG-RUNOFF SEGMENT

Inadequate reserves for losses could materially adversely affect the RFIG Run-off segment.

The Company establishes reserves for losses and loss adjustment expenses for its RFIG Run-off segment based upon loans reported by mortgage servicers to be in default, as well as estimates of those in default but not yet reported. The reserves are best estimates by management and take into consideration many variables, including the

number of reported defaults, the payment status of those defaults, the segment’s historical loss data and management’s assumptions and expectations regarding future trends in housing and mortgage markets, unemployment rates and the economy in general.

Estimating reserves for mortgage guaranty exposures is an inherently uncertain process insofar as it is based on information reported by third parties and is subject to changes in economic conditions which could have a material impact on ultimate losses and loss adjustment expenses.

Claim reserve estimates for the RFIG Run-off segment rely on the accuracy and timeliness of information provided by mortgage servicers with regards to the number and payment status of mortgage loans in default. Inaccuracies or delays in the reporting of default information could adversely affect the level of carried reserves or the timing in which such reserves or changes therein are recorded. Changes in economic trends and conditions, periods of sustained economic distress such as those experienced during the Great Recession of 2007-2012 or, more recently, by the adverse economic effects of the COVID-19 pandemic, subject estimates of loss reserves to an even greater degree of uncertainty and volatility.

As a result of these risk factors, the rate and severity of actual losses could prove to be greater than expected and could require the Company to effect substantial increases in RFIG Run-off segment loss reserves. Depending upon the magnitude, such increases could have a material adverse impact on the segment’s capital position and the Company's consolidated results of operations and financial condition. There can be no assurance that the actual losses for the RFIG Run-off segment will not be materially greater than previously established loss reserves.

Item 1B - Unresolved Staff Comments

None

Item 2 - Properties

The principal executive offices of the Company are located in the Company-owned Old Republic Building in Chicago, Illinois. In addition to its Chicago building, a subsidiary of the Title Insurance segment owns and partially occupies its operations headquarters building in Minneapolis, Minnesota. Certain smaller buildings are owned by Old Republic and its subsidiaries in various parts of the nation and are primarily used for its business.

Other operations of the Company and its subsidiaries are directed from leased premises. See Note 13 of the Notes to Consolidated Financial Statements for a summary of all material lease obligations.

Item 3 - 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 December 31, 2021, the Company had no material non-claim litigation exposures in its consolidated business.

Item 4 - Mine Safety Disclosures

Not applicable.

PART II

Item 5 - Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

The Company's common stock is traded on the New York Stock Exchange under the symbol "ORI". As of January 31, 2022, there were 2,072 registered holders of the Company's Common Stock. See Note 11 of the Notes to Consolidated Financial Statements for a description of certain regulatory restrictions on the payment of dividends by Old Republic's insurance subsidiaries.

Comparative Five Year Performance Graphs for Common Stock

The following table, prepared on the basis of market and related data furnished by Standard & Poor's Total Return Service, reflects total market return data for the most recent five calendar years ended December 31, 2021. For purposes of the presentation, the information is shown in terms of $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year. The $100 investment is deemed to have been made either in Old Republic Common Stock, in the S&P 500 Index of common stocks, or in an aggregate of the common shares of the Peer Group of publicly held insurance businesses selected by Old Republic. The cumulative total return assumes reinvestment of cash dividends on a pretax basis. The information utilized to prepare the following table has been obtained from sources believed to be reliable, but no representation is made that it is accurate or complete in all respects.

Comparison of Five Year Total Market Return

OLD REPUBLIC INTERNATIONAL CORPORATION vs. S&P 500 vs. Peer Group

(For the five years ended December 31, 2021)

	Dec. 16		Dec. 17		Dec. 18		Dec. 19		Dec. 20		Dec. 21
ORI	$	100.00	$	116.87	$	122.54	$	144.29	$	133.26	$	193.12
S&P 500	100.00		121.83		116.49		153.17		181.35		233.41
Peer Group	100.00		111.59		95.11		121.58		112.69		151.61

The Peer Group has been approved by the Compensation Committee of the Company's Board of Directors and consists of the following publicly held corporations with which the Company competes in various regards: American Financial Group, Inc., American International Group, Inc., W.R. Berkley Corporation, Chubb Limited, Cincinnati Financial Corporation, CNA Financial Corporation, Fidelity National Financial, Inc., First American Financial Corporation, The Hartford Financial Services Group, Inc., Stewart Information Services Corporation, and The Travelers Companies, Inc.

Item 7 - Management Analysis of Financial Position and Results of Operations

($ in Millions, Except Share Data)

OVERVIEW

This management analysis of financial position and results of operations pertains to the consolidated accounts of Old Republic International Corporation ("Old Republic", "ORI" or "the Company"). The Company conducts its operations through a number of regulated insurance company subsidiaries organized into three major segments: General Insurance (property and liability insurance), Title Insurance and Republic Financial Indemnity Group ("RFIG") Run-off. A small life and accident insurance business, accounting for .2% of consolidated operating revenues for the year ended December 31, 2021 and .5% of consolidated assets as of that date, is included within the Corporate & Other caption of this report.

The consolidated accounts are presented in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP"). As a publicly held company, Old Republic utilizes GAAP to comply with the financial reporting requirements of the Securities and Exchange Commission ("SEC"). From time to time the FASB and the SEC issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Of particular relevance to the Company's financial statements is guidance recently issued by the FASB relative to lease accounting and accounting for credit losses on financial instruments, which are discussed further in the Notes to Consolidated Financial Statements.

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

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

EXECUTIVE SUMMARY

Old Republic International Corporation reported the following consolidated results:

OVERALL RESULTS
Years Ended December 31:	2021		2020		2019
Pretax income (loss)	$	1,922.1	$	688.4	$	1,322.4
Pretax investment gains (losses)	758.0		(142.0)		636.1
Pretax income (loss) excluding investment gains (losses)	$	1,164.0	$	830.4	$	686.2
Net income (loss)	$	1,534.3	$	558.6	$	1,056.4
Net of tax investment gains (losses)	598.4		(112.1)		502.2
Net income (loss) excluding investment gains (losses)	$	935.9	$	670.8	$	554.2
PER DILUTED SHARE
Years Ended December 31:	2021		2020		2019
Net income (loss)	$	5.05	$	1.87	$	3.51
Net of tax investment gains (losses)	1.97		(0.37)		1.67
Net income (loss) excluding investment gains (losses)	$	3.08	$	2.24	$	1.84
SHAREHOLDERS' EQUITY
December 31:			2021		2020
Total			$	6,893.2	$	6,186.6
Per Common Share			$	22.76	$	20.75

The Company reported pretax income, exclusive of all investment gains of $1.16 billion for 2021, representing growth of 40.2% compared to 2020. General Insurance and Title Insurance both produced solid underwriting results that drove a consolidated combined ratio of 89.9% for 2021 compared to 93.3% and 95.3% in 2020 and 2019, respectively. In addition to these strong underwriting results, total and per share net income for 2021 also reflects an increase in the fair value of equity securities.

Consolidated net premiums and fees earned of $8.0 billion for 2021 represent growth of 18.8% compared to 2020. General Insurance net earned premiums grew by mid-single digits over the prior year, while Title Insurance continued to experience significant growth in premium and fees attributable to a low interest rate environment and a robust real estate market. Net investment income remained relatively flat in 2021, reflecting growth in the invested asset base, offset by lower investment yields.

Book value per share advanced to $22.76 as of December 31, 2021. With the addition of dividends declared during the year, this was an increase of 21.2% over year-end 2020, primarily driven by strong operating earnings and by gains in our investment portfolio.

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

In management's opinion, the focus on income (loss) excluding investment gains (losses) provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income (loss) can mask trends in operating results. That is because their realization is, more often than not, highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations in reported net income (loss).

FINANCIAL HIGHLIGHTS
							% Change
							2021		2020
Years Ended December 31:	2021		2020		2019		vs. 2020		vs. 2019
SUMMARY INCOME STATEMENTS:
Revenues:
Net premiums and fees earned	$	8,003.6	$	6,737.8	$	6,241.1	18.8	%	8.0	%
Net investment income	434.3		438.9		450.7		(1.1)		(2.6)
Other income	145.6		131.2		132.6		11.0		(1.0)
Total operating revenues	8,583.5		7,308.0		6,824.4		17.5		7.1
Investment gains (losses):
Realized from actual transactions	6.9		14.2		38.6
Realized from impairments	—		—		(2.0)
Unrealized from changes in fair value of equity securities	751.1		(156.2)		599.5
Total investment gains (losses)	758.0		(142.0)		636.1
Total revenues	9,341.6		7,166.0		7,460.5
Operating expenses:
Claim costs	2,420.9		2,491.4		2,572.7		(2.8)		(3.2)
Sales and general expenses	4,942.3		3,942.4		3,525.4		25.4		11.8
Interest and other costs	56.2		43.7		40.0		28.7		9.1
Total operating expenses	7,419.5		6,477.5		6,138.1		14.5	%	5.5	%
Pretax income (loss)	1,922.1		688.4		1,322.4
Income taxes (credits)	387.7		129.7		265.9
Net income (loss)	$	1,534.3	$	558.6	$	1,056.4
COMMON STOCK STATISTICS:
Components of net income (loss) per share:
Basic net income (loss) excluding investment gains (losses)	$	3.10	$	2.24	$	1.85	38.4	%	21.1	%
Net investment gains (losses):
Realized from actual transactions and impairments	0.02		0.04		0.10
Unrealized from changes in fair value of equity securities	1.96		(0.41)		1.57
Basic net income (loss)	$	5.08	$	1.87	$	3.52
Diluted net income (loss) excluding investment gains (losses)	$	3.08	$	2.24	$	1.84	37.5	%	21.7	%
Net investment gains (losses):
Realized from actual transactions and impairments	0.02		0.04		0.10
Unrealized from changes in fair value of equity securities	1.95		(0.41)		1.57
Diluted net income (loss)	$	5.05	$	1.87	$	3.51
Cash dividends on common stock	$	2.38	$	1.84	$	1.80
Book value per share	$	22.76	$	20.75	$	19.98	9.7	%	3.9	%

Management believes the information presented in the table on the following page, prior to the inclusion of investment gains (losses), highlights the most meaningful, realistic indicators of ORI's segmented and consolidated financial performance. The information underscores management's view of reported results by separating the inherent volatility of securities markets and their above-noted impact on reported net income (loss).

	Major Segmented and Consolidated
	Elements of Income (Loss)
										2021		2020
Years Ended December 31:	2021			2020			2019			vs. 2020		vs. 2019
A. Net premiums, fees, and other income:
General Insurance	$	3,555.5		$	3,394.2		$	3,432.4		4.8	%	(1.1)	%
Title Insurance	4,404.3			3,286.3			2,736.0			34.0		20.1
Corporate & Other	11.0			12.0			13.4			(8.8)		(10.0)
Other income	145.6			131.2			132.6			11.0		(1.0)
Subtotal	8,116.5			6,823.9			6,314.4			18.9		8.1
RFIG Run-off	32.6			45.1			59.2			(27.6)		(23.8)
Consolidated	$	8,149.2		$	6,869.1		$	6,373.7		18.6	%	7.8	%
B. Underwriting and related services income (loss):
General Insurance	$	311.4		$	151.8		$	84.9		105.1	%	78.8	%
Title Insurance	474.0			305.8			193.5			55.0		58.0
Corporate & Other	(20.9)			(17.0)			(15.5)			(22.7)		(9.5)
Subtotal	764.6			440.5			262.8			73.5		67.6
RFIG Run-off	21.3			(5.3)			12.7			497.1		(142.3)
Consolidated	$	785.9		$	435.2		$	275.6		80.6	%	57.9	%
C. Consolidated underwriting ratio:
Claim ratio:
Current year	32.9		%	38.2		%	41.7		%
Prior years	(2.7)			(1.2)			(.5)
Total	30.2			37.0			41.2
Expense ratio	59.7			56.3			54.1
Combined ratio	89.9		%	93.3		%	95.3		%
D. Net investment income:
General Insurance	$	342.4		$	352.2		$	356.4		(2.8)	%	(1.2)	%
Title Insurance	43.8			42.0			41.4			4.3		1.3
Corporate & Other	36.5			29.4			35.1			24.0		(16.2)
Subtotal	422.8			423.6			433.0			(0.2)		(2.2)
RFIG Run-off	11.4			15.2			17.6			(24.7)		(13.4)
Consolidated	$	434.3		$	438.9		$	450.7		(1.1)	%	(2.6)	%
E. Interest and other charges (credits):
General Insurance	$	64.2		$	64.2		$	71.1
Title Insurance	2.1			3.8			4.1
Corporate & Other (a)	(10.1)			(24.3)			(35.2)
Subtotal	56.2			43.7			40.0
RFIG Run-off	—			—			—
Consolidated	$	56.2		$	43.7		$	40.0		28.7	%	9.1	%
F. Segmented and consolidated pretax income (loss)
excluding investment gains (losses)(B+D-E):
General Insurance	$	589.6		$	439.8		$	370.2		34.1	%	18.8	%
Title Insurance	515.7			344.0			230.8			49.9		49.0
Corporate & Other	25.7			36.7			54.8			(29.8)		(33.1)
Subtotal	1,131.1			820.5			655.9			37.9		25.1
Run-off	32.8			9.8			30.3			232.3		(67.4)
Consolidated	1,164.0			830.4			686.2			40.2	%	21.0	%
Income taxes (credits) on above (b)	228.1			159.6			132.0
G. Net income (loss) excluding
investment gains (losses)	935.9			670.8			554.2			39.5	%	21.0	%
H. Consolidated pretax investment gains (losses):
Realized from actual transactions and impairments	6.9			14.2			36.6
Unrealized from changes in fair value of equity securities	751.1			(156.2)			599.5
Total	758.0			(142.0)			636.1
Income taxes (credits) on above	159.6			(29.8)			133.8
Net of tax investment gains (losses)	598.4			(112.1)			502.2
I. Net income (loss)	$	1,534.3		$	558.6		$	1,056.4
J. Consolidated operating cash flow	$	1,311.7		$	1,185.0		$	936.2

(a) Includes consolidation/elimination entries. (b) The effective tax rates applicable to pretax income excluding investment gains and (losses) were 19.6%, 19.2% and 19.2% for the years ended December 31, 2021, 2020 and 2019, respectively.

| General Insurance Segment Results | | --- || | | General Insurance Summary Operating Results | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | % Change | | | | | | | | | | | | | | | | 2021 | | 2020 | | | Years Ended December 31: | | 2021 | | | 2020 | | | 2019 | | | vs. 2020 | | vs. 2019 | | | Net premiums written | | $ | 3,680.9 | | $ | 3,431.3 | | $ | 3,469.0 | | 7.3 | % | (1.1) | % | | Net premiums earned | | 3,555.5 | | | 3,394.2 | | | 3,432.4 | | | 4.8 | | (1.1) | | | Net investment income | | 342.4 | | | 352.2 | | | 356.4 | | | (2.8) | | (1.2) | | | Other income | | 144.5 | | | 130.3 | | | 131.9 | | | 10.9 | | (1.2) | | | Operating revenues | | 4,042.5 | | | 3,876.8 | | | 3,920.8 | | | 4.3 | | (1.1) | | | Claim costs | | 2,303.1 | | | 2,372.0 | | | 2,464.6 | | | (2.9) | | (3.8) | | | Sales and general expenses | | 1,085.4 | | | 1,000.7 | | | 1,014.7 | | | 8.5 | | (1.4) | | | Interest and other costs | | 64.2 | | | 64.2 | | | 71.1 | | | 0.1 | | (9.7) | | | Operating expenses | | 3,452.8 | | | 3,436.9 | | | 3,550.5 | | | 0.5 | | (3.2) | | | Segmented pretax operating income (loss) | | $ | 589.6 | | $ | 439.8 | | $ | 370.2 | | 34.1 | % | 18.8 | % | | Claim ratio | | 64.8 | | % | 69.9 | | % | 71.8 | | % | | | | | | Expense ratio | | 26.5 | | | 25.6 | | | 25.7 | | | | | | | | | Combined ratio | 91.3 | | % | 95.5 | | % | 97.5 | | % | | | | |

General Insurance net premiums earned increased 4.8% for 2021, with rising premiums in commercial auto, financial indemnity, and property lines of coverage. Strong premium rate increases for most lines of coverage, other than workers' compensation, high renewal retention ratios, and new business production all contributed. Conversely, net premiums earned were down slightly in 2020 compared to 2019. The economic impacts of the COVID-19 pandemic and tightened underwriting standards were mitigated by strong premium rate increases for most insurance products. Declining workers' compensation and general liability premiums were largely offset by rising premiums in commercial auto, financial indemnity and property coverages. Net investment income decreased in both 2021 and 2020, reflecting lower investment yields partially offset by growth in the invested asset base.

The reported claim ratio for General Insurance improved in 2021 and 2020, inclusive of favorable reserve development from prior periods and a lower current period claim provision, attributable to several years of premium rate increases and underwriting actions. Favorable development was higher in 2021 due predominantly to better than expected claims experience related to workers' compensation and commercial auto reserves on older, more developed years. The 2021 expense ratio was slightly elevated compared to the prior years, generally reflecting variability of sales and general expenses within the line of coverage mix.

Together, these factors produced significantly greater pretax operating income for the periods reported.

The following table shows recent annual claim ratios and the effects of claim development trends:

				Effect of Prior Periods'
				(Favorable)/			Claim Ratio Excluding
	Reported			Unfavorable Claim			Prior Periods' Claim
	Claim Ratio			Reserves Development			Reserves Development
2017		71.8	%		0.7	%		71.1	%
2018		72.2			—			72.2
2019		71.8			0.4			71.4
2020		69.9			(0.8)			70.7
2021		64.8	%		(3.8)	%		68.6	%

Annual claim ratios and trends may not be particularly meaningful indicators of future outcomes for an insurance company with a liability-oriented coverage mix and its relatively long claim payment patterns. Management's long-term targets, assuming the current coverage mix, are for annually reported claim ratio averages in the high 60% to low 70% range, expense ratio averages of 25% or below, and a combined ratio ranging between 90% and 95%.

| Title Insurance Segment Results | | --- || | | Title Insurance Summary Operating Results | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | % Change | | | | | | | | | | | | | | | | 2021 | | 2020 | | | Years Ended December 31: | | 2021 | | | 2020 | | | 2019 | | | vs. 2020 | | vs. 2019 | | | Net premiums and fees earned | | $ | 4,404.3 | | $ | 3,286.3 | | $ | 2,736.0 | | 34.0 | % | 20.1 | % | | Net investment income | | 43.8 | | | 42.0 | | | 41.4 | | | 4.3 | | 1.3 | | | Other income | | 1.1 | | | 0.9 | | | 0.7 | | | 14.9 | | 39.1 | | | Operating revenues | | 4,449.3 | | | 3,329.3 | | | 2,778.1 | | | 33.6 | | 19.8 | | | Claim costs | | 112.9 | | | 75.3 | | | 67.4 | | | 49.9 | | 11.8 | | | Sales and general expenses | | 3,818.4 | | | 2,906.1 | | | 2,475.7 | | | 31.4 | | 17.4 | | | Interest and other costs | | 2.1 | | | 3.8 | | | 4.1 | | | (42.7) | | (7.7) | | | Operating expenses | | 3,933.5 | | | 2,985.3 | | | 2,547.3 | | | 31.8 | | 17.2 | | | Segmented pretax operating income (loss) | | $ | 515.7 | | $ | 344.0 | | $ | 230.8 | | 49.9 | % | 49.0 | % | | Claim ratio | | 2.6 | | % | 2.3 | | % | 2.5 | | % | | | | | | Expense ratio | | 86.7 | | | 88.4 | | | 90.5 | | | | | | | | | Combined ratio | 89.3 | | % | 90.7 | | % | 93.0 | | % | | | | |

Title Insurance net premiums and fees earned grew by 34.0% and 20.1% for 2021 and 2020, respectively, attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions in both years was partially offset by a decline in refinance activity beginning in 2021. Revenue from independent title agents continued to increase over prior years although at a lower rate in more recent quarters, while revenue from direct production channels declined slightly in the later part of 2021. Net investment income increased in both 2021 and 2020, reflecting growth in the invested asset base, somewhat offset by lower investment yields.

Title Insurance's reported claim ratios were relatively flat for the years presented, inclusive of favorable development. The expense ratios reflect the benefit of greater leverage of the expense structure on significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.

Together, these factors produced significantly greater pretax operating income for the periods reported.

The following table shows recent annual claim ratios and the effects of claim development trends:

				Effect of Prior Periods'
				(Favorable)/			Claim Ratio Excluding
	Reported			Unfavorable Claim			Prior Periods' Claim
	Claim Ratio			Reserves Development			Reserves Development
2017		0.8	%		(3.0)	%		3.8	%
2018		1.9			(1.8)			3.7
2019		2.5			(1.2)			3.7
2020		2.3			(1.3)			3.6
2021		2.6	%		(1.0)	%		3.6	%
RFIG Run-off Segment Results
---				RFIG Run-off Summary Operating Results (a)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											% Change
											2021		2020
Years Ended December 31:		2021			2020			2019			vs. 2020		vs. 2019
Mortgage Insurance (MI)
Net premiums earned		$	32.6		$	45.1		$	58.8		(27.6)	%	(23.3)	%
Net investment income		11.4			15.2			17.3			(24.7)		(12.0)
Claim costs		(1.7)			36.9			32.3			(104.7)		14.1
MI pretax operating income (loss)		$	32.8		$	9.8		$	29.2		232.3	%	(66.2)	%
Claim ratio		(5.3)		%	81.7		%	55.0		%
Expense ratio		39.9			30.2			24.8
	Combined ratio	34.6		%	111.9		%	79.8		%
Consumer Credit Insurance (CCI) (a)
CCI pretax operating income (loss)		$	—		$	—		$	1.0
Total MI and CCI run-off business (a)
Segment pretax operating income (loss)		$	32.8		$	9.8		$	30.3		232.3	%	(67.4)	%

__________________

(a) Results for the CCI run-off are expected to be immaterial in the remaining run-off periods. Effective July 1, 2019, these results have been re-classified to General Insurance for all future periods.

Pretax operating results of RFIG Run-off reflect the continuing drop in net earned premiums in line with the declining risk in force and significantly lower claim costs in 2021 compared to 2020. Claim costs in 2021 reflect fewer newly reported delinquencies along with improving trends in cure rates and lower claim severity influenced by the ongoing economic recovery and continued strength in the real estate market. Claim costs for 2020 reflected greater reserve provisions due to elevated delinquencies and the economic impacts of the COVID-19 pandemic. Investment income decreased in both years reflecting a declining invested asset base and lower investment yields. Extraordinary dividends of $100.0 million and $37.7 million were paid to the parent company in 2021 and 2020, respectively.

The following table shows recent annual claim ratios and the effects of claim development trends:

				Effect of Prior Periods'
				(Favorable)/			Claim Ratio Excluding
	Reported			Unfavorable Claim			Prior Periods' Claim
	Claim Ratio			Reserves Development			Reserves Development
2017		57.6	%		(38.3)	%		95.9	%
2018		43.2			(27.0)			70.2
2019		55.0			(12.5)			67.5
2020		81.7			(26.5)			108.2
2021		(5.3)	%		(67.5)	%		62.2	%
Corporate & Other Operating Results
---			Corporate & Other Summary Operating Results
---	---	---	---	---	---	---	---	---	---	---
							% Change
							2021		2020
Years Ended December 31:	2021		2020		2019		vs. 2020		vs. 2019
Net life and accident premiums earned	$	11.0	$	12.0	$	13.4	(8.8)	%	(10.0)	%
Net investment income	36.5		29.4		35.1		24.0		(16.2)
Other operating income	—		—		—		—		—
Operating revenues	47.5		41.4		48.5		14.7		(14.6)
Claim costs	6.5		7.1		8.8		(7.9)		(19.7)
Insurance expenses	3.4		4.2		4.5		(17.6)		(6.6)
Corporate, interest and other expenses - net	11.6		(6.6)		(19.7)		N/M		66.3
Operating expenses	21.7		4.7		(6.3)		N/M		174.7
Corporate & Other pretax operating income (loss)	$	25.7	$	36.7	$	54.8	(29.8)	%	(33.1)	%

This segment includes the combination of a small life and accident insurance business and the net costs associated with the parent holding company and its internal corporate services subsidiaries. The segment tends to produce highly variable results stemming from volatility inherent from the lack of scale. Interest expense increased in 2021 related to the issuance of $650 million of debt late in the second quarter. This increase was largely offset by net investment income from a higher level of investments.

| Summary Consolidated Balance Sheet | | --- || | December 31, | | | | | --- | --- | --- | --- | --- | | | 2021 | | 2020 | | | Assets: | | | | | | Cash and fixed maturity securities | $ | 11,399.6 | $ | 11,365.1 | | Equity securities | 5,302.8 | | 4,054.8 | | | Other invested assets | 116.5 | | 115.3 | | | Cash and invested assets | 16,818.9 | | 15,535.3 | | | Accounts and premiums receivable | 1,768.7 | | 1,593.9 | | | Federal income tax recoverable: Current | 11.8 | | — | | | Reinsurance balances recoverable | 4,943.4 | | 4,362.8 | | | Deferred policy acquisition costs | 350.4 | | 328.0 | | | Sundry assets | 1,088.4 | | 995.0 | | | Total assets | $ | 24,981.8 | $ | 22,815.2 | | Liabilities and Shareholders' Equity: | | | | | | Policy liabilities | $ | 2,752.0 | $ | 2,593.1 | | Claim reserves | 11,425.5 | | 10,671.0 | | | Federal income tax payable: Current | — | | 4.2 | | | Deferred | 249.5 | | 137.3 | | | Reinsurance balances and funds | 866.0 | | 725.4 | | | Debt | 1,588.5 | | 966.4 | | | Sundry liabilities | 1,206.9 | | 1,530.8 | | | Total liabilities | 18,088.6 | | 16,628.5 | | | Shareholders' equity | 6,893.2 | | 6,186.6 | | | Total liabilities and shareholders' equity | $ | 24,981.8 | $ | 22,815.2 | | Cash, Invested Assets, and Shareholders' Equity | | --- || | | | | Cash, Invested Assets, and Shareholders' Equity | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | % Change | | | | | | | | | December 31, | | | | | | Dec. '21 / | | Dec. '20 / | | | As of December 31: | | | | 2021 | | 2020 | | 2019 | | Dec. '20 | | Dec. '19 | | | Cash and invested assets: | | | | | | | | | | | | | | | | Fixed maturity securities, cash and other | | | | | | | | | | | | | | | invested assets | | | $ | 11,516.1 | $ | 11,480.4 | $ | 10,496.9 | 0.3 | % | 9.4 | % | | | Equity securities | | | 5,302.8 | | 4,054.8 | | 4,030.5 | | 30.8 | | 0.6 | | | | Total per balance sheet | | | $ | 16,818.9 | $ | 15,535.3 | $ | 14,527.4 | 8.3 | % | 6.9 | % | | | Total at cost for all | | | $ | 15,045.8 | $ | 14,151.6 | $ | 13,327.2 | 6.3 | % | 6.2 | % | | Composition of shareholders' equity per share: | | | | | | | | | | | | | | | | Equity before items below | | | $ | 18.50 | $ | 17.73 | $ | 17.25 | 4.3 | % | 2.8 | % | | | Unrealized investment gains (losses) and other | | | | | | | | | | | | | | | | accumulated comprehensive income (loss) | | 4.26 | | 3.02 | | 2.73 | | | | | | | | | | Total | $ | 22.76 | $ | 20.75 | $ | 19.98 | 9.7 | % | 3.9 | % | | Segmented composition of | | | | | | | | | | | | | | | shareholders' equity per share: | | | | | | | | | | | | | | | | Excluding RFIG Run-off segment | | | $ | 21.47 | $ | 19.25 | $ | 18.37 | 11.5 | % | 4.8 | % | | | RFIG Run-off segment | | | 1.29 | | 1.50 | | 1.61 | | | | | | | | | | Consolidated total | $ | 22.76 | $ | 20.75 | $ | 19.98 | 9.7 | % | 3.9 | % |

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

As of December 31, 2021, the consolidated investment portfolio reflected an allocation of approximately 68% to fixed-maturity (bonds and notes) and short-term investments, and 32% to equity securities (common stocks). The fixed-maturity portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities are stratified and conservatively matched to the expected timing of paying those obligations in the future. The quality of the investment portfolio remains at high levels.

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

Changes in shareholders' equity per share are reflected in the following table. As shown, these resulted mostly from net income excluding net investment gains (losses), realized and unrealized investment gains (losses), and dividend payments to shareholders.

	Shareholders' Equity Per Share
	December 31,
	2021			2020			2019
Beginning balance	$	20.75		$	19.98		$	17.23
Changes in shareholders' equity:
Net income (loss) excluding net investment gains (losses)	3.10			2.24			1.85
Net of tax realized investment gains (losses)	0.02			0.04			0.10
Net of tax unrealized investment gains (losses):
Fixed maturity securities	(0.97)			0.91			0.96
Equity securities	1.96			(0.41)			1.57
Total net of tax realized and unrealized
investment gains (losses)	1.01			0.54			2.63
Cash dividends	(2.38)			(1.84)			(1.80)
Other	0.28			(0.17)			0.07
Net change	2.01			0.77			2.75
Ending balance	$	22.76		$	20.75		$	19.98
Percentage change for the period	9.7		%	3.9		%	16.0		%
Capitalization
---			Capitalization
---	---	---	---	---	---	---	---	---	---
	December 31,
	2021			2020			2019
Debt:
4.875% Senior Notes due 2024	$	398.4		$	397.9		$	397.3
3.875% Senior Notes due 2026	547.3			546.8			546.2
3.850% Senior Notes due 2051	642.6			—			—
Other miscellaneous debt	—			21.7			30.4
Total debt	1,588.5			966.4			974.0
Common shareholders' equity	6,893.2			6,186.6			6,000.1
Total capitalization	$	8,481.7		$	7,153.1		$	6,974.2
Capitalization ratios:
Debt	18.7		%	13.5		%	14.0		%
Common shareholders' equity	81.3			86.5			86.0
Total	100.0		%	100.0		%	100.0		%
DETAILED MANAGEMENT ANALYSIS
---

This section of the Management Analysis of Financial Position and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.

RESULTS OF OPERATIONS
Consolidated Overview
---

COVID-19 Pandemic and Old Republic's Business

Throughout 2021, the economy continued to recover from the effects of the COVID-19 pandemic and the associated governmental responses ("COVID-19" or "the pandemic"). Most of Old Republic’s business operations have permitted associates to return to the office. Old Republic experienced no meaningful interruption in its ability to service the needs of customers throughout the remote working environment or the beginning stages of the return to office.

Demand for several of the Company’s insurance coverages in the General Insurance segment is related to overall economic conditions, however, the Company’s exposure to the sectors impacted the most by COVID-19 has not been significant. Additionally, aside from higher reported delinquencies and resulting claims costs experienced within the RFIG Run-off segment during 2020, the overall impact of COVID-19 on the Company’s claims experience has not been significant.

The COVID-19 pandemic continues to adversely impact the U.S. economy and financial markets. New variants of the COVID-19 virus or a resurgence in infection rates could lead to a reduction in economic activity, resulting in a decline in demand for the Company’s products. As a result, the Company’s operating results, business and financial condition could be adversely affected in subsequent periods by future economic disruptions caused by the COVID-19 pandemic.

Premiums & Fees

The major sources of Old Republic's consolidated earned premiums and fees for the periods shown were as follows:

	Earned Premiums and Fees
	General		Title		RFIG Run-off		Corporate & Other		Total		% Change<br>from prior<br>period
Years Ended December 31:
2019	$	3,432.4	$	2,736.0	$	59.2	$	13.4	$	6,241.1	5.1	%
2020	3,394.2		3,286.3		45.1		12.0		6,737.8		8.0
2021	$	3,555.5	$	4,404.3	$	32.6	$	11.0	$	8,003.6	18.8	%
Net Investment Income
---

Net investment income is affected by trends in interest and dividend yields for the types of securities in which the Company's funds are invested during each reporting period. The following tables reflect the segmented and consolidated invested asset bases as of the indicated dates, and the investment income earned and resulting yields on such assets. Since the Company can exercise little control over fair values, yields are evaluated on the basis of investment income earned in relation to the cost of the underlying invested assets, though yields based on the fair values of such assets are also shown in the statistics that follow.

	Invested Assets at Cost										Fair<br>Value<br>Adjust-<br>ment		Invested<br>Assets at Fair Value
	General		Title		RFIG Run-off		Corporate<br>& Other		Total
As of December 31:
2020	$	10,987.8	$	1,328.4	$	545.1	$	1,083.8	$	13,945.2	$	1,384.9	$	15,330.1
2021	$	11,379.7	$	1,569.2	$	459.0	$	1,394.8	$	14,802.9	$	1,773.4	$	16,576.3
	Net Investment Income										Yield at
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	General		Title		RFIG Run-off		Corporate<br>& Other		Total		Original<br>Cost		Fair<br>Value
Years Ended
December 31:
2019	$	356.4	$	41.4	$	17.6	$	35.1	$	450.7	3.48	%	3.30	%
2020	352.2		42.0		15.2		29.4		438.9		3.24		2.96
2021	$	342.4	$	43.8	$	11.4	$	36.5	$	434.3	3.02	%	2.72	%

Consolidated net investment income decreased by 1.1% in 2021 and 2.6% in 2020. This revenue source is affected by changes in the invested asset base mainly driven by consolidated operating cash flows and the issuance of debt in 2021, by a concentration of investable assets in interest-bearing securities, and by changes in market rates of return. The yields on interest bearing securities for 2021 and 2020 reflect a lower interest rate environment.

Benefits and Claims

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

The following table shows a breakdown of gross and net of reinsurance claim reserve estimates for major types of insurance coverages as of December 31, 2021 and 2020:

			Claim and Loss Adjustment Expense Reserves
December 31:			2021						2020
			Gross			Net			Gross			Net
Workers' compensation			$	4,893.0		$	2,955.6		$	4,929.2		$	3,044.1
General liability			1,324.4			630.7			1,309.4			641.5
Commercial automobile (mostly trucking)			2,850.0			1,736.5			2,379.8			1,591.5
Other coverages			1,355.5			979.3			1,086.2			782.4
Unallocated loss adjustment expense reserves			285.2			284.8			269.1			268.3
		Total General Insurance reserves	10,708.4			6,587.0			9,973.9			6,328.0
Title			594.2			594.2			556.1			556.1
RFIG Run-off			111.2			111.2			127.6			127.6
Life and accident			11.6			7.6			13.2			8.6
		Total claim and loss adjustment expense reserves	$	11,425.5		$	7,300.2		$	10,671.0		$	7,020.4
Asbestosis and environmental claim reserves included
	in the above General Insurance reserves:
		Amount	$	118.1		$	77.2		$	127.6		$	82.4
		% of total General Insurance reserves	1.1		%	1.2		%	1.3		%	1.3		%

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

The percentage of net claims, benefits and related settlement expenses incurred as a percentage of premiums and related fee revenues of the Company's three major operating segments and for consolidated operations were as follows:

Years Ended December 31:	2021		2020		2019
General	64.8	%	69.9	%	71.8	%
Title	2.6		2.3		2.5
RFIG Run-off	(5.3)		81.7		53.5
Consolidated claim ratio	30.2	%	37.0	%	41.2	%
Reconciliation of consolidated claim ratio:
Provision for insured events of the current year	32.9	%	38.2	%	41.7	%
Change in provision for insured events of prior years:
net (favorable) unfavorable development	(2.7)		(1.2)		(.5)
Consolidated claim ratio	30.2	%	37.0	%	41.2	%

The consolidated claim ratio reflects the changing effects of period-to-period contributions of each segment to consolidated results, and this ratio's variances within each segment. For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments in 2021, 2020, and 2019, which on average decreased the consolidated claim ratio by 1.6 percentage points.

Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made nor is any guaranty given that ultimate net claim and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net claims and related costs are not likely to have a material effect on the Company's consolidated financial position, although it could affect materially its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.

Underwriting Acquisition and Other Expenses

The following table sets forth the expense ratios registered by each major business segment and in consolidation for the periods shown:

					RFIG
	General		Title		Run-off		Consolidated
Years Ended December 31:
2019	25.7	%	90.5	%	25.0	%	54.1	%
2020	25.6		88.4		30.2		56.3
2021	26.5	%	86.7	%	39.9	%	59.7	%

Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and costs of producing business in the Company's three largest operating segments. To a significant degree, expense ratios for both the General and Title Insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income. Moreover, general operating expenses can contract or expand in differing proportions due to varying levels of operating efficiencies and expense management opportunities in the face of changing market conditions. The 2021 General Insurance expense ratio was also impacted by changes in line of coverage mix and certain operating expense charges. The Title Insurance ratios reflect the benefit of greater leverage of the expense structure on significantly higher premium and fee volume, tempered by an increased mix of agency produced revenues late in 2021.

Combined Ratios

The combined ratios of the above summarized net claims, benefits and underwriting expenses are as follows:

					RFIG
	General		Title		Run-off		Consolidated
Years Ended December 31:
2019	97.5	%	93.0	%	78.5	%	95.3	%
2020	95.5		90.7		111.9		93.3
2021	91.3	%	89.3	%	34.6	%	89.9	%
Net Investment Gains (Losses)
---

The Company's investment policies are not designed to maximize or emphasize the realization of investment gains. Rather, these policies aim for a stable source of income from interest and dividends, protection of capital, and providing sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Dispositions of fixed maturity securities generally arise from scheduled maturities and early calls; in 2021, 2020, and 2019, 80.7%, 76.2% and 54.0%, respectively, of all such dispositions resulted from these occurrences. The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.

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

	Realized Investment Gains (Losses) from Actual Transactions						Impairment Losses on Securities						Unrealized Gains (Losses) from Changes in Fair Value of Equity Securities
	Fixed<br>Maturity<br>Securities		Equity<br>Securities<br>and Miscel-<br>laneous<br>Investments		Total		Fixed<br>Maturity<br>Securities		Miscel-<br>laneous<br>Investments		Total				Total Investment<br>Gains<br>(Losses)
Years Ended
December 31:
2019	$	(1.9)	$	40.6	$	38.6	$	(2.0)	$	—	$	(2.0)	$	599.5		$	636.1
2020	(7.4)		21.6		14.2		—		—		—		(156.2)			(142.0)
2021	$	1.5	$	5.3	$	6.9	$	—	$	—	$	—	$	751.1		$	758.0
Income Taxes
---

The effective consolidated income tax rates were 20.2%, 18.9%, and 20.1% in 2021, 2020, and 2019, respectively. The rates for each year reflect primarily the varying proportions of pretax operating income (loss) derived from partially tax preferred investment income (principally tax-exempt interest and dividend income), the combination of fully taxable investment income, investment gains or losses, underwriting and service income and adjustments regarding the recoverability of deferred tax assets.

Segment Overview
General Insurance
---
Summary Operating Results
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											% Change
											2021		2020
Years Ended December 31:		2021			2020			2019			vs. 2020		vs. 2019
Net premiums earned		$	3,555.5		$	3,394.2		$	3,432.4		4.8	%	(1.1)	%
Net investment income		342.4			352.2			356.4			(2.8)		(1.2)
Claim costs		2,303.1			2,372.0			2,464.6			(2.9)		(3.8)
Sales and general expenses		1,085.4			1,000.7			1,014.7			8.5		(1.4)
Segmented pretax operating income (loss)		$	589.6		$	439.8		$	370.2		34.1	%	18.8	%
Claim ratio		64.8		%	69.9		%	71.8		%
Expense ratio		26.5			25.6			25.7
	Combined ratio	91.3		%	95.5		%	97.5		%

Premiums & Fees

The percentage allocation of net premiums earned for major insurance coverages in General Insurance was as follows:

	General Insurance Earned Premiums by Type of Coverage
	Commercial<br>Automobile<br>(mostly<br>trucking)		Workers' Compensation		Financial<br>Indemnity		Inland<br>Marine<br>and<br>Property		General<br>Liability		Other
Years Ended December 31:
2019	37.2	%	29.1	%	6.4	%	7.6	%	6.6	%	13.1	%
2020	38.4		25.4		8.0		8.7		6.0		13.5
2021	39.7	%	21.9	%	9.7	%	9.7	%	5.2	%	13.8	%

General Insurance net premiums earned increased 4.8% for 2021 with rising premiums in commercial auto, financial indemnity, and property lines of coverage. Strong premium rate increases for most lines of coverage, other than workers' compensation, high renewal retention ratios, and new business production all contributed. Conversely, net premiums earned were down slightly in 2020 compared to 2019. The economic impacts of the COVID-19 pandemic and tightened underwriting standards were mitigated by strong premium rate increases for most insurance products. Declining workers' compensation and general liability premiums were largely offset by rising premiums in commercial auto, financial indemnity and property coverages.

Benefits and Claims

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

	General Insurance Claim Ratios by Type of Coverage
	All<br>Coverages		Commercial<br>Automobile<br>(mostly<br>trucking)		Workers'<br>Compen-sation		Inland<br>Marine<br>and<br>Property		Financial<br>Indemnity		General<br>Liability		Other
Years Ended
December 31:
2019	71.8	%	84.0	%	63.2	%	62.6	%	64.0	%	77.8	%	61.4	%
2020	69.9		80.8		60.8		58.3		57.1		73.6		67.2
2021	64.8	%	70.8	%	58.9	%	59.4	%	53.9	%	64.1	%	65.7	%

The General Insurance claim ratio improved in 2021 and 2020 and was primarily driven by prior periods' favorable reserve developments and a lower current period claim provision as more fully described in the Executive Summary of the Management Analysis of Financial Position and Results of Operations.

Unfavorable asbestosis and environmental ("A&E") claim developments, although not material in any of the periods presented, are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often workers' compensation, deemed assignable to A&E category of losses. Except for a small portion that emanates from ongoing primary insurance operations, a large majority of the A&E claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools which were discontinued during the 1980's and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim costs. Claims administration for the assumed portion of the Company's A&E exposures is handled by the claims departments of unrelated primary or ceding reinsurance companies. While the Company performs periodic reviews of certain claim files managed by third parties, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as survival ratios. Such ratios represent the number of years' average paid losses for the three or five most recent calendar years that are encompassed by an insurer's A&E reserve level at any point in time. According to this simplistic appraisal of an insurer's A&E loss reserve level, Old Republic's average five year paid loss survival ratios stood at 5.9 years (gross) and 6.8 years (net of reinsurance) as of December 31, 2021 and 6.3 years (gross) and 7.1 years (net of reinsurance) as of December 31, 2020. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. Incurred net losses for A&E claims have averaged .3% of General Insurance net incurred losses for the five years ended December 31, 2021.

A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2021 and 2020 is as follows:

December 31:	2021				2020
	Gross		Net		Gross		Net
Asbestosis:
Reserves at beginning of year	$	84.7	$	59.1	$	79.2	$	58.5
Loss and loss expenses incurred	10.2		2.8		17.7		8.2
Claims and claim adjustment expenses paid	10.0		7.1		12.1		7.5
Reserves at end of year	85.0		54.9		84.7		59.1
Environmental:
Reserves at beginning of year	42.8		23.2		47.6		24.8
Loss and loss expenses incurred	6.5		4.6		.8		1.7
Claims and claim adjustment expenses paid	16.3		5.4		5.6		3.2
Reserves at end of year	33.0		22.3		42.8		23.2
Total asbestosis and environmental reserves	$	118.1	$	77.2	$	127.6	$	82.4
Title Insurance
---
Summary Operating Results
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											% Change
											2021		2020
Years Ended December 31:		2021			2020			2019			vs. 2020		vs. 2019
Net premiums and fees earned		$	4,404.3		$	3,286.3		$	2,736.0		34.0	%	20.1	%
Net investment income		43.8			42.0			41.4			4.3		1.3
Claim costs		112.9			75.3			67.4			49.9		11.8
Sales and general expenses		3,818.4			2,906.1			2,475.7			31.4		17.4
Segmented pretax operating income (loss)		$	515.7		$	344.0		$	230.8		49.9	%	49.0	%
Claim ratio		2.6		%	2.3		%	2.5		%
Expense ratio		86.7			88.4			90.5
	Combined ratio	89.3		%	90.7		%	93.0		%

Premiums & Fees

Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries) represent approximately 22% of 2021 consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining 78% of consolidated title premium and fee revenues is produced by independent title agents. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.

The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:

Premium and Fee Production by Source
	Direct<br>Operations		Independent<br>Title Agents
Years Ended December 31:
2019	24.9	%	75.1	%
2020	24.9		75.1
2021	22.0	%	78.0	%

Title Insurance premium and fee revenues grew by 34.0% and 20.1% in 2021 and 2020, respectively. This performance was attributable to a low interest rate environment and a robust real estate market. Increased revenue generated on purchase transactions in both years was partially offset by a decline in refinance activity beginning in 2021.

Benefits and Claims

RFIG Run-off
Summary Operating Results
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											% Change
											2021		2020
Years Ended December 31:		2021			2020			2019			vs. 2020		vs. 2019
Net premiums earned		$	32.6		$	45.1		$	58.8		(27.6)	%	(23.3)	%
Net investment income		11.4			15.2			17.3			(24.7)		(12.0)
Claim costs		(1.7)			36.9			32.3			(104.7)		14.1
Pretax operating income (loss)		$	32.8		$	9.8		$	29.2		232.3	%	(66.2)	%
Claim ratio		(5.3)		%	81.7		%	55.0		%
Expense ratio		39.9			30.2			24.8
	Combined ratio	34.6		%	111.9		%	79.8		%

RFIG Run-off's mortgage guaranty insurance carriers ceased the underwriting of new policies effective August 31, 2011 and the existing book of business was placed in run-off operating mode.

Premiums & Fees

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

The following tables provide information on production and related risk exposure trends for Old Republic's mortgage guaranty insurance operation:

Premium and Persistency Trends:	Net Earned Premiums		Persistency
Years Ended December 31:
2019	$	58.8	77.5	%
2020	45.1		77.6
2021	$	32.6	74.8	%

RFIG Run-off earned premium volume has reflected a continuing drop in line with the declining risk in force.

Net Risk in Force
Net Risk in Force By Type:	Traditional<br>Primary		Bulk & Other		Total
As of December 31:
2019	$	2,388.3	$	201.8	$	2,590.1
2020	1,842.2		169.0		2,011.2
2021	$	1,364.9	$	140.4	$	1,505.4

Risk Distribution By Property State:

	FL		IL		GA		CA		NJ		MD		NY		TX		PA		NC
As of December 31:
2019	8.9	%	6.7	%	6.1	%	5.7	%	5.0	%	4.9	%	3.9	%	4.8	%	4.1	%	3.8	%
2020	9.2		7.0		6.0		5.8		5.3		5.1		4.2		4.5		4.1		3.7
2021	9.8	%	7.2	%	6.1	%	5.8	%	5.5	%	5.1	%	4.9	%	4.4	%	4.1	%	3.6	%

Benefits and Claims

Certain mortgage guaranty average claim-related trends are listed below:

	Average Settled Claim<br>Amount (a)		Reported Delinquency<br>Ratio at End of Period
Years Ended December 31:
2019	$	49,195	10.1	%
2020	37,172		14.2	%
2021	$	31,682	12.4	%

__________

(a) Amounts are in whole dollars.

	Total Delinquency Rates for Top Ten States (includes "other" business) (b):
	FL		IL		GA		CA		NJ		MD		NY		TX		PA		NC
As of December 31:
2019	8.8	%	9.0	%	8.6	%	6.5	%	12.4	%	10.4	%	20.7	%	12.4	%	12.4	%	9.6	%
2020	13.1		13.8		12.7		9.9		18.2		15.2		25.5		18.7		15.7		13.2
2021	10.5	%	12.4	%	9.3	%	7.3	%	14.8	%	12.8	%	23.1	%	16.3	%	14.9	%	11.2	%

__________

(b) As determined by risk in force as of December 31, 2021, these 10 states represent approximately 56.5% of total risk in force.

FINANCIAL POSITION

The Company's financial position at December 31, 2021 reflected increases in assets, liabilities and common shareholders' equity of 9.5%, 8.8% and 11.4%, respectively, when compared to the immediately preceding year-end. Cash and invested assets represented 67.3% and 68.1% of consolidated assets as of December 31, 2021 and 2020, respectively. As of year-end 2021, the cash and invested asset base increased by 8.3% to $16,818.9.

Investment Portfolio

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

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

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

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

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

Possible future declines in fair values for Old Republic's fixed maturity portfolio would negatively affect the common shareholders' equity account at any point in time, but would not necessarily result in the recognition of realized investment losses.

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

Fixed Maturity Securities Stratified by Credit Quality (a)
December 31:	2021		2020
Aaa	25.1	%	24.6	%
Aa	12.3		13.1
A	31.9		33.0
Baa	28.5		26.5
Total investment grade	97.8		97.2
All other (b)	2.2		2.8
Total	100.0	%	100.0	%

__________

(a) Credit quality ratings referred to herein are a blend of those assigned by the major credit rating agencies for U.S. and Canadian Governments, Agencies, Corporates and Municipal issuers, which are converted to the above ratings classifications.

(b) "All other" includes non-investment grade or non-rated issuers.

Gross Unrealized Losses Stratified by Industry Concentration for Fixed Maturity Securities
December 31, 2021			Amortized<br>Cost			Gross<br>Unrealized<br>Losses
Fixed Maturity Securities by Industry Concentration:
	Utilities		$	390.9		$	14.7
	Consumer Staples		222.2			6.7
	U.S. Government & Agencies		745.6			6.6
	Industrial		315.3			6.6
	Retail		166.8			5.4
	Health Care		155.2			5.0
	Technology		147.1			3.8
	Other (includes 13 industry groups)		940.7			22.9
		Total	$	3,084.2	(c)	$	72.2

__________

Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities
December 31, 2021			Cost			Gross<br>Unrealized<br>Losses
Equity Securities by Industry Concentration:
	Energy		$	301.0		$	48.8
	Telecom		72.5			16.8
	Basic Industry		37.4			6.9
	Insurance		44.7			5.4
	Other (includes 4 industry groups)		141.0			6.5
		Total	$	596.8	(d)	$	84.5	(e)

__________

(d) Represents 15.9% of the total equity portfolio.

(e) Represents 2.3% of the cost of the total equity portfolio, while gross unrealized gains represent 43.0% of the equity portfolio.

Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Maturity Securities
		Amortized Cost				Gross Unrealized Losses
December 31, 2021		All		Non-Investment Grade Only		All		Non-<br>Investment<br>Grade Only
Maturity Ranges:
Due in one year or less		$	188.3	$	—	$	.1	$	—
Due after one year through five years		594.0		—		5.5		—
Due after five years through ten years		2,242.1		33.6		64.7		.6
Due after ten years		59.6		—		1.7		—
	Total	$	3,084.2	$	33.6	$	72.2	$	.6
Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Maturity Securities
---	---	---	---	---	---	---	---	---	---	---	---
			Amount of Gross Unrealized Losses
December 31, 2021			Less than<br>20% of<br>Cost		20% to<br>50%<br>of Cost		More than<br>50% of Cost		Total Gross<br>Unrealized<br>Loss
Number of Months in Unrealized Loss Position:
Fixed Maturity Securities:
	One to six months		$	12.1	$	—	$	—	$	12.1
	Seven to twelve months		49.6		—		—		49.6
	More than twelve months		10.3		—		—		10.3
		Total	$	72.2	$	—	$	—	$	72.2
Number of Issues in Unrealized Loss Position:
Fixed Maturity Securities:
	One to six months		208		—		—		208
	Seven to twelve months		211		—		—		211
	More than twelve months		32		—		—		32
		Total	451		—		—		451		(f)

__________

(f) At December 31, 2021, the number of issues in an unrealized loss position represent 23.8% of the total number of such fixed maturity issues held by the Company.

Age Distribution of Fixed Maturity Securities
December 31:			2021		2020
Maturity Ranges:
	Due in one year or less		11.7	%	9.8	%
	Due after one year through five years		49.7		57.0
	Due after five years through ten years		37.6		31.4
	Due after ten years through fifteen years		.9		1.7
	Due after fifteen years		.1		.1
		Total	100.0	%	100.0	%
Average Maturity in Years			4.4		4.3
Duration (g)			4.0		3.8

___________

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

Liquidity and Capital Resources

The parent holding company meets its liquidity and capital needs principally through dividends and interest on intercompany financing arrangements paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. The Company can receive up to $982.0 in ordinary dividends from its subsidiaries in 2022 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected cash outflows represented mostly by interest, reasonably anticipated cash dividend payments to shareholders, modest operating expenses, and the near-term capital needs of its operating subsidiaries.

Old Republic's total capitalization of $8,481.7 at December 31, 2021 consisted of debt of $1,588.5 and common shareholders' equity of $6,893.2. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), and dividend payments to shareholders for the year then ended.

Old Republic has paid a cash dividend without interruption since 1942 (80 years), and it has raised the annual cash dividend payment for each of the past 40 years. The dividend rate is reviewed and approved by the Board of Directors on a quarterly basis each year. In establishing each year's cash dividend rate the Company does not follow a strict formulaic approach. Rather, it favors a gradual rise in the annual dividend rate that is largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's dividend rate is set judgmentally in consideration of such key factors as the dividend paying capacity of the Company's insurance subsidiaries, the trends in average annual earnings for the five to ten most recent calendar years, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries. The Company's Board of Directors declared special cash dividends of $1.50 per share in August 2021 (paid on October 6, 2021) and $1.00 per share in December 2020 (paid on January 15, 2021) and September 2019 (paid on September 16, 2019).

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

The Company's principal mortgage insurance subsidiaries sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $100.0 in 2021.

Other Assets

Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in claims costs.

Contractual Obligations

The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2021:

	2022		2023 and<br>2024		2025 and<br>2026		2027 and<br>After		Total
Contractual Obligations:
Debt	$	—	$	400.0	$	550.0	$	650.0	$	1,600.0
Interest on Debt	65.8		131.6		92.6		613.1		903.3
Operating Leases	61.6		96.0		59.1		91.7		308.5
Pension Benefits Contributions (a)	—		—		—		—		—
Claim & Claim Expense Reserves (b)	2,882.3		2,789.3		1,616.3		4,137.5		11,425.5
Total	$	3,009.8	$	3,417.0	$	2,318.1	$	5,492.4	$	14,237.4

__________

(a) Represents estimated minimum funding of contributions for the Old Republic International Salaried Employees Retirement Plan. Funding of the plan is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuation, as well as the maintenance of certain funding levels relative to regulatory requirements.

(b) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.

Reinsurance Programs

In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede all or a portion of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.

The Company does not anticipate any significant changes in its reinsurance programs during 2022.

The following table displays the Company's General Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2021.

									% of Total
		A.M.	Reinsurance Recoverable				Total		Consolidated
		Best	on Paid		on Claim		Exposure		Reinsured
Reinsurer		Rating	Claims		Reserves		to Reinsurer		Liabilities
	Day One Insurance, Inc.	Unrated	$	—	$	598.8	$	598.8	14.2	%
	Archway Insurance, Ltd.	Unrated	2.5		395.6		398.2		9.4
	Hannover Ruckversicherungs	A+	11.4		333.2		344.6		8.2
	Munich Re America, Inc.	A+	20.6		253.2		273.8		6.5
	Summit Insurance, Ltd.	Unrated	—		170.3		170.4		4.0
	AXIS Reinsurance Company	A	2.2		162.6		164.8		3.9
	Swiss Reinsurance America Corporation	A+	14.4		115.5		129.9		3.1
	Transatlantic Reinsurance Company	A+	5.4		117.0		122.5		2.9
	Partner Reinsurance Company of the U.S.	A+	1.9		117.5		119.5		2.8
	Endurance Assurance Corporation	A+	1.1		115.5		116.6		2.8
			$	59.9	$	2,379.7	$	2,439.6	57.7	%

Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and premium reserves. Such reinsurance balances recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized

since reinsurance, retrospectively rated and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries.

Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.

Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss on most events to a maximum of: $5.2 for workers' compensation; $7.0 for commercial automobile (mostly trucking) liability; $7.0 for general liability; $12.0 for executive protection (directors & officers and errors & omissions); $2.0 for aviation; and $6.0 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0. The average direct primary mortgage guaranty exposure is (in whole dollars) $37,000 per insured loan.

Since January 1, 2005, the Company has had maximum treaty reinsurance coverage of up to $200.0 for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high rise building.

As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company thus became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the "TRIA") was signed into law, immediately establishing a temporary federal reinsurance program administered by the Secretary of the Treasury. The program applied to insured commercial property and casualty losses resulting from an act of terrorism, as defined in the TRIA. Congress extended and modified the program in late 2005 through the Terrorism Risk Insurance Revision and Extension Act of 2005 (the "TRIREA"). TRIREA expired on December 31, 2007. Congress enacted a revised program in December 2007 through the Terrorism Risk Insurance Program Reauthorization Act (the "TRIPRA") of 2007. The TRIPRA has been extended on several occasions, most recently on December 20, 2019 for seven years.

The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses and obligated insurers to offer terrorism coverage with most commercial property and casualty insurance lines. The TRIREA revised the definition of "property and casualty insurance" to exclude commercial automobile, burglary and theft, surety, professional liability and farm owners multi-peril insurance. TRIPRA did not make any further changes to the definition of property and casualty insurance, however, it did include domestic acts of terrorism within the scope of the program. Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. Under TRIPRA, the program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2021. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible which ranges from 85% for 2015 and declined by one percentage point per year until it reached 80% in 2020. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.

CRITICAL ACCOUNTING ESTIMATES

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

Changes in estimates generally result from altered circumstances, the continuum of newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict,

quantify, or guaranty the likely impact that probable changes in estimates will have on its future financial condition or results of operations.

Old Republic believes that its most critical accounting estimates relate to the establishment of reserves for losses and loss adjustment expenses and the recoverability of reinsured outstanding losses. The major assumptions and methods used in setting these estimates are summarized as follows:

(a) The establishment of reserves for losses and loss adjustment expenses

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

Most of Old Republic's consolidated claim and related expense reserves stem from its General Insurance business. At December 31, 2021, such reserves accounted for 93.7% and 90.2% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2020 represented 93.5% and 90.1% of the respective consolidated amounts.

The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's General Insurance operations encompass a large variety of coverages or classes of commercial insurance; it has negligible exposure to personal insurance coverages such as homeowners or private passenger automobile insurance that exhibit wide diversification of risks, significant frequency of claim occurrences, and high degrees of statistical credibility. Consequently, the wide variety of policies issued and commercial insurance customers served require that loss reserves be analyzed and established in the context of the unique or different attributes of each block or class of business produced by the Company. For example, accident liability claims emanating from insured trucking companies or from general aviation customers become known relatively quickly, whereas claims of a general liability nature arising from the building activities of a construction company may emerge over extended periods of time. Similarly, claims filed pursuant to errors and omissions or directors and officers' liability coverages are usually not prone to immediate evaluation or quantification inasmuch as many such claims may be litigated over several years and their ultimate costs may be affected by judge or jury verdicts. Approximately 90% of the General Insurance's claim reserves stem from liability insurance coverages for commercial customers which typically require more extended periods of investigation and at times protracted litigation before they are finally settled. As a consequence of these and other factors, Old Republic does not utilize a single, overarching loss reserving approach.

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

Aggregate loss reserves consist of liability estimates for claims that have been reported ("case") to the Company's insurance subsidiaries and reserves for claims that have been incurred but not yet reported ("IBNR") or whose ultimate costs may not become fully apparent until a future time. Additionally, the Company establishes unallocated loss adjustment expense reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends, and are intended to cover the unallocated costs of claim departments' administration of case and IBNR claims over time.

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

Overall, reserves pertaining to several hundred large individual commercial insurance accounts that exhibit sufficient statistical credibility, and at times may be subject to retrospective premium rating plans or the utilization of varying levels or types of self-insured retentions through captive insurers and similar risk management mechanisms are established on an account by account basis using case reserves and applicable formula-driven methods. Large

account reserves are usually set and analyzed for groups of coverages such as workers' compensation, commercial automobile (mostly trucking) and general liability that are typically underwritten jointly for many customers. For certain long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, officers and directors' liability, and commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years' loss reserves on the basis of expected claim ratios. Such expected claim ratios typically reflect currently estimated claim ratios from prior accident years, adjusted for the effect of actual and anticipated rate changes, actual and anticipated changes in coverage, reinsurance, mix of business, and other anticipated changes in external factors such as trends in loss costs or the legal and claims environment. Expected claim ratios are generally used for the two to five most recent accident years depending on the individual class or category of business. As actual claims data emerges in succeeding interim and annual periods, the original accident year claim ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical projection techniques such as the Bornhuetter/Ferguson method which utilizes data from the more mature experience of prior years to arrive at a likely indication of more recent years' loss trends and costs.

Title insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all claim reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate costs of claims.

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

The Company has the legal right to rescind mortgage insurance coverage unilaterally as expressly stated in its policy. Moreover, two federal courts that have considered that policy wording have each affirmed that right. According to the policy, if any of those representations are materially false or misleading with respect to a loan, the Company has the right to cancel or rescind coverage for that loan retroactively to commencement of the coverage.

As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:

•The establishment of expected claim ratios for at least the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial automobile (mostly trucking) liability, general liability, errors and omissions and directors and officers' liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 94.4% and 95.2%, and averaged 94.8% of gross consolidated claim reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 94.3% and 95.0% and averaged 94.6% as of the same dates.

•Loss trends that are considered when establishing the above noted expected claim ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected claim ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.

•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.

Volatility of Reserve Estimates and Sensitivity

There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:

General Insurance net claim reserves can be affected by lower than expected frequencies of claims incurred but not reported, the effect of reserve discounts applicable to workers' compensation claims, higher than expected severity of litigated claims in particular, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims, greater than anticipated

inflation rates applicable to repairs and the medical benefits portion of claims, and higher than expected IBNR due to the slower and highly volatile emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.

Title Insurance loss reserve levels can be impacted adversely by such developments as reduced loan refinancing activity, the effect of which can be to lengthen the period during which title policies remain exposed to loss emergence. Such reserve levels can also be affected by reductions in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.

RFIG Run-off net claim reserve levels can be influenced adversely by several factors. These include changes in the mix of insured business toward loans that have a higher probability of default, increases in the average risk per insured loan, the levels of estimated rescission and claim denial activity, the deterioration of regional or national economic conditions leading to a reduction in borrowers' income and thus their ability to make payments on outstanding loans, and reductions in housing values and/or increases in housing supply that can raise the rate at which defaults evolve into claims and affect their overall severity.

With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted adversely by greater than anticipated medical care cost inflation as well as greater than expected frequency and severity of claims. In life insurance, as in general insurance, concentrations of insured lives coupled with a catastrophic event would represent the Company's largest exposure.

Consolidated claim costs developed favorably in the three most recent calendar years. This development had the consequent effect of reducing consolidated annual loss costs for the three most recent years within a range of 1.2% and 8.1%, or by an average of approximately 4.2% per annum. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between .5% and 2.7%, and have averaged 1.6%.

The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2021 has ranged from 2.4% unfavorable in 2011 to 10.7% favorable in 2016 and averaged 5.6% favorable. Although management does not have a practical business reason for making projections of likely outcomes of future loss developments, its analysis and evaluation of Old Republic's existing business mix, the natural offset effects of its diverse coverage, current aggregate loss reserve levels, and loss development patterns suggests a reasonable likelihood that 2021 year-end loss reserves could ultimately develop within a range of +/- 7.5%. The most significant factors impacting the potential reserve development for each of the Company's insurance segments is discussed above. Old Republic has generally experienced favorable overall loss developments for the latest ten-year period. While General Insurance has experienced unfavorable developments of previously established reserves during three of the last five years, the current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title and mortgage insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using a 7.5% potential range of reserve development provides a reasonable benchmark for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2021.

(b) The recoverability of reinsured outstanding losses

Assets consisting of balance sheet date reserve estimates recoverable from assuming reinsurers in future periods as gross losses are settled and paid, are established at the same time as the gross losses are recorded as reserves. Accordingly, these assets are subject to the same estimation processes and valuations as the related gross amounts as is discussed above. As of the three most recent year ends, outstanding reinsurance recoverable balances ranged between 32.7% and 36.1% and averaged 34.3% of the related gross reserves. See Note 5 for further discussion regarding recoverability of the Company's reinsurance balances.

OTHER INFORMATION

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

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

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

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

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

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

Item 7A - Quantitative and Qualitative Disclosure About Market Risk<br><br>($ in Millions)

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.

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

The following table illustrates the hypothetical effect on the fixed maturity and equity investment portfolios resulting from movements in interest rates and fluctuations in the equity securities markets, using the S&P 500 index as a proxy, at December 31, 2021:

	Estimated<br>Fair Value		Hypothetical Change in<br>Interest Rates or S&P 500
Interest Rate Risk:
Fixed Maturities	$	10,675.7	100		basis point rate increase	$	10,247.6
			200		basis point rate increase	9,819.5
			100		basis point rate decrease	11,103.8
			200		basis point rate decrease	$	11,531.9
Equity Price Risk:
Equity Securities	$	5,302.8	10	%	increase in the S&P 500	$	5,833.1
			20	%	increase in the S&P 500	6,363.4
			10	%	decline in the S&P 500	4,772.5
			20	%	decline in the S&P 500	$	4,242.2
Item 8 - Financial Statements and Supplementary Data
---

Listed below are the consolidated financial statements included herein for Old Republic International Corporation and Subsidiaries:

	Page No.
Consolidated Balance Sheets	51
Consolidated Statements of Income	52
Consolidated Statements of Comprehensive Income	53
Consolidated Statements of Preferred Stock and Common Shareholders' Equity	54
Consolidated Statements of Cash Flows	55
Notes to Consolidated Financial Statements	56 - 82
Report of Independent Registered Public Accounting Firm	83 - 84
Old Republic International Corporation and Subsidiaries
---	---	---	---
Consolidated Balance Sheets
( in Millions, Except Share Data)

		2020
Assets
Investments:
Available for sale:
Fixed maturity securities (at fair value) (amortized cost: 10,438.6 and 9,897.6)	10,675.7	$	10,496.8
Short-term investments (at fair value which approximates cost)		749.6
Total		11,246.4
Equity securities (at fair value) (cost: 3,766.5 and 3,269.7)		4,054.8
Other investments		28.8
Total investments		15,330.1
Other Assets:
Cash		118.7
Accrued investment income		86.4
Accounts and notes receivable		1,593.9
Federal income tax recoverable: Current		—
Reinsurance balances and funds held		205.0
Reinsurance recoverable: Paid losses		67.6
Policy and claim reserves		4,295.1
Deferred policy acquisition costs		328.0
Sundry assets		790.0
Total Other Assets		7,485.0
Total Assets	24,981.8	$	22,815.2
Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Losses, claims, and settlement expenses	11,425.5	$	10,671.0
Unearned premiums		2,397.1
Other policyholders' benefits and funds		195.9
Total policy liabilities and accruals		13,264.2
Commissions, expenses, fees, and taxes		663.5
Reinsurance balances and funds		725.4
Federal income tax payable: Current		4.2
Deferred		137.3
Debt		966.4
Sundry liabilities		867.3
Commitments and contingent liabilities
Total Liabilities		16,628.5
Preferred Stock (1)		—
Common Shareholders' Equity:
Common stock (1)		304.1
Additional paid-in capital		1,306.9
Retained earnings		4,394.8
Accumulated other comprehensive income (loss)		284.0
Unallocated ESSOP shares (at cost)		(103.2)
Total Common Shareholders' Equity		6,186.6
Total Liabilities, Preferred Stock and Common Shareholders' Equity	24,981.8	$	22,815.2

All values are in US Dollars.

________

(1) At December 31, 2021 and 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 307,565,632 and 304,122,180 were issued as of December 31, 2021 and 2020, respectively. At December 31, 2021 and 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.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income
( in Millions, Except Share Data)

		2020		2019
Revenues:
Net premiums earned	7,559.8	$	6,345.8	$	5,919.9
Title, escrow, and other fees		391.9		321.1
Total premiums and fees		6,737.8		6,241.1
Net investment income		438.9		450.7
Other income		131.2		132.6
Total operating revenues		7,308.0		6,824.4
Net Investment gains (losses):
Realized from actual transactions		14.2		38.6
Realized from impairments		—		(2.0)
Unrealized from changes in fair value of equity securities		(156.2)		599.5
Total realized and unrealized investment gains (losses)		(142.0)		636.1
Total revenues		7,166.0		7,460.5
Benefits, Claims and Expenses:
Benefits, claims and settlement expenses		2,472.5		2,545.3
Dividends to policyholders		18.9		27.3
Underwriting, acquisition, and other expenses		3,942.4		3,525.4
Interest and other charges		43.7		40.0
Total expenses		6,477.5		6,138.1
Income (loss) before income taxes (credits)		688.4		1,322.4
Income Taxes (Credits):
Current		156.9		238.4
Deferred		(27.1)		27.4
Total		129.7		265.9
Net Income (Loss)	1,534.3	$	558.6	$	1,056.4
Net Income (Loss) Per Share:
Basic	5.08	$	1.87	$	3.52
Diluted	5.05	$	1.87	$	3.51
Average shares outstanding: Basic		298,407,921		299,885,468
Diluted		298,898,673		301,227,715

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
( in Millions)

		2020		2019
Net Income (Loss) As Reported	1,534.3	$	558.6	$	1,056.4
Other comprehensive income (loss):
Unrealized gains (losses) on securities not included in the
statements of income:
Unrealized gains (losses) before reclassifications, not
included in the statements of income		335.5		357.2
Amounts reclassified as realized investment (gains)
losses in the statements of income		7.1		6.5
Pretax unrealized gains (losses) on securities not included in
the statements of income		342.7		363.8
Deferred income taxes (credits)		72.3		76.6
Net unrealized gains (losses) on securities not included in
the statements of income, net of tax		270.3		287.2
Defined benefit pension plans:
Net pension adjustment before reclassifications		(88.4)		(11.0)
Amounts reclassified as underwriting, acquisition,
and other expenses in the statements of income		3.6		4.1
Pretax net adjustment related to defined benefit
pension plans		(84.8)		(6.8)
Deferred income taxes (credits)		(17.8)		(1.4)
Net adjustment related to defined benefit pension
plans, net of tax		(67.0)		(5.4)
Foreign currency translation adjustment		2.9		5.9
Total other comprehensive income (loss)		206.3		287.7
Comprehensive Income (Loss)	1,328.3	$	765.0	$	1,344.2

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Preferred Stock
and Common Shareholders' Equity
( in Millions, Except Share Data)

		2020		2019
Convertible Preferred Stock:
Balance, beginning and end of year	—	$	—	$	—
Common Stock:
Balance, beginning of year	304.1	$	303.6	$	302.7
Dividend reinvestment plan		—		—
Net issuance of shares under stock based compensation plans		.4		.8
Balance, end of year	307.5	$	304.1	$	303.6
Additional Paid-in Capital:
Balance, beginning of year	1,306.9	$	1,297.5	$	1,277.6
Dividend reinvestment plan		.9		1.7
Net issuance of shares under stock based compensation plans		5.2		11.0
Stock based compensation		2.4		4.0
ESSOP shares released		.9		3.0
Other		(.2)		—
Balance, end of year	1,376.1	$	1,306.9	$	1,297.5
Retained Earnings:
Balance, beginning of year	4,394.8	$	4,386.0	$	3,849.8
Adoption of new accounting principle (1)		(2.3)		18.4
Balance, beginning of year, as adjusted		4,383.6		3,868.3
Net income (loss)		558.6		1,056.4
Dividends on common shares (2.38, 1.84 and 1.80 per common share)		(547.5)		(538.7)
Balance, end of year	5,214.0	$	4,394.8	$	4,386.0
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year	284.0	$	77.7	$	(210.0)
Net unrealized gains (losses) on securities not included in the
statements of income, net of tax		270.3		287.2
Net adjustment related to defined benefit pension plans, net of tax		(67.0)		(5.4)
Foreign currency translation		2.9		5.9
Balance, end of year	78.0	$	284.0	$	77.7
Unallocated ESSOP Shares:
Balance, beginning of year	(103.2)	$	(64.8)	$	(73.9)
ESSOP shares released		11.5		9.1
Purchase of unallocated ESSOP shares		(50.0)		—
Balance, end of year	(82.5)	$	(103.2)	$	(64.8)

All values are in US Dollars.

________

(1) Reflects the Company's adoption of new accounting principles relating to credit losses and lease accounting effective January 1, 2020 and 2019, respectively. Refer to additional discussion in Notes 9 and 13 to the Consolidated Financial Statements.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows
( in Millions)

		2020		2019
Cash flows from operating activities:
Net income (loss)	1,534.3	$	558.6	$	1,056.4
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Deferred policy acquisition costs		(2.5)		(8.9)
Premiums and other receivables		(123.4)		32.5
Unpaid claims and related items		340.7		214.6
Unearned premiums and other policyholders' liabilities		34.6		32.2
Income taxes		(18.3)		37.2
Prepaid federal income taxes		—		129.8
Reinsurance balances and funds		77.0		(9.7)
Realized investment (gains) losses from actual transactions
and impairments		(14.2)		(36.6)
Unrealized investment (gains) losses from changes in fair value
of equity securities		156.2		(599.5)
Accounts payable, accrued expenses and other		176.2		88.0
Total		1,185.0		936.2
Cash flows from investing activities:
Fixed maturity securities:
Available for sale:
Maturities and early calls		1,280.1		779.0
Sales		399.5		663.1
Sales of:
Equity securities		162.3		809.9
Other - net		8.8		33.0
Purchases of:
Fixed maturity securities:
Available for sale		(2,059.3)		(1,702.1)
Equity securities		(321.0)		(815.6)
Other - net		(50.2)		(60.9)
Purchase of a business		—		(1.2)
Net decrease (increase) in short-term investments		(265.0)		(129.7)
Other - net		(.3)		—
Total		(845.2)		(424.6)
Cash flows from financing activities:
Issuance of debentures and notes		—		—
Issuance of common shares		6.7		13.8
Redemption of debentures and notes		(8.6)		(8.4)
Purchase of unallocated ESSOP shares		(50.0)		—
Dividends on common shares (including special dividends paid of
764.5 in 2021 and 303.4 in 2019)		(250.1)		(538.7)
Other - net		2.0		.2
Total		(300.0)		(533.1)
Increase (decrease) in cash:		39.8		(21.4)
Cash, beginning of year		78.8		100.3
Cash, end of year	158.1	$	118.7	$	78.8
Supplemental cash flow information:
Cash paid (received) during the period for: Interest	53.4	$	41.4	$	42.1
Income taxes	236.5	$	149.3	$	229.4

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
($ in Millions, Except as Otherwise Indicated and as to Share Data)

Old Republic International Corporation is a Chicago based holding company engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into three major segments: General Insurance (property and liability insurance), Title Insurance, and Republic Financial Indemnity Group ("RFIG") Run-off. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of a small life and accident insurance business are included within the Corporate & Other caption of this report. "Old Republic", or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires.

Note 1 - Summary of Significant Accounting Policies

The significant accounting policies employed by Old Republic International Corporation and its subsidiaries are set forth in the following summary.

Accounting Principles - The Company's insurance subsidiaries are managed pursuant to the laws and regulations of the various states in which they operate. As a result, the subsidiaries operate their business in the context of such laws and regulation, and maintain their accounts in conformity with accounting practices prescribed or permitted by various states' insurance regulatory authorities. Federal income taxes and dividends to shareholders are based on financial statements and reports complying with such practices. The statutory accounting requirements vary from the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP") in the following major respects: (1) the costs of selling insurance policies are charged to operations immediately, while the related premiums are recognized as income over the terms of the policies. Ceding commissions received in excess of such acquisition costs are amortized over the effective period of the premiums ceded under the related reinsurance agreement; (2) investments in fixed maturity securities designated as available for sale are generally carried at amortized cost rather than their estimated fair value; (3) changes in the fair value of equity securities are recorded directly in earned surplus and not through the income statement as required under GAAP unless such securities are determined to be other-than-temporarily impaired for statutory reporting purposes; (4) certain assets classified as "non-admitted assets" are excluded from the balance sheet through a direct charge to earned surplus; (5) changes in deferred income tax assets or liabilities are recorded directly in earned surplus and not through the income statement; (6) mortgage guaranty contingency reserves intended to provide for future catastrophic losses are established as a liability through a charge to earned surplus whereas, GAAP does not allow provisions for future catastrophic losses; (7) title insurance premium reserves, which are intended to cover losses that will be reported at a future date are based on statutory formulas, and changes therein are charged in the income statement against each year's premiums written; (8) certain required formula-derived reserves for general insurance in particular are established for claim reserves in excess of amounts considered adequate by the Company as well as for credits taken relative to reinsurance placed with other insurance companies not licensed in the respective states, all of which are charged directly against earned surplus; and (9) surplus notes are classified as surplus rather than a liability. In consolidating the statutory financial statements of its insurance subsidiaries, the Company has therefore made necessary adjustments to conform their accounts with GAAP. The following table reflects a summary of all such adjustments:

	Shareholders' Equity				Net Income (Loss)
	December 31,				Years Ended December 31,
	2021		2020		2021		2020		2019
Statutory totals of insurance
company subsidiaries (a):
General	$	4,802.9	$	4,244.0	$	496.8	$	285.0	$	332.2
Title	813.4		648.3		285.7		182.6		145.1
RFIG Run-off	127.2		118.5		27.3		1.9		(62.8)
Life & Accident	54.5		50.3		3.6		3.3		3.9
Sub-total	5,798.0		5,061.1		813.4		472.8		418.4
GAAP totals of non-insurance company
subsidiaries and consolidation adjustments	1,019.3		753.1		177.0		28.4		153.2
Unadjusted totals	6,817.3		5,814.2		990.4		501.0		571.6
Adjustments to conform to GAAP statements:
Deferred policy acquisition costs	221.1		211.7		9.4		7.4		9.4
Investment adjustments	234.8		589.7		606.6		4.5		466.3
Non-admitted assets	143.6		139.0		—		—		—
Deferred income taxes	(144.1)		(203.0)		(135.3)		23.6		(5.8)
Mortgage contingency reserves	257.7		316.7		—		—		—
Title insurance premium reserves	735.0		625.6		109.4		53.9		25.8
Losses, claims and settlement expenses	(523.9)		(474.8)		(48.7)		(24.8)		(7.9)
Surplus notes	(869.0)		(841.5)		—		—		—
Sundry adjustments	20.1		8.8		2.4		(7.3)		(3.2)
Total adjustments	75.6		372.2		543.6		57.5		484.5
Consolidated GAAP totals	$	6,893.2	$	6,186.6	$	1,534.3	$	558.6	$	1,056.4

__________

(a) The insurance laws of the respective states in which the Company’s insurance subsidiaries are incorporated prescribe minimum capital and surplus requirements for the lines of business they are licensed to write. For domestic property and casualty and life and accident insurance companies the National Association of Insurance Commissioners also prescribes risk-based capital ("RBC") requirements. The RBC is a measure of statutory capital in relationship to a formula-driven definition of risk relative to a company’s balance sheet and mix of business. The combined RBC ratio of our primary General Insurance subsidiaries was 656% and 625% of the company action level RBC at December 31, 2021 and 2020, respectively. The minimum capital requirements for the Company’s Title Insurance subsidiaries are established by statute in the respective states of domicile. The minimum regulatory capital requirements are not significant in relationship to the recorded statutory capital of the Company’s Title and Life & Accident insurance subsidiaries. At December 31, 2021 and 2020 each of the Company’s General, Title, RFIG Run-off and Life and Accident insurance subsidiaries exceeded the minimum statutory capital and surplus requirements.

The preparation of financial statements in conformity with either statutory practices or GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Consolidation Practices - The consolidated financial statements include the accounts of the Company and those of all of its majority owned insurance underwriting and service subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Reclassifications are made in prior periods' financial statements whenever appropriate to conform to the most current presentation.

Investments - The Company classifies its fixed maturity securities as those it either (1) has the intent and ability to hold until maturity, (2) has available for sale or (3) has the intention of trading. As of June 30, 2020 the Company changed its intent to hold its tax exempt municipal bond portfolio until maturity and consequently, reclassified these securities from their previous held to maturity designation to available for sale. As a result, cumulative net of tax unrealized gains of $48.5 were recognized in other comprehensive income as of that date. The Company's entire fixed maturity portfolio is now classified as available for sale.

Fixed maturity securities classified as available for sale are included at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Equity securities are reported at fair value with changes in such values reflected as unrealized investment gains (losses) in the consolidated statements of income.

Fair values are based on quoted market prices or estimates using values obtained from recognized independent pricing services. Credit losses are recorded through an allowance with the corresponding charge to realized investment gains (losses). If the Company intends to sell or is more likely than not required to sell a security, the asset is written down to fair value directly through realized investment gains (losses).

The status and fair value changes of each of the fixed maturity investments are reviewed at least once per quarter during the year to assess whether a decline in fair value of an investment below its cost basis is the result of a credit loss. Factors considered in making this assessment include a security's market price history, as well as the issuer's operating results, financial condition and liquidity, its ability to access capital markets and to make scheduled principal or interest payments, credit rating trends, most current audited financial statements, industry and securities markets conditions and analyst expectations. 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.

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. At December 31, 2021, the Company and its subsidiaries did not have significant amounts of non-income producing fixed maturity or equity securities.

Investment gains and losses, which result from sales or write-downs of securities, are reflected as revenues in the income statement and are determined on the basis of amortized value at date of sale for fixed maturity securities, and cost in regard to equity securities; such bases apply to the specific securities sold.

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

Substantially all general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related benefits, claims, and expenses. 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 22% of 2021, 25% of 2020 and 25% of 2019 consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining title premium and fee revenues are produced by independent title agents. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.

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 Company recognized total contract revenue from customers of $210.2, $192.2 and $184.3 during 2021, 2020 and 2019, respectively. Of these amounts, approximately $127.0, $114.1 and $115.9 were generated from claims handling and related ancillary services (i.e. risk control services) provided to customers within the Company’s General Insurance segment. Claims handling revenues are recognized on a straight-line basis over the contract period (generally one year) which is commensurate with the entity’s efforts relative to claims adjudication. The related ancillary services revenues are recognized as services are provided and invoiced to the customer. Additionally, revenues from contracts with customers generated from the Company’s Title Insurance segment, consisting primarily of software licensing arrangements and electronic recording services totaled $75.6, $72.0 and $62.2 for the years ended December 31, 2021, 2020 and 2019, respectively. Such revenues are generally recognized at a point in time upon completion and invoicing of the services, or in the case of software maintenance agreements, on a straight-line basis over the life of the contract (generally one year).

Deferred Policy Acquisition Costs - Various insurance subsidiaries of the Company defer direct costs related to the successful production of business. Deferred costs consist principally of commissions, premium taxes and policy issuance expenses.

With respect to most coverages, deferred acquisition costs are amortized on the same basis as the related premiums are earned or, alternatively, over the periods during which premiums will be paid. To the extent that future revenues on existing policies are not adequate to cover related costs and expenses, deferred policy acquisition costs are charged to earnings. The Company considers investment income when evaluating the recoverability of deferred acquisition costs.

Losses, Claims and Settlement Expenses - The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work‑related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of the opinions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated claim costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

All reserves are therefore based on estimates which are periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of claims in future years, may offset, in whole or in part, favorable or unfavorable claim developments for certain coverages such as workers' compensation, portions of which are written under loss sensitive programs that provide for such adjustments. Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made nor is any guaranty given that ultimate net claim and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.

General Insurance reserves are established to provide for the ultimate expected cost of settling unpaid losses and claims reported at each balance sheet date. Such reserves are based on continually evolving assessments of the facts available to the Company during the settlement process which may stretch over long periods of time. Losses and claims incurred but not reported ("IBNR"), as well as expenses required to settle losses and claims are established on the basis of a large number of formulas that take into account various criteria, including historical cost experience and anticipated costs of servicing reinsured and other risks. As applicable, estimates of possible recoveries from salvage or subrogation opportunities are considered in the establishment of such reserves. Overall claim and claim expense reserves incorporate amounts covering net estimates of unusual claims such as those emanating from asbestosis and environmental ("A&E") exposures. Such reserves can affect claim costs and related claim ratios for such insurance coverages as general liability, commercial automobile (mostly trucking), workers' compensation, and property.

Title Insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all claim reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate cost of claims.

In addition to the above reserve elements, the Company establishes 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 known and IBNR claims.

Reinsurance - The cost of reinsurance is recognized over the terms of reinsurance contracts. Amounts recoverable from reinsurers for loss and loss adjustment expenses are estimated in a manner consistent with the claim liability associated with the reinsured business. The Company evaluates the financial condition of its reinsurers on a regular basis and allowances are established for estimated credit losses. See Note 9 - Credit Losses for further discussion.

Income Taxes - The Company and most of its subsidiaries file a consolidated tax return and provide for income taxes payable currently. Deferred income taxes included in the accompanying consolidated financial statements will not

necessarily become payable or recoverable in the future. The Company uses the asset and liability method of calculating deferred income taxes. This method results in the establishment of deferred tax assets and liabilities, calculated at currently enacted tax rates that are applied to the cumulative temporary differences between the financial statement and tax bases of assets and liabilities.

Property and Equipment - Property and equipment is generally depreciated or amortized over the estimated useful lives of the assets, (2 to 27 years), substantially by the straight-line method. Depreciation and amortization expenses related to property and equipment were $27.2, $26.9 and $26.8 in 2021, 2020, and 2019, respectively. Expenditures for maintenance and repairs are charged to income as incurred, and expenditures for major renewals and additions are capitalized.

Title Plants and Records - Title plants and records are carried at original cost or appraised value at the date of purchase. Such values represent the cost of producing or acquiring interests in title records and indexes and the appraised value of purchased subsidiaries' title records and indexes at dates of acquisition. The cost of maintaining, updating, and operating title records is charged to income as incurred. Title records and indexes are ordinarily not amortized unless events or circumstances indicate that the carrying amount of the capitalized costs may not be recoverable.

Goodwill and Intangible Assets - Goodwill resulting from business combinations is not amortizable against operations but must be tested annually for possible impairment of its continued value. Intangible assets with definitive lives are amortized against future operating results; whereas indefinite-lived intangibles are tested annually for impairment. Annual testing did not result in any impairment charges for the periods presented and reporting units with goodwill balances had estimated fair values in excess of their carrying values. The Company's consolidated goodwill balance of $174.5 and $175.1 as of December 31, 2021 and 2020, respectively, is included as part of sundry assets in the consolidated balance sheets. No significant changes to goodwill balances occurred in either period.

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 retain 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 further adjustment due to changes in actuarial assumptions such as expected mortality and changes in interest rates.

The funded status of a pension plan is measured as of December 31 of each year, as the difference between the fair value of plan assets and the projected benefit obligation. The underfunded status of the Plan is recognized as a net pension liability; offsetting entries are reflected as a component of shareholders' equity in accumulated other comprehensive income, net of deferred taxes.

The Company has a stock based compensation plan in effect for certain key employees. Stock options granted under this plan are valued using the Black-Scholes-Merton option pricing model and are generally expensed on a straight line basis over the vesting period.

Escrow Funds - Segregated cash deposit accounts and the offsetting liabilities for escrow deposits in connection with Title Insurance segment real estate transactions in the same amounts ($2,662.4 and $1,718.1 at December 31, 2021 and 2020, respectively) are not included as assets or liabilities in the accompanying consolidated balance sheets as the escrow funds are not available for regular operations.

Note 2 - Investments

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 repay obligations with or without call or prepayment penalties.

	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Estimated<br>Fair<br>Value
Fixed Maturity Securities by Type:
December 31, 2021:
U.S. & Canadian Governments	$	2,121.6	$	44.8	$	7.9	$	2,158.5
Tax-exempt	944.9		44.3		—		989.2
Corporate	7,372.1		220.0		64.2		7,527.9
	$	10,438.6	$	309.2	$	72.2	$	10,675.7
December 31, 2020:
U.S. & Canadian Governments	$	1,967.1	$	96.4	$	.3	$	2,063.2
Tax-exempt	997.1		66.3		—		1,063.5
Corporate	6,933.3		440.1		3.4		7,370.0
	$	9,897.6	$	602.9	$	3.8	$	10,496.8	Amortized<br>Cost	Estimated<br>Fair<br>Value
---	---	---	---	---
Fixed Maturity Securities Stratified by Contractual Maturity at December 31, 2021:
Due in one year or less	$	1,224.4	$	1,234.4
Due after one year through five years	5,187.5		5,383.3
Due after five years through ten years	3,920.1		3,951.6
Due after ten years	106.5		106.2
	$	10,438.6	$	10,675.7

Bonds and other investments with a statutory carrying value of $958.6 as of December 31, 2021 were on deposit with governmental authorities by the Company's insurance subsidiaries to comply with insurance laws.

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

	Less than 12 Months				12 Months or Greater				Total
	Fair<br>Value		Unrealized Losses		Fair<br>Value		Unrealized Losses		Fair<br>Value		Unrealized Losses
December 31, 2021:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	761.8	$	6.2	$	43.2	$	1.6	$	805.0	$	7.9
Corporate	2,032.8		55.5		174.1		8.7		2,207.0		64.2
	$	2,794.7	$	61.8	$	217.3	$	10.3	$	3,012.0	$	72.2
Number of securities in
unrealized loss position			419				32				451
December 31, 2020:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	416.4	$	.3	$	—	$	—	$	416.4	$	.3
Corporate	333.6		3.4		—		—		333.6		3.4
	$	750.0	$	3.8	$	—	$	—	$	750.0	$	3.8
Number of securities in
unrealized loss position			74				3				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 credit losses, the Company considers its intent and ability to continue to hold the securities until cost recovery, principally in consideration of its asset and liability maturity matching objectives. The Company recorded no allowance for credit losses as of December 31, 2021 and 2020. Impairment charges of $2.0 were recorded during the year ended December 31, 2019.

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

	Equity Securities
	Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Estimated<br>Fair<br>Value
December 31, 2021	$	3,766.5	$	1,620.8	$	84.5	$	5,302.8
December 31, 2020	$	3,269.7	$	1,028.1	$	243.0	$	4,054.8

During 2021, 2020 and 2019, the Company recognized pretax unrealized investment gains (losses) of $751.1, $(156.2) and $599.5, respectively, emanating from changes in the fair value of equity securities in the consolidated statements of income. Changes in the fair value of equity securities still held at December 31, 2021, 2020 and 2019 were $771.0, $(130.9) and $586.9, respectively, for the years then ended.

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 December 31, 2021 and 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 December 31, 2021:	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. & Canadian Governments	$	1,453.8	$	704.6	$	—	$	2,158.5
Tax-exempt	—		989.2		—		989.2
Corporate	—		7,517.4		10.5		7,527.9
Short-term investments	565.7		—		—		565.7
Equity securities	$	5,300.8	$	—	$	1.9	$	5,302.8
As of December 31, 2020:
Fixed maturity securities:
U.S. & Canadian Governments	$	1,262.2	$	801.0	$	—	$	2,063.2
Tax-exempt	—		1,063.5		—		1,063.5
Corporate	—		7,359.5		10.5		7,370.0
Short-term investments	749.6		—		—		749.6
Equity securities	$	4,052.9	$	—	$	1.8	$	4,054.8

There were no transfers between Levels 1, 2 or 3 during 2021 or 2020.

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 years shown.

Years Ended December 31:	2021		2020		2019
Investment income from:
Fixed maturity securities	$	280.6	$	289.8	$	300.3
Equity securities	157.5		149.8		141.3
Short-term investments	.1		2.2		10.1
Other sources	2.1		3.5		5.8
Gross investment income	440.4		445.6		457.7
Investment expenses (a)	6.1		6.6		6.9
Net investment income	$	434.3	$	438.9	$	450.7
Investment gains (losses):
From actual transactions:
Fixed maturity securities:
Gains	$	3.4	$	10.9	$	9.7
Losses	(1.9)		(18.4)		(11.7)
Net	1.5		(7.4)		(1.9)
Equity securities:
Gains	68.0		22.5		153.1
Losses	(62.8)		(1.2)		(109.9)
Net	5.1		21.3		43.2
Other long-term investments, net	.2		.3		(2.5)
Total from actual transactions	6.9		14.2		38.6
From impairments	—		—		(2.0)
From unrealized changes in fair value of equity securities	751.1		(156.2)		599.5
Total realized and unrealized investment gains (losses)	758.0		(142.0)		636.1
Current and deferred income taxes (credits)	159.6		(29.8)		133.8
Net of tax realized and unrealized investment gains (losses)	$	598.4	$	(112.1)	$	502.2
Changes in unrealized investment gains (losses)
reflected directly in shareholders' equity on:
Fixed maturity securities	$	(361.2)	$	339.4	$	362.6
Less: Deferred income taxes (credits)	(76.2)		71.6		76.3
	(284.9)		267.7		286.2
Other long-term investments	(2.5)		3.2		1.2
Less: Deferred income taxes (credits)	(.5)		.6		0.2
	(2.0)		2.5		1.0
Net changes in unrealized investment gains (losses), net of tax	$	(287.0)	$	270.3	$	287.2

__________

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

Note 3 - Deferred Policy Acquisition Costs

The following table shows the components of deferred policy acquisition costs:

Years Ended December 31:	2021		2020		2019
Deferred, beginning of year	$	328.0	$	325.4	$	316.3
Acquisition costs deferred:
Commissions - net of reinsurance	340.9		326.0		360.8
Premium taxes	135.2		127.4		130.2
Salaries and other underwriting expenses	48.3		50.7		50.3
Sub-total	524.6		504.2		541.4
Amortization charged to income	(502.2)		(501.5)		(532.2)
Change for the year	22.4		2.6		9.1
Deferred, end of year	$	350.4	$	328.0	$	325.4

Note 4 - Losses, Claims and Settlement Expenses

The following table shows changes in aggregate reserves for the Company's losses, claims and settlement expenses:

Years Ended December 31:	2021		2020		2019
Gross reserves at beginning of year	$	10,671.0	$	9,929.5	$	9,471.2
Less: reinsurance losses recoverable	3,650.5		3,249.7		3,006.3
Net reserves at beginning of year:
General Insurance	6,328.0		6,021.3		5,766.1
Title Insurance	556.1		530.9		533.4
RFIG Run-off	127.6		118.9		154.5
Other	8.6		8.4		10.8
Sub-total	7,020.4		6,679.7		6,464.9
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year:
General Insurance	2,418.3		2,380.5		2,422.7
Title Insurance	160.6		117.2		99.5
RFIG Run-off	19.3		48.8		41.1
Other	12.0		11.2		14.1
Sub-total	2,610.4		2,557.8		2,577.6
Change in provision for insured events of prior years:
General Insurance	(137.9)		(27.4)		14.5
Title Insurance	(47.6)		(41.8)		(32.1)
RFIG Run-off	(21.1)		(11.9)		(9.4)
Other	(3.9)		(2.5)		(3.9)
Sub-total	(210.6)		(83.8)		(30.9)
Total incurred claims and claim adjustment expenses	2,399.7		2,474.0		2,546.6
Payments:
Claims and claim adjustment expenses attributable to
insured events of the current year:
General Insurance	781.5		783.2		835.4
Title Insurance	21.4		4.6		3.6
RFIG Run-off	.2		1.1		3.3
Other	7.7		6.4		9.1
Sub-total	810.9		795.5		851.5
Claims and claim adjustment expenses attributable to
insured events of prior years:
General Insurance	1,239.8		1,263.1		1,346.6
Title Insurance	53.4		45.4		66.2
RFIG Run-off	14.3		27.0		64.0
Other	1.3		2.0		3.3
Sub-total	1,309.0		1,337.7		1,480.2
Total payments	2,120.0		2,133.2		2,331.7
Amount of reserves for unpaid claims and claim adjustment expenses
at the end of each year, net of reinsurance losses recoverable:
General Insurance	6,587.0		6,328.0		6,021.3
Title Insurance	594.2		556.1		530.9
RFIG Run-off	111.2		127.6		118.9
Other	7.6		8.6		8.4
Sub-total	7,300.2		7,020.4		6,679.7
Reinsurance losses recoverable	4,125.3		3,650.5		3,249.7
Gross reserves at end of year	$	11,425.5	$	10,671.0	$	9,929.5

For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments of 3.0%, 1.3%, and .5% for 2021, 2020 and 2019, respectively, with average favorable annual developments of 1.6%. The Company believes that the factors most responsible, in varying and continually changing degrees, for favorable or unfavorable reserve developments include, as to many general insurance coverages, the effect of reserve discounts applicable to workers' compensation claims, changes in severity of litigated claims in particular, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted above in regard to black lung disease claims, changes in inflation rates applicable to repairs and the medical portion of claims in particular, and changes in claims incurred but not reported due to the slower and highly volatile emergence patterns applicable to certain types of claims such as

those stemming from litigated, assumed reinsurance, or the A&E types of claims noted above. Specifically, in 2021 General Insurance favorable development was higher due predominantly to better than expected claims experience related to workers' compensation and commercial automobile reserves on older, more developed years. Favorable development experienced in Title Insurance reflects the declining claims activity since the Great Recession years. With respect to the RFIG Run-off segment, changes in favorable or unfavorable reserve development result from sales and prices of homes that can impact claim costs upon the disposition of foreclosed properties, changes in regional or local economic conditions and employment levels, the number of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, the extent of loan refinancing activity that can reduce the period of time over which a policy remains at risk, and lower than expected frequencies of claims incurred but not reported.

Federal Black Lung Regulations

Early in 2001, the Federal Department of Labor revised the Federal Black Lung Program regulations. The revisions basically require a reevaluation of previously settled, denied, or new occupational disease claims in the context of newly devised, more lenient standards when such claims are resubmitted. Following a number of challenges and appeals by the insurance and coal mining industries, the revised regulations were, for the most part, upheld in June, 2002 and are to be applied prospectively. Since 2001 black lung claims filed or refiled pursuant to these revised regulations have increased, though the volume of new claim reports has abated in recent years.

Asbestosis and Environmental (A&E) Reserves

At December 31, 2021 and 2020, Old Republic's aggregate indemnity and loss adjustment expense reserves specifically identified with A&E exposures amounted to approximately $118.1 and $127.6 gross, respectively, and $77.2 and $82.4 net of reinsurance, respectively.

Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various A&E claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies incepting prior to 1985, including many issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Company's property and liability insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 and $2.0 and rarely exceeding $10.0. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the subsidiaries' net retentions to $500 thousand or less as to each claim.

Over time, the Executive Branch and/or the Congress of the United States have proposed or considered changes in the legislation and rules affecting the determination of liability for A&E claims. As of December 31, 2021, however, there is no solid evidence to suggest that possible future changes might mitigate or reduce some or all of these claim exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims in particular is much more difficult to quantify with a high degree of precision. Accordingly, no representation can be made that the Company's reserves for such claims and related costs will not prove to be overstated or understated in the future. Based on average annual claims payments during the five most recent calendar years, such reserves represented a paid loss survival ratio of 5.9 years (gross) and 6.8 years (net of reinsurance) as of December 31, 2021 and 6.3 years (gross) and 7.1 years (net of reinsurance) as of December 31, 2020. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. For the five years ended December 31, 2021, incurred A&E claim and related loss settlement costs have averaged .3% of average annual General Insurance claims and related settlement costs.

The following represents the Company's incurred and paid loss development tables for the major types of insurance coverages as of December 31, 2021. The information about incurred and paid claims development for the years ended December 31, 2012 to 2020 is presented as supplementary information.

Workers' Compensation
	Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (Undiscounted)																				As of December 31, 2021
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Claims		Cumulative Number of Reported Claims*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2012		2013		2014		2015		2016		2017		2018		2019		2020		2021
2012	$	629.3	$	647.2	$	670.6	$	678.1	$	676.4	$	671.1	$	660.5	$	654.7	$	651.1	$	646.5	$	67.4	49,924
2013			700.9		705.3		716.9		722.7		726.3		717.2		689.7		691.0		686.7		83.2		49,025
2014					780.9		792.8		786.4		784.9		777.0		763.3		724.4		705.4		96.3		54,162
2015							794.3		792.6		787.3		785.5		769.1		742.4		695.8		167.2		55,203
2016									756.1		752.9		745.7		730.5		712.6		692.8		252.3		52,451
2017											727.0		713.9		700.3		683.4		676.3		239.6		51,736
2018													698.6		691.5		681.0		665.9		274.6		52,290
2019															664.6		657.4		653.2		212.6		51,652
2020																	560.9		569.4		222.1		45,285
2021																			500.3		280.9		35,347
																	Total		$	6,492.7	(A)
* Reported claims are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available.																								Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
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	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2012		2013		2014		2015		2016		2017		2018		2019		2020		2021
2012	$	113.1	$	265.8	$	361.8	$	426.7	$	469.5	$	496.6	$	518.4	$	531.5	$	539.5	$	545.2
2013			107.6		274.3		381.2		449.8		501.9		526.8		547.0		558.3		565.4
2014					116.9		293.7		397.1		466.0		499.5		524.8		544.9		554.6
2015							109.0		274.9		379.3		435.1		466.7		484.7		499.8
2016									102.5		253.5		334.4		383.5		408.4		425.2
2017											99.6		244.6		334.8		383.1		414.3
2018													94.8		240.6		320.5		367.2
2019															102.9		239.8		329.6
2020																	84.3		211.6
2021																			80.1
																	Total		$	3,993.4	(B)
Net incurred claims and allocated claim adjustment expenses (A)																			$	6,492.7
Less: net paid claims and allocated claim adjustment expenses (B)																			3,993.4
Sub-total																			2,499.3
All outstanding liabilities before 2012, net of reinsurance																			631.1
Liabilities for claims and allocated claim adjustment expenses, net of reinsurance																			$	3,130.4
General Liability
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (Undiscounted)																				As of December 31, 2021
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Claims		Cumulative Number of Reported Claims*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2012		2013		2014		2015		2016		2017		2018		2019		2020		2021
2012	$	95.0	$	91.2	$	89.2	$	100.9	$	107.3	$	109.6	$	108.2	$	105.6	$	105.0	$	104.7	$	7.7	5,274
2013			95.7		96.7		96.5		107.8		106.7		106.0		101.4		102.2		101.7		7.1		5,533
2014					107.0		110.4		109.4		111.0		117.0		117.1		112.3		112.8		9.5		6,012
2015							96.0		96.3		99.2		102.3		104.8		105.8		99.8		14.4		5,565
2016									92.4		96.7		98.8		100.3		101.0		104.4		27.5		83,202
2017											111.2		121.4		129.6		132.8		135.2		14.7		458,875
2018													120.5		119.7		125.1		135.4		28.2		459,814
2019															133.5		131.9		138.9		48.0		373,991
2020																	112.4		111.7		71.5		5,211
2021																			94.2		66.3		4,012
																			$	1,139.3	(A)
* Reported claims are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available. The increases beginning in 2016 are due to the addition of a national account with higher frequency yet lower severity than the existing book of business for accident years 2016 through 2019.																								Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
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	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2012		2013		2014		2015		2016		2017		2018		2019		2020		2021
2012	$	5.5	$	18.8	$	36.0	$	50.8	$	67.4	$	75.8	$	86.4	$	90.8	$	93.2	$	93.9
2013			4.0		13.6		34.4		58.5		76.1		85.1		86.9		88.1		90.4
2014					5.8		15.8		32.0		52.8		73.5		82.8		88.9		94.9
2015							6.3		16.0		29.5		47.4		64.5		70.7		75.0
2016									7.1		18.5		34.8		47.7		58.0		66.9
2017											5.7		25.9		50.1		76.9		95.5
2018													6.9		28.8		48.9		70.9
2019															6.4		29.5		53.6
2020																	4.2		12.5
2021																			5.7
																			$	659.7	(B)
Net incurred claims and allocated claim adjustment expenses (A)																			$	1,139.3
Less: net paid claims and allocated claim adjustment expenses (B)																			659.7
Sub-total																			479.6
All outstanding liabilities before 2012, net of reinsurance																			151.1
Liabilities for claims and allocated claim adjustment expenses, net of reinsurance																			$	630.7
Commercial Automobile
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	Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance (Undiscounted)																				As of December 31, 2021
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Claims		Cumulative Number of Reported Claims*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2012		2013		2014		2015		2016		2017		2018		2019		2020		2021
2012	$	622.5	$	619.6	$	603.9	$	575.0	$	573.1	$	558.6	$	558.0	$	552.1	$	551.4	$	553.2	$	4.1	98,053
2013			661.5		665.4		668.5		669.6		659.7		646.4		633.4		632.5		634.7		8.5		96,998
2014					687.8		689.2		691.7		688.0		688.6		687.8		683.8		683.0		11.4		103,235
2015							712.4		710.5		729.7		721.4		720.7		703.4		700.6		6.3		104,804
2016									755.9		768.9		786.0		780.8		779.3		762.1		15.3		110,708
2017											788.7		819.1		869.2		874.4		867.9		32.5		117,518
2018													883.2		947.9		989.9		992.1		46.4		129,003
2019															931.1		959.7		954.8		58.6		138,056
2020																	941.1		913.7		116.9		116,059
2021																			989.4		128.3		103,795
																			$	8,052.0	(A)
* Reported claims are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available.																								Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
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	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2012		2013		2014		2015		2016		2017		2018		2019		2020		2021
2012	$	229.0	$	351.4	$	442.9	$	498.6	$	525.9	$	539.1	$	543.9	$	545.3	$	545.5	$	546.5
2013			248.3		398.1		511.0		578.1		611.5		622.9		626.3		619.5		620.9
2014					267.4		430.5		536.9		605.4		640.3		664.9		658.4		664.3
2015							265.1		438.9		541.8		626.2		669.7		680.6		687.3
2016									290.2		469.6		585.1		677.8		710.8		725.5
2017											307.9		512.0		657.1		746.5		791.2
2018													330.0		557.5		730.4		836.7
2019															330.4		549.0		681.6
2020																	290.1		464.3
2021																			302.7
																			$	6,321.4	(B)
Net incurred claims and allocated claim adjustment expenses (A)																			$	8,052.0
Less: net paid claims and allocated claim adjustment expenses (B)																			6,321.4
Sub-total																			1,730.6
All outstanding liabilities before 2012, net of reinsurance																			5.9
Liabilities for claims and allocated claim adjustment expenses, net of reinsurance																			$	1,736.5

The following represents a reconciliation of the incurred and paid loss development tables to total claim and loss adjustment expense reserves as reported in the consolidated balance sheets.

	December 31,
	2021		2020
Net claim and allocated loss adjustment expense reserves:
Workers' compensation (a)	$	2,955.6	$	3,044.1
General liability	630.7		641.5
Commercial automobile	1,736.5		1,591.5
Three above coverages combined	5,322.8		5,277.2
Other short-duration insurance coverages	979.3		782.4
Subtotal	6,302.2		6,059.7
Reinsurance recoverable on claim reserves:
Workers' compensation	1,937.4		1,885.0
General liability	693.6		667.9
Commercial automobile	1,113.5		788.3
Three above coverages combined	3,744.7		3,341.3
Other short-duration insurance coverages	376.2		303.8
Subtotal	4,120.9		3,645.1
Insurance coverages other than short-duration	674.1		654.5
Unallocated loss adjustment expense reserves	328.2		311.6
	1,002.4		966.2
Gross claim and loss adjustment expense reserves	$	11,425.5	$	10,671.0

__________

(a) Long-term disability type workers' compensation reserves are discounted to present value based on interest rates generally ranging from 3.0% to 4.0%. The amount of discount reflected in the year-end net reserves totaled $174.8 and $196.9 as of December 31, 2021 and 2020, respectively. Interest accretion of $42.0, $35.7 and $34.5 for the years ended December 31, 2021, 2020, and 2019, respectively, was recognized as unfavorable development of prior year reserves within benefits, claims and settlement expenses in the consolidated statements of income.

The table below is supplementary information and presents the historical average annual percentage payout of incurred claims by age, net of reinsurance.

	Supplementary Information (Unaudited)
	Year 1		Year 2		Year 3		Year 4		Year 5		Year 6		Year 7		Year 8		Year 9		Year 10
Workers' compensation	15.6	%	22.8	%	13.9	%	8.4	%	5.3	%	3.3	%	2.8	%	1.7	%	1.1	%	.9	%
General liability	5.2	%	11.9	%	16.3	%	17.5	%	15.4	%	8.0	%	5.4	%	3.6	%	2.3	%	.8	%
Commercial automobile	36.1	%	22.9	%	16.0	%	10.8	%	5.2	%	2.3	%	.4	%	—	%	.1	%	.2	%

Note 5 - Reinsurance and Retention Limits

In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is the common practice in the insurance industry, may cede all or a portion of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium and a large variety of risk-sharing procedures and arrangements for parts of its business in order to reduce underwriting losses for which it might become liable under insurance policies it issues. To the extent that any reinsurance companies, retrospective related risks, or producers might be unable to meet their obligations under existing reinsurance, retrospective insurance and production agreements, Old Republic would be liable for the defaulted amounts. In these regards, however, the Company generally protects itself by withholding funds, securing indemnity agreements, obtaining surety bonds, or otherwise collateralizing such obligations through irrevocable letters of credit, cash or securities.

Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss on most events to a maximum of: $5.2 for workers' compensation; $7.0 for commercial automobile (mostly trucking) liability; $7.0 for general liability; $12.0 for executive protection (directors & officers and errors &

omissions); $2.0 for aviation; and $6.0 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0. The average direct primary mortgage guaranty exposure is (in whole dollars) $37,000 per insured loan.

The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses and obligated insurers to offer terrorism coverage with most commercial property and casualty insurance lines. The TRIREA revised the definition of "property and casualty insurance" to exclude commercial automobile, burglary and theft, surety, professional liability and farm owners multi-peril insurance. TRIPRA did not make any further changes to the definition of property and casualty insurance, however, it did include domestic acts of terrorism within the scope of the program. Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. Under TRIPRA, the program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2021. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible which ranges from 85% in 2015 and declined by one percentage point per year until it reached 80% in 2020. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposure.

Reinsurance ceded by the Company's insurance subsidiaries in the ordinary course of business is typically placed on an excess of loss basis. Under excess of loss reinsurance agreements, the companies are generally reimbursed for losses exceeding contractually agreed‑upon levels. Quota share reinsurance is most often effected between the Company's insurance subsidiaries and industry-wide assigned risk plans or captive insurers owned by assureds. Under quota share reinsurance, the Company remits to the assuming entity an agreed-upon percentage of premiums written and is reimbursed for underwriting expenses and proportionately related claims costs.

Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and premium reserves. Such reinsurance balances are recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Estimates of credit losses are included in the Company's net claim and claim expense reserves since reinsurance, retrospectively rated, and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries. See Note 9.

At December 31, 2021, General Insurance segment's ten largest reinsurers represented approximately 58% of the total consolidated reinsurance recoverable on paid and unpaid losses, with Day One Insurance, Inc. the largest reinsurer representing 14.2% of the total recoverable balance. Of the balances due from these ten reinsurers, 52.1% was recoverable from A or better rated reinsurance companies, 24.6% from domestic unrated companies and 23.3% from foreign unrated companies.

The following information relates to reinsurance and related data for the General Insurance segment for the three years ended December 31, 2021. Reinsurance transactions of the Title Insurance and RFIG Run-off segments and the small life and accident insurance operation are not material.

Years Ended December 31:		2021		2020		2019
General Insurance
Written premiums:	Direct	$	5,691.3	$	5,206.9	$	4,966.4
	Assumed	74.0		70.6		66.9
	Ceded	$	2,084.4	$	1,846.2	$	1,564.3
Earned premiums:	Direct	$	5,509.1	$	5,030.2	$	4,857.0
	Assumed	73.7		70.3		56.4
	Ceded	$	2,027.3	$	1,706.3	$	1,481.1
Claims ceded		$	1,255.6	$	1,100.7	$	910.2

Note 6 - Income Taxes

The provision for combined current and deferred income taxes (credits) reflected in the consolidated statements of income does not bear the usual relationship to income before income taxes (credits) as the result of permanent and other differences between pretax income or loss and taxable income or loss determined under existing tax regulations. The more significant differences, their effect on the statutory income tax rate (credit), and the resulting effective income tax rates (credits) are summarized below:

Years Ended December 31:	2021		2020		2019
Statutory tax rate (credit)	21.0	%	21.0	%	21.0	%
Tax rate increases (decreases):
Tax-exempt interest	(.2)		(.5)		(.2)
Dividends received exclusion	(.7)		(1.8)		(.9)
Meals & entertainment	.1		.1		.2
Prior year adjustments	—		—		—
Other items - net	—		.1		—
Effective tax rate (credit)	20.2	%	18.9	%	20.1	%

The tax effects of temporary differences that give rise to significant portions of the Company's net deferred tax assets (liabilities) are as follows at the dates shown:

December 31:	2021		2020		2019
Deferred Tax Assets:
Losses, claims, and settlement expenses	$	214.2	$	201.6	$	195.2
Pension and deferred compensation plans	42.4		63.0		48.3
Net operating loss carryforward	9.6		11.7		13.8
AMT credit carryforward	9.0		9.0		9.0
Operating leases	49.7		52.0		49.9
Other temporary differences	12.3		15.7		15.0
Total deferred tax assets	337.5		353.2		331.4
Deferred Tax Liabilities:
Unearned premium reserves	61.0		41.6		34.5
Deferred policy acquisition costs	68.5		65.0		63.7
Amortization of fixed maturity securities	5.2		4.4		3.4
Net unrealized investment gains	372.6		295.9		257.8
Title plants and records	2.8		2.8		2.9
Tax reform transition adjustment on unpaid losses, claims and
settlement expenses	13.8		17.2		19.5
Operating leases	45.8		48.4		46.8
Other temporary differences	17.2		14.9		14.7
Total deferred tax liabilities	586.9		490.6		443.5
Net deferred tax assets (liabilities)	$	(249.5)	$	(137.3)	$	(112.2)

At December 31, 2021, the Company had available net operating loss ("NOL") carryforwards of $45.7 which will expire in years 2023 through 2029, and a $9.0 alternative minimum tax ("AMT") credit carryforward. The NOL carryforward is subject to the limitations set by Section 382 of the Internal Revenue Code and is available to reduce future years' taxable income by a maximum of $9.8 each year until expiration.

In valuing the deferred tax assets, the Company considered certain factors including primarily the scheduled reversals of certain deferred tax liabilities, estimates of future taxable income, the impact of available carryback and

carryforward periods, as well as the availability of certain tax planning strategies. The Company estimates that all gross deferred tax assets at year-end 2021 will more likely than not be fully realized.

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 statements of income. The Company is not currently under audit by the IRS and 2018 and subsequent tax years remain open.

Note 7 - Employee Benefit Plans

The funded status of the Company's pension plan is reflected below.

Years Ended December 31:	2021		2020		2019
Projected benefit obligation at beginning of year	$	639.7	$	586.4	$	530.1
Increases (decreases) during the year attributable to:
Interest cost	15.2		19.1		22.6
Actuarial (gains) losses	(22.2)		60.8		59.8
Benefits paid	(28.0)		(26.6)		(26.0)
Net increase (decrease) for the year	(35.1)		53.3		56.3
Projected benefit obligation at end of year	$	604.6	$	639.7	$	586.4	Years Ended December 31:	2021		2020		2019
---	---	---	---	---	---	---
Fair value of net assets available for plan benefits
At beginning of the year	$	479.6	$	492.8	$	430.2
Increases (decreases) during the year attributable to:
Actual return on plan assets	104.4		6.8		82.1
Sponsor contributions	—		6.6		6.5
Benefits paid	(28.0)		(26.6)		(26.0)
Net increase (decrease) for year	76.3		(13.1)		62.5
Fair value of net assets available for plan benefits
At end of the year	$	556.0	$	479.6	$	492.8	Funded status	$	(48.6)	$	(160.1)	$	(93.6)
---	---	---	---	---	---	---
Amounts recognized in accumulated other comprehensive income	$	(123.2)	$	(224.8)	$	(140.5)

Funding of the Plan is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuation, as well as the maintenance of certain funding levels relative to regulatory requirements. The Company currently does not expect to make cash contributions in calendar year 2022 based on minimum funding requirements.

Net periodic pension expense (income) recognized during 2021, 2020 and 2019 was $(9.8), $(11.0), and $(3.0), respectively.

The projected benefit obligation and net periodic benefit cost for the Plan were determined using the following weighted-average assumptions:

	Projected Benefit Obligation				Net Periodic Benefit Cost
As of December 31:	2021		2020		2021		2020		2019
Settlement discount rates	2.80	%	2.45	%	2.45	%	3.35	%	4.40	%
Long-term rates of return on plan assets	N/A		N/A		7.00	%	7.00	%	7.00	%

The assumed settlement discount rates were determined by matching the current estimate of the Plan's projected cash outflows against spot rate yields on a portfolio of high quality bonds as of the measurement date. To develop the expected long-term rate of return on assets assumption, historical returns and the future return expectations for each asset class, as well as the target asset allocation of the pension portfolio were considered. The investment policy of the Plan takes into account the matching of assets and liabilities, appropriate risk aversion, liquidity needs, the

preservation of capital, and the attainment of modest growth. The weighted-average asset allocations of the Plan were as follows:

					Investment Policy Asset<br>Allocation % Range Target
As of December 31:	2021		2020
Equity securities:
Common shares of Company stock	12.5	%	11.7	%
Other	74.6		74.0
Sub-total	87.1		85.7		40% to 80%
Fixed maturity securities	10.4		10.6		15% to 60%
Other	2.5		3.7		1% to 10%
Total	100.0	%	100.0	%

Quoted values and other data provided by the respective investment custodians are used as inputs for determining fair value of the Plan's debt and equity securities. The custodians are understood to obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and use their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the investment custodian 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.

The following tables present a summary of the Plan's assets segregated among the various input levels described in Note 2.

	Fair Value Measurements
As of December 31, 2021:	Level 1		Level 2		Level 3		Total
Equity securities:
Common shares of Company stock	$	69.5	$	—	$	—	$	69.5
Other	414.5		—		—		414.5
Sub-total	484.1		—		—		484.1
Fixed maturity securities	—		57.9		—		57.9
Other	7.2		—		2.6		9.9
Total at fair value	$	491.3	$	57.9	$	2.6	551.9
Securities at net asset value							4.0
Total							$	556.0
As of December 31, 2020:
Equity securities:
Common shares of Company stock	$	55.7	$	—	$	—	$	55.7
Other	341.7		—		—		341.7
Sub-total	397.4		—		—		397.4
Fixed maturity securities	2.0		49.0		—		51.0
Other	9.6		—		4.5		14.2
Total at fair value	$	409.1	$	49.0	$	4.5	462.7
Securities at net asset value							16.8
Total							$	479.6

Level 1 assets include U.S. Treasury notes, publicly traded common stocks, mutual funds and short-term investments. Level 2 assets generally include corporate and government agency bonds. Level 3 assets primarily consist of an immediate participation guaranteed fund.

The benefits expected to be paid as of December 31, 2021 for the next 10 years are as follows: 2022: $31.9; 2023: $32.8; 2024: $33.4; 2025 $33.8; 2026: $34.4 and for the five years after 2026: $170.5.

The Company has a number of profit sharing and other incentive compensation programs for the benefit of a substantial number of its employees. The costs related to such programs are summarized below:

Years Ended December 31:	2021		2020		2019
Employees Savings and Stock Ownership Plan ("ESSOP")	$	44.6	$	30.6	$	21.7
Other profit sharing plans	26.1		24.0		18.4
Cash and deferred incentive compensation	$	71.6	$	53.7	$	48.3

A majority of the Company's employees participate in the ESSOP. Company contributions are provided in the form of Old Republic common stock. Dividends on shares are allocated to participants as earnings, and likewise invested in Company stock; dividends on unallocated shares are used to pay debt service costs. The Company's annual contributions are based on a formula that takes the growth in net operating income per share over consecutive five year periods into account. During 2015, the ESSOP purchased 2,200,000 shares of Old Republic common stock for $34.0. The purchases were financed by a loan from the Company. During 2018, the ESSOP purchased 2,383,625 shares of Old Republic common stock for $50.0 and during 2020, the ESSOP purchased 3,337,000 shares of Old Republic common stock for $50.0. These purchases were financed by loans to the ESSOP from participating subsidiaries. As of December 31, 2021, there were 18,991,924 Old Republic common shares owned by the ESSOP, of which 12,958,437 were allocated to employees' account balances. There are no repurchase obligations in existence.

As periodically amended, the Company has had a stock based compensation plan in effect for certain eligible employees since 1978. Under the 2016 Incentive Compensation Plan (the "Incentive Plan"), 15.0 million shares became available for future awards. The maximum number of options available as of December 31, 2021 for future issuance under this amended plan was approximately 4.7 million shares.

The exercise price of stock options is equal to the closing market price of the Company's common stock on the date of grant, and the contractual life of the grant is generally ten years from the date of grant. Options granted may be exercised to the extent of 10% of the number of shares covered thereby as of December 31st of the year of the grant and, cumulatively, to the extent of an additional 15%, 20%, 25% and 30% on and after the second through fifth calendar years, respectively. Options granted to employees who meet certain retirement eligibility provisions are fully vested on the date of grant.

The following table presents the stock based compensation expense and income tax benefit recognized in the financial statements:

Years Ended December 31:	2021		2020		2019
Stock based compensation expense	$	3.2	$	2.1	$	3.7
Income tax benefit	$	.6	$	.4	$	.7

The following table presents the key assumptions used to value the awards granted during the periods presented. Expected volatilities are based on the historical experience of Old Republic's common stock. The expected term of stock options represents the period of time that stock options granted are assumed to be outstanding. The Company uses historical data to estimate the effect of stock option exercise and employee departure behavior; groups of employees that have similar historical behavior are considered separately for valuation purposes. The risk-free rate of return for periods within the contractual term of the share option is based on the U.S. Treasury rate in effect at the time of the grant.

	2021		2020		2019
Expected volatility	.20		.17		.18
Expected dividends	4.76	%	5.72	%	4.10	%
Expected term (in years)	7		7		7
Risk-free rate	1.21	%	.72	%	2.54	%

A summary of stock option activity under the Incentive Plan as of December 31, 2021, 2020 and 2019, and changes in outstanding options during the years then ended is presented below:

	As of and for the Years Ended December 31,
	2021				2020				2019
	Shares		Weighted<br>Average<br>Exercise<br>Price		Shares		Weighted<br>Average<br>Exercise<br>Price		Shares		Weighted<br>Average<br>Exercise<br>Price
Outstanding at beginning of year	9,494,651		$	18.36	8,009,237		$	18.43	7,163,567		$	17.24
Granted	2,216,250		21.30		1,901,100		17.24		1,777,500		21.14
Exercised	3,259,273		17.28		397,653		14.44		848,923		14.14
Forfeited and expired	107,158		18.32		18,033		16.72		82,907		17.05
Outstanding at end of year	8,344,470		19.57		9,494,651		18.36		8,009,237		18.43
Exercisable at end of year	4,652,951		$	19.22	6,138,602		$	17.81	5,100,009		$	17.18
Weighted average fair value of
options granted during the year (a)	$	1.86	per share		$	.88	per share		$	2.35	per share

__________

(a) Based on the Black-Scholes-Merton option pricing model and the assumptions outlined above.

A summary of stock options outstanding and exercisable at December 31, 2021 follows:

			Options Outstanding				Options Exercisable
				Weighted - Average				Weighted<br>Average<br>Exercise<br>Price
Exercise Prices		Year of Grant	Number<br>Outstanding	Remaining<br>Contractual<br>Life	Exercise<br>Price		Number<br>Exercisable
10.80		2012	26,925	0.25	$	10.80	26,925	$	10.80
12.57		2013	133,225	1.25	12.57		133,225	12.57
16.06		2014	256,700	2.25	16.06		256,700	16.06
15.26		2015	310,157	3.25	15.26		310,157	15.26
18.14		2016	498,291	4.25	18.14		498,291	18.14
19.98		2017	867,958	5.25	19.98		867,958	19.98
20.98		2018	1,133,162	6.25	20.98		830,420	20.98
21.12	$21.99	2019	1,486,282	7.25	21.14		820,072	21.14
16.17	$22.72	2020	1,587,670	8.25	17.21		487,334	17.44
21.30		2021	2,044,100	9.25	21.30		421,869	21.30
Total			8,344,470		$	19.57	4,652,951	$	19.22

All values are in US Dollars.

As of December 31, 2021, there was $3.4 of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted average period of approximately 3 years.

The cash received from stock option exercises, the total intrinsic value of stock options exercised, and the actual tax benefit realized for the tax deductions from option exercises are as follows:

	2021		2020		2019
Cash received from stock option exercise	$	56.3	$	5.7	$	12.0
Intrinsic value of stock options exercised	24.2		2.8		6.8
Actual tax benefit realized for tax deductions<br><br>from stock options exercised	$	5.0	$	.5	$	1.4

At December 31, 2021, the Company had restricted common stock issued to certain employees which are expected to vest over a weighted average period of approximately 3 years. During the vesting period, restricted shares are nontransferable and subject to forfeiture. Compensation expense for the restricted stock award is recognized over the vesting period of the award and was immaterial for the years ended December 31, 2021, 2020 and 2019.

Note 8 - Net Income Per Share

Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares actually outstanding for the year. 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.

Years Ended December 31:	2021		2020		2019
Numerator:
Basic and diluted earnings per share -
income (loss) available to common stockholders	$	1,534.3	$	558.6	$	1,056.4
Denominator:
Basic earnings per share -
weighted-average shares (a)	301,945,319		298,407,921		299,885,468
Effect of dilutive securities - stock based compensation awards	1,722,350		490,752		1,342,247
Diluted earnings per share -
adjusted weighted-average shares (a)	303,667,669		298,898,673		301,227,715
Earnings per share: Basic	$	5.08	$	1.87	$	3.52
Diluted	$	5.05	$	1.87	$	3.51
Anti-dilutive common stock equivalents
excluded from earning per share computations:
Stock based compensation awards	—		5,853,469		1,200,250

__________

(a) In calculating earnings per share, accounting standards require that common shares owned by the Company's ESSOP that are as yet unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all other common shares.

Note 9 - Credit Losses

Effective January 1, 2020, the Company adopted the FASB's accounting guidance on current expected credit losses ("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 sheets.

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 allowance was comprised of $16.0 related to reinsurance recoverables as of both December 31, 2021 and 2020, and $24.1 and $20.5 related to accounts and notes receivable, as of December 31, 2021 and 2020, respectively. No significant changes were made to the allowance during 2021 or 2020.

The guidance also modifies the impairment model for available for sale fixed maturity securities by requiring the recognition of 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 a credit loss exists. The revised guidance for available for sale fixed maturity securities was adopted on a prospective basis and the related disclosures summarizing this standard's impact on the Company's investment portfolio are included in Note 2.

The Company is not exposed to material concentrations of credit risks as to any one issuer of investment securities.

Note 10 - Debt

Consolidated debt of Old Republic and its subsidiaries is summarized below:

December 31:	2021				2020
	Carrying<br>Amount		Fair<br>Value		Carrying<br>Amount		Fair<br>Value
4.875% Senior Notes issued in 2014 and due 2024	$	398.4	$	435.8	$	397.9	$	457.7
3.875% Senior Notes issued in 2016 and due 2026	547.3		597.0		546.8		634.1
3.850% Senior Notes issued in 2021 and due 2051	642.6		702.9		—		—
Other miscellaneous debt	—		—		21.7		21.7
Total debt	$	1,588.5	$	1,735.7	$	966.4	$	1,113.6

On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850% per year and mature on June 11, 2051.

On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875% per year and mature on August 26, 2026.

On September 23, 2014, the Company completed a public offering of $400.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 4.875% per year and mature on October 1, 2024.

During 2021, 2020 and 2019, $55.9, $42.5 and $43.2, respectively, of interest expense on debt was charged to consolidated operations.

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 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 2 above:

	Carrying		Fair
	Value		Value		Level 1		Level 2		Level 3
Financial Liabilities:
Debt:
December 31, 2021	$	1,588.5	$	1,735.7	$	—	$	1,735.7	$	—
December 31, 2020	$	966.4	$	1,113.6	$	—	$	1,091.9	$	21.7

Note 11 - Shareholders' Equity

Preferred Stock - At December 31, 2021, there were 75,000,000 shares of preferred stock authorized. The Company has designated one series of preferred stock: 10,000,000 shares of Series A Junior Participating Preferred Stock (Series A). No shares have been issued or are outstanding. The Series A Stock, if and when issued, shall pay a dividend of the greater of $1.00 or 100 times (subject to adjustment) the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock declared on the common stock of the Company. Each share of Series A stock shall have 100 votes on each matter submitted to a vote of the shareholders.

Common Stock - At December 31, 2021, there were 500,000,000 shares of common stock authorized. At the same date, there were 100,000,000 shares of Class "B" common stock authorized, though none were issued or outstanding. Class "B" common shares have the same rights as common shares except for being entitled to 1/10th of a vote per share.

Common stock held by the ESSOP is classified as a charge to the common shareholders' equity account until it is allocated to participating employees' accounts contemporaneously with the repayment of the ESSOP debt incurred for its acquisition. Such unallocated shares are not considered outstanding for purposes of calculating earnings per share. Dividends on unallocated shares are used to pay debt service costs.

Cash Dividend Restrictions - The payment of cash dividends by the Company is principally dependent upon the amount of its insurance subsidiaries' statutory policyholders' surplus available for dividend distribution. The insurance subsidiaries' ability to pay cash dividends to the parent company is in turn generally restricted by law or subject to approval of the insurance regulatory authorities. These authorities recognize only statutory accounting practices for determining financial position, results of operations, and the ability of an insurer to pay dividends to its shareholders. Based on year-end 2021 data, the maximum amount of dividends payable to the parent company by its insurance and a small number of non-insurance company subsidiaries during 2022 without the prior approval of appropriate regulatory authorities is approximately $982.0. Ordinary cash dividends declared during 2021, 2020 and 2019 to the parent company by its subsidiaries amounted to $566.7, $472.4 and $399.5, respectively. In addition to ordinary dividends, the Company's principal mortgage insurance subsidiaries sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $100.0 and $37.7 during 2021 and 2020, respectively.

Cash Dividends - In addition to regular cash dividends, the Company's Board of Directors declared special cash dividends of $1.50 per share in August 2021 (paid on October 6, 2021) and $1.00 per share in December 2020 (paid on January 15, 2021) and in August 2019 (paid on September 16, 2019).

Note 12 - Commitments and Contingent Liabilities

General - In the normal course of business, the Company and its subsidiaries are subject to various contingent liabilities, including possible income tax assessments resulting from tax law interpretations or issues raised by taxing or regulatory authorities in their regular examinations, catastrophic claim occurrences not indemnified by reinsurers such as noted in Note 5, or failure to collect all amounts on its investments or balances due from assureds and reinsurers. The Company does not have a basis for anticipating any significant losses or costs that could result from any known or existing contingencies.

From time to time, in order to assure possible liquidity needs, the Company may guaranty the timely payment of principal and/or interest on certain intercompany balances, debt, or other securities held by some of its insurance and non-insurance affiliates. At December 31, 2021, the aggregate principal amount of such guaranties was $12.5.

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

Note 13 - Leases

Several of the Company's subsidiaries maintain their offices in leased premises. A number of these leases provide for the payment of real estate taxes, insurance, and other operating expenses. In addition, many of the subsidiaries

also lease equipment for use in their businesses. Substantially all of the Company's leases are classified as operating leases.

Effective January 1, 2019, the Company adopted new lease accounting guidance issued by the FASB which requires the balance sheet recognition of all leases with a term greater than 12 months. The Company’s adoption of this standard resulted in the establishment of a right of use asset ($226.9) and corresponding lease liability ($241.4) equal to the present value of future lease payments, reflected within sundry assets and liabilities in the consolidated balance sheets. Furthermore, the Company recognized $18.4, net of tax, in previously deferred gains associated with sale leaseback transactions as an adjustment to beginning retained earnings.

The Company has made certain elections available under the guidance, primarily regarding lease classification and the treatment of certain lease executory costs resulting in an immaterial effect on the Company’s consolidated financial statements. In determining the lease liability, the Company estimated the discount rate (weighted average 5.03%) for each lease based upon the type of underlying asset and remaining term (weighted average 7.1 years). Total lease costs were $75.6, $73.9 and $73.0 in 2021, 2020 and 2019, respectively. Fixed lease payments for 2021, 2020 and 2019 were $65.0, $64.0 and $64.9, respectively.

The following table presents a summary of future undiscounted lease payments as of the dates shown:

																	Lease
	Year 1		Year 2		Year 3		Year 4		Year 5		Thereafter		Total		Discount		Liability
December 31, 2021	$	61.6	$	52.8	$	43.2	$	35.6	$	23.4	$	91.7	$	308.5	$	72.0	$	236.5
December 31, 2020	$	61.3	$	54.0	$	43.7	$	34.0	$	27.1	$	96.4	$	316.8	$	69.3	$	247.6

Note 14 - Consolidated Quarterly Results - Unaudited

Old Republic's consolidated quarterly operating results for the two years ended December 31, 2021 is presented below. In management's opinion, however, quarterly operating results for insurance enterprises such as the Company are not indicative of results to be achieved in succeeding quarters or years. The long-term nature of the insurance business, seasonal and cyclical factors affecting premium production, the fortuitous nature and, at times, delayed emergence of claims, and changes in yields on invested assets are some of the factors necessitating a review of operating results, changes in shareholders' equity, and cash flows for periods of several years to obtain a proper indicator of performance trends. The information below should be read in conjunction with the "Management Analysis of Financial Position and Results of Operations".

In management's opinion, normal recurring adjustments necessary for a fair statement of quarterly results have been reflected in the information which follows.

	1st<br>Quarter		2nd<br>Quarter		3rd<br>Quarter		4th<br>Quarter
Year Ended December 31, 2021:
Operating Summary:
Net premiums, fees, and other income	$	1,875.2	$	2,025.1	$	2,093.2	$	2,155.5
Net investment income and investment gains (losses)	479.8		228.6		(81.0)		564.9
Total revenues	2,355.0		2,253.7		2,012.2		2,720.5
Benefits, claims, and expenses	1,724.4		1,857.7		1,906.2		1,931.0
Net income (loss)	$	502.1	$	316.4	$	88.7	$	627.0
Net income (loss) per share: Basic	$	1.68	$	1.06	$	.29	$	2.07
Diluted	$	1.68	$	1.05	$	.29	$	2.06
Average shares outstanding:
Basic	298,753,131		299,934,621		301,577,493		302,589,671
Diluted	299,693,514		302,328,012		303,539,358		304,351,209
Year Ended December 31, 2020:
---	---	---	---	---	---	---	---	---
Operating Summary:
Net premiums, fees, and other income	$	1,594.0	$	1,571.5	$	1,764.6	$	1,938.8
Net investment income and investment gains (losses)	(830.0)		455.4		187.1		484.3
Total revenues	764.0		2,027.0		1,951.7		2,423.2
Benefits, claims, and expenses	1,534.0		1,527.8		1,644.7		1,770.9
Net income (loss)	$	(604.8)	$	397.7	$	246.0	$	519.7
Net income (loss) per share: Basic	$	(2.01)	$	1.34	$	.83	$	1.74
Diluted	$	(2.01)	$	1.34	$	.83	$	1.74
Average shares outstanding:
Basic	300,280,398		297,523,559		297,729,418		297,960,133
Diluted	300,280,398		297,776,315		297,990,822		298,474,209

Note 15 - Information About Segments of Business

The Company is engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into three major segments: General Insurance (property and liability insurance), Title Insurance and RFIG Run-off. The results of a small life and accident insurance business are included within the Corporate & Other caption of this report.

The Company does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals.

General Insurance provides property and liability insurance primarily to commercial clients. Old Republic does not have a meaningful participation in personal insurance coverages. Commercial automobile (mostly trucking) and workers' compensation are the largest types of coverages underwritten by General Insurance, accounting for 37.3% and 22.8%, respectively, of the segment's direct premiums written in 2021. The remaining premiums written by General Insurance are derived largely from a wide variety of coverages, including general liability, general aviation, directors and officers indemnity, fidelity and surety indemnities, and home and auto warranties.

Title Insurance consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policies insure against losses arising out of defects, liens and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy.

Private mortgage insurance produced by RFIG Run-off protects mortgage lenders and investors from default related losses on residential mortgage loans made primarily to homebuyers who make down payments of less than 20% of the home's purchase price. The RFIG Run-off mortgage guaranty operations insures only first mortgage loans, primarily on residential properties incorporating one-to-four family dwelling units.

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

In management's opinion, the focus on income (loss) excluding net investment gains (losses), also described herein as segment pretax operating income (loss), provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of net realized investment gains (losses) in net income (loss) can mask trends in operating results. That is because their realization is, more often than not, highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations in reported net income (loss).

The accounting policies of the segments parallel those described in the summary of significant accounting policies pertinent thereto.

Segmented and Consolidated Results
Years Ended December 31:	2021		2020		2019
General Insurance:
Net premiums earned	$	3,555.5	$	3,394.2	$	3,432.4
Net investment income and other income	486.9		482.6		488.4
Total revenues excluding investment gains (losses)	$	4,042.5	$	3,876.8	$	3,920.8
Segment pretax operating income (loss) (a)	$	589.6	$	439.8	$	370.2
Income tax expense (credits) on above	$	116.1	$	82.6	$	69.9
Title Insurance:
Net premiums earned	$	3,960.5	$	2,894.4	$	2,414.8
Title, escrow and other fees	443.8		391.9		321.1
Sub-total	4,404.3		3,286.3		2,736.0
Net investment income and other income	44.9		42.9		42.1
Total revenues excluding investment gains (losses)	$	4,449.3	$	3,329.3	$	2,778.1
Segment pretax operating income (loss) (a)	$	515.7	$	344.0	$	230.8
Income tax expense (credits) on above	$	110.2	$	72.0	$	49.5
RFIG Run-off
Net premiums earned	$	32.6	$	45.1	$	59.2
Net investment income and other income	11.4		15.2		17.6
Total revenues excluding investment gains (losses)	$	44.1	$	60.4	$	76.8
Segment pretax operating income (loss)	$	32.8	$	9.8	$	30.3
Income tax expense (credits) on above	$	6.4	$	1.5	$	5.8	Consolidated Revenues:
---	---	---	---	---	---	---
Total revenues of Company segments	$	8,536.0	$	7,266.6	$	6,775.9
Other sources (b)	166.6		149.6		170.0
Consolidated investment gains (losses):
Realized from actual transactions and impairments	6.9		14.2		36.6
Unrealized from changes in fair value of equity securities	751.1		(156.2)		599.5
Total realized and unrealized investment gains (losses)	758.0		(142.0)		636.1
Consolidation elimination adjustments	(119.0)		(108.2)		(121.4)
Consolidated revenues	$	9,341.6	$	7,166.0	$	7,460.5
Consolidated Pretax Income (Loss):
Total segment pretax operating income (loss) of
Company segments	$	1,138.2	$	793.7	$	631.4
Other sources - net (b)	25.7		36.7		54.8
Consolidated investment gains (losses):
Realized from actual transactions and impairments	6.9		14.2		36.6
Unrealized from changes in fair value of equity securities	751.1		(156.2)		599.5
Total realized and unrealized investment gains (losses)	758.0		(142.0)		636.1
Consolidated income (loss) before income taxes (credits)	$	1,922.1	$	688.4	$	1,322.4	Consolidated Income Tax Expense (Credits):
---	---	---	---	---	---	---
Total income tax expense (credits) of Company segments	$	232.8	$	156.2	$	125.3
Other sources - net (b)	(4.7)		3.4		6.6
Income tax expense (credits) on consolidated realized
and unrealized investment gains (losses)	159.6		(29.8)		133.8
Consolidated income tax expense (credits)	$	387.7	$	129.7	$	265.9
December 31:	2021		2020
---	---	---	---	---
Consolidated Assets:
General Insurance	$	20,660.9	$	19,226.1
Title Insurance	2,234.2		1,920.9
RFIG Run-off	516.4		582.9
Total assets of company segments	23,411.6		21,730.0
Other assets (b)	1,716.3		1,318.2
Consolidation elimination adjustments	(146.1)		(233.0)
Consolidated assets	$	24,981.8	$	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 - $63.5, $63.0 and $71.5 for the years ended December 31, 2021, 2020, and 2019, respectively; Title - $1.9, $2.8 and $5.5 for the years ended December 31, 2021, 2020, and 2019, 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.

Note 16 - Transactions with Affiliates

The Company is affiliated with a policyholder owned mutual insurer, American Business & Mercantile Insurance Mutual, Inc. ("AB&M" or "the Mutual") whose formation it sponsored in 1981. The Mutual is managed through a service agreement with several Old Republic subsidiaries. AB&M's underwriting operations are limited to certain types of coverages not provided by Old Republic, and to a small amount of intercompany reinsurance placements. The following table shows certain unaudited information reflective of such business:

	Assumed from Old Republic						Ceded to Old Republic
Years Ended December 31:	2021		2020		2019		2021		2020		2019
Premiums earned	$	1.5	$	3.6	$	3.2	$	.2	$	.3	$	.4
Commissions and fees	.4		1.1		1.0		—		—		—
Losses and loss expenses	1.1		2.4		(.5)		.5		.8		(.2)
Loss and loss expense reserves	8.5		8.7		10.5		3.1		3.9		3.4
Unearned premiums	$	—	$	—	$	—	$	—	$	—	$	—

As of December 31, 2021 and 2020, the Mutual's statutory capital included surplus notes due to Old Republic of $10.5 out of total statutory capital of $56.8 and $44.3, respectively.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Old Republic International Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Old Republic International Corporation and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, preferred stock and common shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedules I to VI (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1)

relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimation of liability for losses, claims, and settlement expenses

As discussed in Note 1 to the consolidated financial statements, the Company estimates the liability for losses, claims, and settlement expenses using a number of considerations to determine its best estimate of the cost of settling claims reported and claims incurred but not reported. The Company estimates the liability by applying expected claim ratios by line of business to the related earned premium revenue. The Company’s liability for losses, claims, and settlement expenses (reserves) at December 31, 2021 was $11,425.5 million.

We identified the estimation of the liability for losses, claims, and settlement expenses as a critical audit matter. The assessment of the estimates of the reserves involved a high degree of judgment due to the inherent uncertainty in determining certain assumptions, including expected claim ratios. The expected claim ratios used in the estimate may be affected by various internal and external considerations, including loss trends, premium rate trends and adequacy, interest rates, and social and economic trends. Specialized skills and knowledge were required to assess the Company’s estimate of the reserves.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process for estimating the liability for losses, claims, and settlement expense. This included controls related to the development of the expected claim ratios as well as comparison of the recorded reserves based on expected claim ratios to the Company’s actuarially derived reserves. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

•Assessing the Company’s reserving methodologies by comparing to methods consistent with actuarial standards of practice

•Evaluating the Company’s estimates by developing independent analyses for certain reserve groups using the Company’s underlying historical claims data

•Assessing the Company’s internally prepared actuarial analyses for other reserve groups by inspecting the assumptions and actuarial methods utilized in comparison to internal experience and related industry trends

•Developing an independent consolidated range of reserves based on actuarial methodologies and comparing to the Company’s recorded reserves

•Assessing year-over-year movements of the Company’s recorded reserves within the independently developed actuarial range.

/s/ KPMG LLP

We have served as the Company’s auditor since 2010.

Chicago, Illinois

February 28, 2022

Management's Responsibility for Financial Statements

Management is responsible for the preparation of the Company's consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements reasonably present the Company's financial position and results of operations in conformity with generally accepted accounting principles. Management also has included in the Company's financial statement amounts that are based on estimates and judgments which it believes are reasonable under the circumstances.

The independent registered public accounting firm has advised that they audit the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, as stated in its reports, included herein.

The Board of Directors of the Company has an Audit Committee composed of eight non-management Directors. The committee meets periodically with financial management, the internal auditors and the independent registered public accounting firm to review accounting, control, auditing and financial reporting matters.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A - 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 annual report. Based upon their evaluation, the principal executive officer and principal accounting 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 December 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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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.

Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2021. KPMG LLP (PCAOB ID 185), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021. Their report is shown on page 83 in this Annual Report.

Item 9B - Other Information

Pursuant to the requirements of Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company has filed the Annual CEO Certification with the New York Stock Exchange on June 10, 2021.

Item 10 - Directors, Executive Officers, and Corporate Governance

Information about our Executive Officers:

The following table sets forth certain information as of December 31, 2021, regarding the senior officers of the Company:

Name	Age	Position
Thomas A. Dare	60	Senior Vice President, Secretary and General Counsel since January 2021; served as Deputy General Counsel since June 2017.
W. Todd Gray	54	Senior Vice President and Treasurer since June 2018; Senior Vice President - Operations & Finance - Old Republic General Insurance Companies since September 2015. Prior to that, Mr. Gray was a senior executive at Oak Street Funding.
Stephen J. Oberst	54	Executive Vice President since October 2019; President and CEO at Old Republic Risk Management, Inc. which he joined in 1999.
Craig R. Smiddy	57	President and Chief Executive Officer since June 2018 and October 2019, respectively; President and Chief Operating Officer of Old Republic General Insurance Companies since August 2015 and August 2013, respectively. Prior to joining Old Republic, Mr. Smiddy was President of the Specialty Markets Division of Munich Reinsurance America, Inc.
Frank J. Sodaro	53	Senior Vice President and Chief Financial Officer since July 2021; served as Deputy Chief Financial Officer since June 2017.
Rande K. Yeager	73	Senior Vice President - Title Insurance since March 2003; Chairman and Chief Executive Officer of Old Republic Title Insurance Companies since July 2010 and March 2002 respectively.

The term of office of each officer of the Company expires on the date of the annual meeting of the board of directors, which is generally held in May of each year. There is no family relationship between any of the executive officers named above. Except as otherwise noted, each of these named officers have been employed in senior capacities with the Company and/or its subsidiaries for the past five years.

The Company will file with the Commission a definitive proxy statement pursuant to Regulation 14a in connection with its Annual Meeting of Shareholders to be held on May 26, 2022. A list of Directors appears on the "Signature" page of this report. Information about the Company's directors is contained in the Company's definitive proxy statement for the 2021 Annual Meeting of shareholders, which is incorporated herein by reference.

The Company has adopted a Code of Business Conduct and Ethics (the code of ethics) that applies to all employees, including executive officers and directors. The code of ethics is available on the Governance section of the Company's website at www.oldrepublic.com. Where permitted, disclosure of any waivers or amendments of the code of ethics will be made on the Company's website rather than by filing a current report on Form 8-K.

Item 11 - Executive Compensation

Information with respect to this Item is incorporated herein by reference to the section entitled "Executive Compensation" in the Company's proxy statement in connection with the Annual Meeting of Shareholders to be held on May 26, 2022, which will be on file with the Commission.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to this Item is incorporated herein by reference to the sections entitled "General Information" and "Principal Holders of Securities" in the Company's proxy statement to be filed with the Commission in connection with the Annual Meeting of Shareholders to be held on May 26, 2022.

Item 13 - Certain Relationships and Related Transactions

Information with respect to this Item is incorporated herein by reference to the sections entitled "Procedures for the Approval of Related Person Transactions" and "The Board of Directors Responsibilities and Independence" contained in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 26, 2022, which will be on file with the Commission.

Item 14 - Principal Accountant Fees and Services

Information with respect to this Item is incorporated herein by reference to the paragraphs following Item 2 concerning the "Ratification of the Selection of an Independent Registered Public Accounting Firm" contained in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 26, 2022, which will be on file with the Commission.

PART IV

Item 15 - Exhibits

Documents filed as a part of this report:

Financial statements: See Item 8, Index to Financial Statements.
See exhibit index on page 100 of this report.
Financial Statement Schedules.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 (Name, Title or Principal Capacity, and Date).

(Registrant): Old Republic International Corporation

By:	/s/ Craig R. Smiddy	02/28/2022
	Craig R. Smiddy, President, Chief Executive Officer and Director	Date	By:	/s/ Frank J. Sodaro	02/28/2022
---	---	---
	Frank J. Sodaro, Senior Vice President,	Date
	Chief Financial Officer and
	Principal Accounting Officer

_____________________________________________________________________________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (Name, Title or Principal Capacity, and Date).

/s/ Barbara A. Adachi	/s/ Spencer LeRoy, III
Barbara A. Adachi, Director*	Spencer LeRoy, III, Director*
/s/ Steven J. Bateman	/s/ Peter B. McNitt
Steven J. Bateman, Director*	Peter B. McNitt, Director*
/s/ Lisa J. Caldwell	/s/ Glenn W. Reed
Lisa J. Caldwell, Director*	Glenn W. Reed, Director*
/s/ Jimmy A. Dew	/s/ Arnold L. Steiner
Jimmy A. Dew, Director*	Arnold L. Steiner, Director*
/s/ John M. Dixon	/s/ Fredricka Taubitz
John M. Dixon, Director*	Fredricka Taubitz, Director*
/s/ Michael D. Kennedy	/s/ Steven R. Walker
Michael D. Kennedy, Director*	Steven R. Walker, Director*
/s/ Charles J. Kovaleski
Charles J. Kovaleski, Director*

* By /s/ Craig R. Smiddy

Attorney-in-fact

Date: February 28, 2022

INDEX TO FINANCIAL STATEMENT SCHEDULES
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
Schedule	I -	Summary of Investments - Other than Investments in Related Parties as of December 31, 2021
Schedule	II -	Condensed Financial Information of Registrant as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Schedule	III -	Supplementary Insurance Information for the years ended December 31, 2021, 2020 and 2019
Schedule	IV -	Reinsurance for the years ended December 31, 2021, 2020 and 2019
Schedule	V -	Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019
Schedule	VI -	Supplemental Information Concerning Property - Casualty Insurance Operations for the years ended December 31, 2021, 2020 and 2019
Schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements, notes thereto, or elsewhere herein.
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
---	---	---	---	---	---
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
As of December 31, 2021
( in Millions)
Column A		Column C		Column D
Type of investment		Fair<br>Value		Amount at<br>which shown<br>in balance<br>sheet
Available for sale:
Fixed maturity securities:
United States Government and
government agencies and authorities	1,930.0	$	1,965.7	$	1,965.7
States, municipalities and political subdivisions		989.2		989.2
Foreign government		192.7		192.7
Corporate, industrial and all other		7,527.9		7,527.9
		$	10,675.7	10,675.7
Short-term investments				565.7
Total				11,241.4
Equity securities:
Non-redeemable preferred stocks		$	1.2	1.2
Common stocks:
Banks, trusts and insurance companies		310.6		310.6
Industrial, miscellaneous and all other		4,818.3		4,818.3
Indexed mutual funds		172.6		172.6
		$	5,302.8	5,302.8
Other investments				32.0
Total Investments	14,803.0			$	16,576.3

All values are in US Dollars.

__________

(1) Represents original cost of equity securities, and as to fixed maturities, original cost reduced by repayments and adjusted for amortization of premium or accrual of discount.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
( in Millions)

		2020
Assets:
Bonds and notes	10.5	$	10.5
Short-term investments		32.7
Cash		1.9
Investments in, and indebtedness of related parties		7,668.0
Other assets		113.9
Total Assets	8,669.8	$	7,827.1
Liabilities and Common Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses	84.4	$	530.3
Debt and debt equivalents		964.2
Indebtedness to affiliates and subsidiaries		145.7
Commitments and contingent liabilities
Total Liabilities		1,640.4
Common Shareholders' Equity:
Common stock		304.1
Additional paid-in capital		1,306.9
Retained earnings		4,394.8
Accumulated other comprehensive income (loss)		284.0
Unallocated ESSOP shares (at cost)		(103.2)
Total Common Shareholders' Equity		6,186.6
Total Liabilities and Common Shareholders' Equity	8,669.8	$	7,827.1

All values are in US Dollars.

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
( in Millions)

		2020		2019
Revenues:
Investment income from subsidiaries	100.3	$	89.5	$	105.1
Real estate and other income		4.6		5.0
Other investment income		.4		.9
Realized investment gains (losses)		—		(.2)
Total revenues		94.7		110.9
Expenses:
Interest - subsidiaries		3.8		3.1
Interest - other		42.3		42.9
Real estate and other expenses		4.8		4.7
General expenses, taxes and fees		14.6		13.4
Total expenses		65.7		64.3
Revenues, net of expenses		29.0		46.6
Federal income taxes (credits)		5.0		8.8
Income (loss) before equity in earnings (losses) of subsidiaries		23.9		37.7
Equity in Earnings (Losses) of Subsidiaries:
Dividends received		472.4		411.8
Earnings (losses) in excess of dividends		62.3		606.9
Net Income (Loss)	1,534.3	$	558.6	$	1,056.4

All values are in US Dollars.

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
( in Millions)

		2020		2019
Cash flows from operating activities:
Net income (loss)	1,534.3	$	558.6	$	1,056.4
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Accounts receivable		.3		(.7)
Income taxes - net		4.4		.4
Excess of equity in net (income) loss
of subsidiaries over cash dividends received		(62.3)		(620.0)
Realized investment (gains) losses		—		.2
Accounts payable, accrued expenses and other		4.6		(1.0)
Total		505.7		435.3
Cash flows from investing activities:
Sale of fixed assets for company use		—		.4
Purchase of fixed assets for company use		(3.2)		—
Net repayment (issuance) of notes to related parties		(275.0)		102.5
Net decrease (increase) in short-term investments		(15.6)		(10.8)
Investment in, and indebtedness of related parties-net		37.7		10.9
Total		(256.1)		103.0
Cash flows from financing activities:
Issuance of debt		—		—
Net receipt (repayment) of notes and loans from related parties		48.4		(10.3)
Issuance of common shares		6.7		13.8
Redemption of debentures and notes		(6.5)		(6.5)
Purchase of unallocated ESSOP shares		(50.0)		—
Dividends on common shares		(250.1)		(538.7)
Other - net		1.8		.2
Total		(249.6)		(541.5)
Increase (decrease) in cash		—		(3.1)
Cash, beginning of year		1.9		5.0
Cash, end of year	2.0	$	1.9	$	1.9

All values are in US Dollars.

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL STATEMENTS
($ in Millions)

Note 1 - Summary of Significant Accounting Policies

Old Republic International Corporation's ("the Company" or "Old Republic") condensed financial statements are presented in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP") and should be read in conjunction with the consolidated financial statements and notes thereto of Old Republic International Corporation and Subsidiaries included in its Annual Report on Form 10-K.

Note 2 - Investments in Consolidated Subsidiaries

Old Republic International Corporation's investments in consolidated subsidiaries are reflected in the condensed financial statements in accordance with the equity method of accounting. Undistributed earnings in excess of dividends received are recorded as separate line items in the condensed statements of income.

Note 3 - Debt

On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850% per year and mature on June 11, 2051.

On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875% per year and mature on August 26, 2026.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the Years Ended December 31, 2021, 2020 and 2019
( in Millions)
Column A		Column C		Column D		Column E		Column F
Segment		Losses,<br>Claims and<br>Settlement<br>Expenses		Unearned<br>Premiums		Other<br>Policyholders'<br>Benefits and<br>Funds		Premium<br>Revenue
Year Ended December 31, 2021:
Insurance Underwriting:
General Insurance	349.9	$	6,587.0	$	1,870.7	$	133.6	$	3,555.5
Title Insurance		594.2		—		6.2		3,960.5
RFIG Run-off		111.2		.2		—		32.6
Corporate & Other (1)		7.6		—		41.3		11.0
Reinsurance Recoverable (2)		4,125.3		688.4		11.3		—
Consolidated	350.4	$	11,425.5	$	2,559.4	$	192.6	$	7,559.8
Year Ended December 31, 2020:
Insurance Underwriting:
General Insurance	327.2	$	6,328.0	$	1,765.2	$	133.8	$	3,394.2
Title Insurance		556.1		—		6.5		2,894.4
RFIG Run-off		127.6		.4		—		45.1
Corporate & Other (1)		8.6		—		42.4		12.0
Reinsurance Recoverable (2)		3,650.5		631.4		13.1		—
Consolidated	328.0	$	10,671.0	$	2,397.1	$	195.9	$	6,345.8
Year Ended December 31, 2019:
Insurance Underwriting:
General Insurance	324.0	$	6,021.3	$	1,733.0	$	129.1	$	3,432.4
Title Insurance		530.9		—		6.0		2,414.8
RFIG Run-off		118.9		1.3		—		59.2
Corporate & Other (1)		8.4		—		44.0		13.4
Reinsurance Recoverable (2)		3,249.7		490.4		15.1		—
Consolidated	325.4	$	9,929.5	$	2,224.7	$	194.4	$	5,919.9

All values are in US Dollars.

__________

(1)Includes amounts for a small life and accident insurance business as well as those of the parent holding company, its internal corporate services subsidiaries and consolidation elimination adjustments.

(2)In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $4.8 billion, $4.2 billion, and $3.7 billion at December 31, 2021, 2020 and 2019, respectively. This accounting treatment does not have any effect on the Company's results of operations.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the Years Ended December 31, 2021, 2020 and 2019
( in Millions)
Column A		Column H		Column I		Column J		Column K
Segment		Benefits,<br>Claims,<br>Losses and<br>Settlement<br>Expenses		Amortization<br>of Deferred<br>Policy<br>Acquisition<br>Costs		Other<br>Operating<br>Expenses		Premiums<br>Written
Year Ended December 31, 2021:
Insurance Underwriting:
General Insurance	342.4	$	2,303.1	$	501.9	$	648.0	$	3,680.9
Title Insurance		112.9		—		3,820.6		3,960.5
RFIG Run-off		(1.7)		—		13.0		32.4
Corporate & Other (1)		6.5		.3		14.5		10.9
Reinsurance Recoverable (2)		—		—		—		—
Consolidated	434.3	$	2,420.9	$	502.2	$	4,496.3	$	7,685.0
Year Ended December 31, 2020:
Insurance Underwriting:
General Insurance	352.2	$	2,372.0	$	500.9	$	564.0	$	3,431.3
Title Insurance		75.3		—		2,909.9		2,894.4
RFIG Run-off		36.9		—		13.6		44.3
Corporate & Other (1)		7.1		.5		(3.1)		12.0
Reinsurance Recoverable (2)		—		—		—		—
Consolidated	438.9	$	2,491.4	$	501.5	$	3,484.5	$	6,382.1
Year Ended December 31, 2019:
Insurance Underwriting:
General Insurance	356.4	$	2,464.6	$	531.5	$	554.3	$	3,469.0
Title Insurance		67.4		—		2,479.8		2,414.8
RFIG Run-off		31.7		—		14.8		57.5
Corporate & Other (1)		8.8		.7		(15.9)		13.3
Reinsurance Recoverable (2)		—		—		—		—
Consolidated	450.7	$	2,572.7	$	532.2	$	3,033.1	$	5,954.8

All values are in US Dollars.

__________

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
For the years ended December 31, 2021, 2020 and 2019
( in Millions)
Column A		Column C		Column D		Column E		Column F
		Ceded<br>to Other<br>Companies		Assumed<br>from Oher<br>Companies		Net<br>Amount		Percentage<br>of Amount<br>Assumed<br>to Net
Year Ended December 31, 2021:
Life insurance in force	1,473.2	$	878.5	$	—	$	594.6	—	%
Premium Revenues:
General Insurance	5,509.1	$	2,027.3	$	73.7	$	3,555.5	2.1	%
Title Insurance		—		1.8		3,960.5		—
RFIG Run-off		—		—		32.6		—
Life and Health Insurance:
Life insurance		3.0		—		4.8		—
Accident and health insurance		9.0		—		6.1		—
Total Life & Health Insurance		12.1		—		11.0		—
Consolidating adjustments		(.4)		(.4)		—		—
Consolidated	9,523.6	$	2,039.0	$	75.1	$	7,559.8	1.0	%
Year Ended December 31, 2020:
Life insurance in force	1,665.7	$	936.8	$	—	$	728.8	—	%
Premium Revenues:
General Insurance	5,030.2	$	1,706.3	$	70.3	$	3,394.2	2.1	%
Title Insurance		.1		1.6		2,894.4		.1
RFIG Run-off		—		—		45.1		—
Life and Health Insurance:
Life insurance		2.4		—		5.3		—
Accident and health insurance		10.4		—		6.6		—
Total Life & Health Insurance		12.9		—		12.0		—
Consolidating adjustments		(.4)		(.4)		—		—
Consolidated	7,993.2	$	1,718.9	$	71.5	$	6,345.8	1.1	%
Year Ended December 31, 2019:
Life insurance in force	2,119.0	$	1,135.9	$	—	$	983.0	—	%
Premium Revenues:
General Insurance	4,857.0	$	1,481.1	$	56.4	$	3,432.4	1.6	%
Title Insurance		—		1.9		2,414.8		.1
RFIG Run-off		—		—		59.2		—
Life and Health Insurance:
Life insurance		3.8		—		5.7		—
Accident and health insurance		11.8		—		7.6		—
Total Life & Health Insurance		15.6		—		13.4		—
Consolidating adjustments		(.9)		(.9)		—		—
Consolidated	7,358.2	$	1,495.8	$	57.4	$	5,919.9	1.0	%

All values are in US Dollars.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2021, 2020 and 2019
( in Millions)
Column A		Column C				Column D		Column E
		Additions
Description		Charged to<br>Costs and<br>Expenses		Charged<br>to Other<br>Accounts -<br>Describe (1)		Deductions - <br>Describe		Balance at<br>End of<br>Period
Year Ended December 31, 2021:
Deducted from Asset Accounts:
Reserve for credit losses	36.5	$	3.5	$	—	$	—	$	40.1
Year Ended December 31, 2020:
Deducted from Asset Accounts:
Reserve for credit losses	—	$	6.4	$	30.1	$	—	$	36.5
Year Ended December 31, 2019:
Deducted from Asset Accounts:
Reserve for unrecoverable
reinsurance	—	$	—	$	—	$	—	$	—

All values are in US Dollars.

__________

(1)Relates to the Company's adoption of the FASB's current expected credit loss standard effective January 1, 2020.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
For the years ended December 31, 2021, 2020 and 2019
($ in Millions)		Column A	Column B		Column C			Column D			Column E
---	---	---	---	---	---	---	---	---	---	---
Affiliation With Registrant (1)	Deferred<br>Policy<br>Acquisition<br>Costs		Reserves<br>for Unpaid<br>Claims<br>and Claim<br>Adjustment<br>Expenses (2)			Discount,<br>If Any,<br>Deducted in<br>Column C			Unearned<br>Premiums (2)
Year Ended December 31:
2021	$	349.9	$	6,587.0		$	174.8		$	1,870.7
2020	327.2		6,328.0			196.9			1,765.2
2019	324.0		6,021.3			209.6			1,733.0
Column A	Column F		Column G			Column H
			Net<br>Investment<br>Income			Claims and Claim<br>Adjustment Expenses<br>Incurred Related to
Affiliation With Registrant (1)	Earned<br>Premiums				Current<br>Year			Prior<br>Years
Year Ended December 31:
2021	$	3,555.5	$	342.4		$	2,418.3		$	(137.9)
2020	3,394.2		352.2			2,380.5			(27.4)
2019	3,433.3		356.7			2,424.1			12.4
Column A	Column I		Column J			Column K
Affiliation With Registrant (1)	Amortization<br>of Deferred<br>Policy<br>Acquisition<br>Costs		Paid<br>Claims<br>and Claim<br>Adjustment<br>Expenses			Premiums<br>Written
Year Ended December 31:
2021	$	501.9	$	2,021.3		$	3,680.9
2020	500.9		2,046.3			3,431.3
2019	531.5		2,171.3			3,469.3

__________

(1) Includes consolidated property-casualty entities. The amounts relating to the Company's unconsolidated property-casualty subsidiaries and the proportionate share of the registrant's and its subsidiaries' 50%-or-less owned property-casualty equity investees are immaterial and have, therefore, been omitted from this schedule.

(2) See note (2) to Schedule III.

EXHIBIT INDEX
	An index of exhibits required by Item 601 of Regulation S-K follows:
(3)	Articles of incorporation and by-laws.
	(A)	*	Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's June 30, 2014 report on Form 10-Q).
	(B)		Amended and Restated By-laws.
(4)	Instruments defining the rights of security holders, including indentures.
	(A)	*	Amended and Restated Rights Agreement dated as of June 26, 2017 between Old Republic International Corporation and Equinity Trust Company (as successor to Wells Fargo Bank, NA). (Exhibit 4.1 to Registrant's Form 8-A/A filed August 28, 2017).
	(B)	*	Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) to Registrant's Form 8 dated August 28, 1987).
	(C)	*	Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee (refiled as Exhibit 4.1 to Registrant's Form 8-K filed April 22, 2009).
	(D)	*	Supplemental Indenture No. 1 dated as of June 15, 1997, supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form 8-A filed June 16, 1997).
	(E)	*	Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form S-3/A filed January 7, 1998).
	(F)	*	Fifth Supplemental Indenture dated as of September 25, 2014 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed September 25, 2014).
	(G)	*	Sixth Supplemental Indenture dated as of August 26, 2016 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed August 26, 2016).
	(H)	*	Seventh Supplemental Indenture dated as of June 11, 2021 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed June 8, 2021).
	(I)	*	Description of Common Stock of the Registrant.(Exhibit 4(H) to R egistrant's Annual Rep ort on Form 10-K for 2019).
(10)	Material contracts.
**	(A)	*	Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant's Annual Report on Form 10-K for 2018 ).
**	(B)	*	Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan. (Exhibit 10(a) to Registrant's March 31, 2014 report on Form 10-Q).
**	(C)	*	Old Republic International Corporation 2016 Incentive Compensation Plan. (Exhibit 99.1 to Registrant's Form 8-K filed May 28, 2015).
**	(D)	*	Forms of Agreement for Old Republic International Corporation to use as a Sign-On Restricted Stock Award or as a Restricted Stock Award for awards granted to certain employees or officers of the Registrant or its Subsidiaries. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2017).
**	(E)	*	Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2018.)
	(F)	*	Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. (Exhibit 10(a) to Registrant's March 31, 2013 report on Form 10-Q).

(Exhibit Index, Continued)

(21)	Subsidiaries of the registrant.
(23.1)	Consent of KPMG LLP.
(24)	Powers of attorney.
(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 Sarbannes-Oxley Act of 2002.
(31.2)	Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbannes-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 Sarbannes-Oxley Act of 2002.
(32.2)	Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002.
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* Exhibit incorporated herein by reference.

** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

101

amendedandrestatedbylaws

OLD REPUBLIC INTERNATIONAL CORPORATION AMENDED & RESTATED BY-LAWS November 19, 2021 OFFICES Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware, or at no place, solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of Delaware, as shall be designated from time to time by the board of directors and stated in the notice of the meeting. As used in these Amended and Restated Bylaws, any reference to the place of any meeting of stockholders for any purpose shall mean the location of such place, or no place if the meeting is held solely by means of remote communication, as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The chairman shall preside at all meetings of the stockholders. In the absence of the chairman, the chief executive officer or other individual designated by the board of directors shall preside. ARTICLE I ARTICLE II

2 – Section 2. (a) Annual meetings of the stockholders shall be held on the last Friday of May, if not a legal holiday, then on the next secular day preceding at 3:00 p.m., or on such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect the class of the board of directors to be elected, and transact such other business as may properly be brought before the meetings. (b) Subject to the requirements of this Section 2(b), the corporation shall include in its proxy statement and on its proxy card for any annual meeting of stockholders the name of any nominee for election to the board of directors who is properly submitted pursuant to this Section 2(b) (each a “Nominee”) provided that (i) timely written notice of such Nominee satisfying this Section 2(b) (“Nomination Notice”) is delivered to the corporation by or on behalf of a stockholder or group of stockholders who, at the time the Nomination Notice is delivered, satisfy the ownership and other requirements of this Section 2(b) (such stockholder or stockholders, the “Eligible Stockholder”), (ii) the Eligible Stockholder expressly elects in writing at the time of providing the Nomination Notice to have its nominee included in the corporation’s proxy materials pursuant to this Section 2(b), and (iii) the Eligible Stockholder and the Nominee otherwise satisfy each of the requirements of this Section 2(b). (i) To be timely, an Eligible Stockholder’s Nomination Notice must have been delivered to or mailed and received at the principal executive offices of the corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date of the proxy statement for the corporation’s immediately preceding annual meeting of stockholders. In no event shall the adjournment or postponement of an annual meeting, or the public disclosure thereof, commence a new time period (or extend any time period) for the giving of a Nomination Notice. (ii) In addition to including the name of the Nominee in the corporation’s proxy materials for the annual meeting, the corporation also shall include (A) the information concerning the Nominee and the Eligible Stockholder that is required to be disclosed in the corporation’s proxy statement pursuant to Section 14 of the Securities Exchange Act of 1934,

3 – as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (B) at the option of the Eligible Shareholder, a Statement (defined below) (collectively, the “Required Information”). Nothing in this Section 2(b) shall limit the corporation’s ability to solicit against and include in its proxy statement its own statements relating to any Nominee. (iii) The maximum number of Nominees that may be included in the corporation’s proxy materials pursuant to this Section 2(b) shall not exceed 20% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section 2(b), rounded down to the nearest whole number but not less than two (the “Permitted Number”). The Permitted Number shall be reduced by (1) any nominee who was submitted by an Eligible Stockholder for inclusion pursuant to this Section 2(b) but who is either subsequently withdrawn following nomination hereunder or nominated by the board of directors for inclusion as a director nominee in the corporation’s proxy materials; (2) incumbent directors who were Nominees at any of the preceding two annual meetings of stockholders and whose reelection at the upcoming annual meeting is being recommended by the board of directors; or (3) incumbent directors or director candidates (including, without limitation, candidates who are not Nominees) who in either case will be included in the corporation’s proxy materials with respect to such annual meeting as unopposed (by the corporation) nominees pursuant to any agreement, arrangement or other understanding with any stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of capital stock, by the stockholder or group of stockholders, from the corporation). In the event that one or more vacancies for any reason occurs on the board of directors after the nomination deadline but prior to the date of the annual meeting of stockholders, and the board of directors resolves to reduce the size of the board of directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced. In the event that the number of Nominees submitted by Eligible Stockholders pursuant to this Section 2(b) exceeds the Permitted Number, each Eligible Stockholder shall select one Nominee for inclusion in the corporation’s proxy materials until the Permitted Number is reached, going in order of the amount (greatest to least) of voting power of the corporation’s capital stock entitled to vote

4 – on the election of directors as disclosed in the Nomination Notice. (iv) An Eligible Stockholder must have owned (as defined below) continuously for at least 3 years a number of shares that represents 3% or more of the total voting power of the corporation’s outstanding shares of capital stock entitled to vote in the election of directors as of the most recent date for which such amount is given in any filing by the corporation with the Securities and Exchange Commission prior to the submission of the Nomination Notice (the “Required Shares”) as of both the date the Nomination Notice is timely delivered to or received by the corporation and the record date for determining stockholders entitled to vote at the annual meeting and must continue to own the Required Shares through the date of the annual meeting. For purposes of satisfying the ownership requirement under this Section 2(b), the voting power represented by the shares of the corporation’s capital stock owned by one or more stockholders, or by the person or persons who own shares of the corporation’s capital stock and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20. If two or more funds are (A) under common management and investment control; (B) under common management and funded primarily by the same employer (or by a group of related employers that are under common control); or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, they shall be treated as one stockholder or person for the purpose of determining the aggregate number of stockholders. With respect to any one annual meeting of stockholders, no person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 2(b). (v) For purposes of this Section 2(b), an Eligible Stockholder shall be deemed to “own” only those outstanding shares of the corporation’s capital stock as to which the person possesses both (A) the full voting and investment rights pertaining to the shares; and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (1) sold by such person or any of its affiliates in any transaction that has not been settled or closed, (2) borrowed by such person or any of its affiliates for any purposes or

5 – purchased by such person or any of its affiliates pursuant to an agreement to resell, or (3) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such person or any of its affiliates, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (a) reducing in any manner, to any extent or at any time in the future, such person’s or affiliates’ full right to vote or direct the voting of any such shares and/or (b) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such person or affiliate. A person shall “own” shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which the person has (A) loaned such shares, provided that such person has the power to recall such shares on no more than 5 business days’ notice and recalls such loaned shares within 5 business days of being notified that its Nominee will be included in the corporation’s proxy materials for the relevant annual meeting of stockholders; or (B) delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. For purposes of this Section 2(b), the term “affiliate” shall have the meaning ascribed thereto in the regulations promulgated under the Exchange Act. (vi) An Eligible Stockholder must provide with its Nomination Notice the following information in writing to the Secretary of the corporation: (A) sufficient verification that, as of a date within 7 calendar days prior to the date the Nomination Notice is delivered to or received by the corporation, the Eligible Stockholder owns, and has owned continuously for the preceding 3 years, the Required Shares, and the Eligible Stockholder’s agreement to provide (1) within 5 business days after (x) the record date for the meeting (if, prior to the record date, the corporation (I) has made a public announcement of such record date or (II) delivered a written notice of the record date (including by electronic mail) to the Eligible Stockholder), or (y) the date on which the corporation delivered to the Eligible Stockholder written notice (including by electronic mail) of the record date (if such notice is provided after the record date), written statements from the record holder and any intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares

6 – through the record date, and (2) immediate notice if the Eligible Stockholder ceases to own any of the Required Shares prior to the date of the annual meeting; (B) documentation satisfactory to the corporation demonstrating that a group of funds are entitled to be treated as one stockholder or person for purposes of this Section 2(b); (C) a representation that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder hereunder): (1) intends to continue to own the Required Shares through the date of the annual meeting, (2) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the corporation, and does not presently have such intent, (3) has not nominated and will not nominate for election to the board of directors at the meeting any person other than the Nominee(s) being nominated pursuant to this Section 2(b), (4) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a- 1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Nominee(s) or a nominee of the board of directors, (5) will not distribute to any stockholder any form of proxy for the annual meeting other than the form distributed by the corporation, and (6) has provided and will provide facts, statements and other information in all communications with the corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (D) the written consent of each Nominee to be named in the corporation’s proxy statement as a nominee and to serve as a director if elected; (E) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission (the “SEC”) as required by Rule 14a-18 under the Exchange Act; (F) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and (G) an undertaking that the Eligible Stockholder agrees to: (1) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the corporation’s stockholders or out of the information that the Eligible Stockholder provides to the corporation, (2) indemnify and hold harmless the corporation and each of its directors, or its

7 – officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its directors, or its officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 2(b), and (3) comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the meeting. (vii) The Eligible Stockholder may with its Nomination Notice provide to the Secretary of the corporation, a written statement for inclusion in the corporation’s proxy statement for the annual meeting, not to exceed 500 words per Nominee, in support of each Nominee it names in its Nomination Notice (the “Statement”). Notwithstanding anything to the contrary contained in this Section 2(b), the corporation may omit from its proxy statement any information or Statement that it believes would violate any applicable law, rule, regulation, or listing standard. (viii) Within the time period specified in Section 2(b)(i), a Nominee must deliver to the Secretary of the corporation a written representation and agreement that the Nominee: (A) has read and agrees to adhere to the corporation’s Code of Business Conduct and Ethics, corporate governance guidelines, conflict of interest, confidentiality and stock ownership and securities trading policies, and any other publicly disclosed policies and guidelines applicable to directors, as well as any applicable law, rule or regulation or listing requirement; (B) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question that has not been disclosed to the corporation (a “Voting Commitment”); (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification (a “Compensation Arrangement”) in connection with such person’s nomination for director and/or service as a director, in each case that has not been disclosed to the corporation. At the request of the corporation, the Nominee must (A) complete, sign and submit all questionnaires required of the board of directors within 10 business days of receipt of each such questionnaire from the corporation; and (B)

8 – provide within 5 business days of the corporation’s request such additional information as the corporation determines may be necessary to permit the board of directors to determine whether such Nominee meets the requirements of this Section 2(b) and/or the corporation’s requirements with regard to qualifications and policies and guidelines applicable to members of the board of directors, including as required by paragraph (x) below. (ix) In the event that any information or communications provided by the Eligible Stockholder or Nominee to the corporation or its stockholders ceases to be true and correct in any respect or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Nominee, as the case may be, shall promptly notify the Secretary of the corporation of any such inaccuracy or omission in such previously provided information and of the information that is required to make such information or communication true and correct. (x) The corporation shall not be required to include pursuant to this Section 2(b), any Nominee in its proxy statement (or, if the proxy statement has already been filed, to allow the nomination of a Nominee, notwithstanding that proxies in respect of such vote may have been received by the corporation) if (A) the Eligible Stockholder has or is engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Nominee(s) or any other nominee, (B) the Nominee is determined by the board of directors not to be independent under the listing standards of each principal US exchange upon which the capital stock of the corporation is listed and any applicable rules of the SEC, (C) the Nominee’s election as a director would cause the corporation to be in violation of these By-laws, the corporation’s restated certificate of incorporation, the corporation’s Corporate Governance Guidelines or any other publicly disclosed document setting forth qualifications for members of the board of directors, the listing standards of the principal exchange upon which the corporation’s capital stock is traded, or any applicable state or federal law, rule or regulation, (D) the Nominee is or becomes a party to any undisclosed Voting Commitment or Compensation Arrangement, (E) the Nominee is or has been, within the past 3 years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act

9 – of 1914, (F) the Nominee’s then-current or within the preceding ten years’ business or personal interests creates a conflict of interest with the corporation or any of its subsidiaries that would cause such Nominee to violate any fiduciary duties of directors established pursuant to the laws of the State of Delaware, including but not limited to the duty of loyalty and duty of care; where any such determination on this matter shall be made in good faith by the board of directors following receipt of written advice from Delaware counsel jointly chosen by the corporation and the Eligible Stockholder, with a copy of such advice being concurrently provided to the Eligible Stockholder, (G) the Nominee is subject to any event specified in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), (H) the Nominee is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act, or (I) the Nominee or the applicable Eligible Stockholder shall have provided information to the corporation in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading or shall have breached its or their agreements, representations, undertakings, and/or obligations pursuant to this Section 2(b). (xi) Notwithstanding anything to the contrary set forth herein, if (A) the Nominee and/or the applicable Eligible Stockholder shall have breached its or their agreements, representations, undertakings and/or obligations pursuant to this Section 2(b), as determined by the board of directors; or (B) the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this Section 2(b), (x) the board of directors shall be entitled to declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the corporation and (y) the corporation shall not be required to include in its proxy materials any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder. (xii) Any Nominee who is included in the corporation’s proxy materials for a particular annual meeting of stockholders but: (A) withdraws from or becomes ineligible or unavailable for election at the annual meeting; or (B) does not receive at least 25% of votes cast in favor of his or her

10 – election, shall, in each case, be ineligible to be included in the corporation’s proxy materials as a Nominee pursuant to this Section 2(b) for the next two annual meetings of stockholders. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and location of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chief executive officer and shall be called by the chief executive officer or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and

11 – entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of at least one-third of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after

12 – three years from its date, unless the proxy provides for a longer period. Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all of the stockholders who have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken, or if the certificate of incorporation authorized the action to be taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the stockholders having not less than such percentage of the number of votes as may be authorized in the certificate of incorporation; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting by less than unanimous written consent. Section 12. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the board of directors to fix a record date. The board of directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the board of directors pursuant to the first sentence of this Section 12). If no record date has been fixed by the board of directors pursuant to the first sentence of this Section 12 or otherwise within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed

13 – written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or to any officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action. Section 13. In the event of the delivery, in the manner provided by Section 12, to the corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the corporation that the consents delivered to the corporation in accordance with Section 12 represent at least a minimum number of votes that would be necessary to take the corporate action. Nothing contained in this Section 13 shall in any way be construed to suggest or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation). Section 14. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated written consent received in accordance with Section 12, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the corporation in the manner prescribed in Section 12.

14 – Section 15. (a) Without qualification or limitation, subject to paragraph (c)(iv) of this Section 15, for any nominations or any other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by Section 16 of these By-laws), and timely updates and supplements thereof, in writing to the Secretary, and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must have been delivered to or mailed and received at the principal executive offices of the corporation by 5:00 p.m. Central time not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered to or mailed and received by 5:00 p.m. Central time not less than 90 days nor more than 120 days prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, not more than 10 days following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall any adjournment of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the board of directors is increased by the board of directors, and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 15(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed and received at the principal executive offices of the corporation by 5:00 p.m. Central time not later than 10 days following the day on which such public announcement is first made by the corporation.

15 – In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received at the principal executive offices of the corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than 8 business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other section of these By-laws shall not limit the corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder or under any other provision of the By-laws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and or resolutions proposed to be brought before a meeting of the stockholders. (b) Subject to paragraph (c)(iv) of this Section 15, in the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, provided that the stockholder gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by Section 16 of these By-laws), and timely updates and supplements thereof in each case in proper form, in writing, to the Secretary. To be timely for purposes of this paragraph (b), a stockholder’s notice must have been delivered to or mailed and received at the principal executive offices of the corporation by 5:00 p.m. Central time not less than 90 days nor more than 120 days prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, not more than 10 days following the day on which public announcement is first made of the date of the special meeting and, if applicable,

16 – of the nominees proposed by the board of directors to be elected at such meeting. In no event shall any adjournment of a special meeting of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received at the principal executive offices of the corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof. (c) (1) To be in proper form, a stockholder’s notice pursuant to this Section 15 must include the following, as applicable. A. As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal, as applicable, is made, a stockholder’s notice must set forth: (1) the name and address of such stockholder, as they appear on the corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, including other stockholders, (2) (I) the class or series and number of shares of the corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, including other stockholders, (II) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or

17 – series of shares of the corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (III) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith has any right to vote any class or series of shares of the corporation, (IV) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith with respect to any class or series of the shares of the corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the corporation (any of the foregoing, a “Short Interest”), (V) any rights to dividends on the shares of the corporation owned beneficially by such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith that are

18 – separated or separable from the underlying shares of the corporation, (VI) any interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (VII) any performance-related fees (other than an asset-based fee) that such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, including, without limitation, any such interests held by members of the immediate family sharing the same household of such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (VIII) any equity interests or any Derivative Instruments or Short Interests in any competitor of the corporation held by such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith, and (IX) any direct or indirect interest of such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith in any contract with the corporation, any affiliate of the corporation or any competitor of the corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (3) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any, and (4) any other information relating to such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; B. If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice

19 – must, in addition to the matters set forth in paragraph (A) above, also set forth: (1) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder, any beneficial owner on whose behalf the proposal is made and each of their respective affiliates or associates or others acting in concert therewith, if any, in such business, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the By-laws of the corporation, the text of the proposed amendment), and (3) a description of all agreements, arrangements and understandings between such stockholder, such beneficial owner and each of their respective affiliates or associates or others acting in concert therewith, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; C. As to each person, if any, whom the stockholder proposes to nominate for election or reelection to the board of directors, a stockholder’s notice must, in addition to the matters set forth in paragraph (A) above, also set forth: (1) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (2) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under, Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

20 – D. With respect to each person, if any, whom the stockholder proposes to nominate for election or reelection to the board of directors, a stockholder’s notice must, in addition to the matters set forth in paragraphs (A) and (C) above, also include a completed and signed questionnaire, representation and agreement required by Section 16 of these By-laws. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding anything to the contrary, only persons who are nominated in accordance with the procedures set forth in these By-laws shall be eligible for election as directors. (2) For purposes of these By-laws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder. (3) Notwithstanding the provisions of these By-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law; provided, however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these By-laws with respect to nominations or proposals as to any other business to be considered. (4) Nothing in these By-laws shall be deemed to affect any rights (1) of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (2) of any Eligible Stockholder to submit Nominees in accordance with Section 2(b) of these By-laws, or (3) of the holders of any series of preferred stock if and to the extent provided for under law, the certificate of incorporation or these By-laws. Section 16. To be eligible to be a nominee of any stockholder for election or reelection as a director of the corporation, a person must deliver to or mail (in accordance with the time periods prescribed for delivery of a stockholder’s notice in Section 15 of these By-laws) to the Secretary at the

21 – principal executive offices of the corporation a completed written questionnaire with respect to the background and qualifications of such person and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to any Voting Commitment that is not disclosed to the corporation or any Voting Commitment that could reasonably be expected to limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any Compensation Arrangement in connection with such person’s nomination for director and/or service as a director, in each case that has not been disclosed to the corporation, and (c) would be in compliance, if elected as a director of the corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation applicable generally to directors of the corporation and publicly disclosed from time to time. DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be at least nine (9) but no more than fifteen (15). The directors shall be classified with respect to the time for which they shall severally hold office by dividing them as equally as the total number of directors will permit into three classes, and all directors shall hold office until their successors are elected and qualified. The directors of class one shall be elected for a term expiring at the first annual meeting, the directors of class two for a term expiring at the second annual meeting, and the directors of class three for a term expiring at the third annual meeting. At each annual meeting the successors to the class of directors whose terms then expire shall be elected to hold office for a term of three years, so that the term of office of one class of directors shall expire in each year. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining ARTICLE III

22 – director, and the directors so chosen shall hold office until the expiration of the term of the class to which they were appointed and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by directors then in office. Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these By-laws directed or required to be exercised or done by the stockholders. Section 4. The board of directors shall annually elect one of its members to be chairman of the board and shall fill any vacancy in the position of chairman of the board with a director at such time and in such manner as the board of directors shall determine. The chairman may be, but need not be, an officer or employee of the corporation. The chairman may be removed from that position at any time by the affirmative vote of a majority of the board of directors. If the chairman of the board is not an Independent Director, a lead independent director shall be elected annually by and from the Independent Directors, with such responsibilities as the board of directors may provide from time to time. For purposes of these By-laws, the term “Independent Director” shall mean a person who, at the time of his or her election or re-election, satisfies the independence criteria set forth in Rule 303A.02(b) of the New York Stock Exchange’s Listed Company Manual (or any successor provision). MEETINGS OF THE BOARD OF DIRECTORS Section 5. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

23 – Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 7. The chairman of the board shall preside at all meetings of the board of directors. In the absence of the chairman, the lead independent director and in his/her absence the chief executive officer shall preside at meetings of the board of directors. Section 8. At all meetings of the board a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcements at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these By-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the board or committee. COMMITTEES OF DIRECTORS Section 10. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may

24 – replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. COMPENSATION OF DIRECTORS Section 11. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these By- laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by other appropriate means, which may include the use of overnight courier or electronic mail. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said ARTICLE IV

25 – notice, whether before or after the time stated therein, shall be deemed equivalent thereto. OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and there shall be a chief executive officer, a president, one or more vice presidents (including one or more executive or senior vice presidents) or assistant vice presidents, a secretary and a treasurer. Any number of offices may be held by the same person, unless the certificate of incorporation or these By-laws otherwise provide. Section 2. The offices of the chief executive officer, the president and the executive vice presidents may only be filled by the board of directors. Section 3. The board of directors delegates to the chief executive officer or the president the authority to appoint such other officers and agents as shall be deemed necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors, the chief executive officer or the president. Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officers elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any officer appointed by the chief executive officer or president may be removed at any time at the direction of the chief executive officer or president. Any vacancy occurring in any office of the corporation shall be filled by the board of directors, the chief executive officer or the president. THE CHIEF EXECUTIVE OFFICER Section 5. The chief executive officer shall in general supervise all the business and affairs of the corporation. The chief executive officer shall perform all duties incident to such office and such other duties as the board of directors may from time to time prescribe. He or she may sign with the secretary or assistant secretary or treasurer or assistant treasurer, or any other proper officer of the AR'l'ICLE V

26 – corporation thereunto authorized by the board of directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these By-laws to some other officer or agent of the corporation, or shall be required by law otherwise to be signed or executed. THE PRESIDENT Section 6. The president shall participate in the supervision of the business and affairs of the corporation. He or she shall employ and discharge persons engaged in the corporation’s business, subject to the instructions of the chief executive officer and board of directors. In the absence of the chief executive officer or in the event he or she is unable to or refuses to act, the president shall assume the duties of the chief executive officer of the corporation, and when so acting shall have all the powers of and be subject to all the restrictions which would otherwise apply to the chief executive officer. He or she shall employ and discharge persons engaged in the corporation’s business, subject to the instructions of the chief executive officer and board of directors. He or she may sign with the secretary or assistant secretary or treasurer or assistant treasurer or any other proper officer of the corporation thereunto authorized by the board of directors, certificates of shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the board of directors has authorized to be executed, except in cases where such signing and execution thereof shall be expressly delegated by the board of directors or by these By-laws to some other officer or agent of the corporation, or shall be required by law otherwise to be signed or executed. He or she shall also perform such other duties as the board of directors may from time to time prescribe. THE VICE PRESIDENTS Section 7. Each vice president shall perform such duties and have such powers as the board of directors or chief executive officer may from time to time prescribe. One vice president shall be designated by the board of directors as the Corporation’s chief financial officer, and as such shall have the authority and be responsible for supervising the accounts of the Corporation and preparing its financial

27 – statements, and for overseeing all other financial matters of the Corporation delegated to him or her by the chief executive officer. THE SECRETARY Section 8. The secretary shall: (a) keep the minutes of the stockholders' and of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-laws; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have the power to sign with the chief executive officer, the president, or a vice president, certificates for shares of the corporation; (f) in general perform all duties incident to the office of the secretary and such other duties as the chief executive officer may assign to him/her or the board of directors may from time to time prescribe. THE TREASURER Section 9. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as may be designated by the board of directors; (b) have the power to sign with the chief executive officer, the president, or a vice president, certificates for shares of the corporation; (c) in general perform all the duties incident to the office of the treasurer and such other duties as the chief executive officer may assign to him/her or the board of directors may from time to time prescribe. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES Section 10. The assistant secretaries or assistant treasurers as thereunto authorized by the board of directors may sign with the chief executive officer, the president or a vice president certificates for shares of the corporation, the issue

28 – of which shall have been authorized by a resolution of the board of directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the chief executive officer or the board of directors. BONDS OF OFFICERS Section 11. The officers and assistant officers shall, respectively, if required by the board of directors, give bonds for faithful performance of their duties in such sums and with such sureties as the board may determine. All premiums for such bonds shall be paid by the corporation. COMPENSATION Section 12. The salaries of the principal officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a director of the corporation. ARTICLE VI CERTIFICATES OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chief executive officer, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without

29 – charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

30 – FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital

31 – stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conductive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. In the absence of such resolution, the fiscal year shall begin on the first day of January in each year and shall end on the last day of December in each year. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

32 – ARTICLE VIII AMENDMENTS Section 1. These By-laws may be altered, amended or repealed or new By-laws may be adopted by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the board of directors or at any special meeting of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-laws be contained in the notice of such special meeting of the directors. These By-laws may be altered, amended or repealed or new By-laws may be adopted by stockholders of the corporation at any regular meeting of the stockholders; provided, however, that in addition to any separate class vote, if any, which may be required by law, the affirmative vote of the holders of 66% of the outstanding shares of all classes of stock of the corporation entitled to vote in the election of directors, such outstanding shares of stock to be considered as one class, shall be required in order to alter, amend, or repeal any of the provisions of these By-laws. ARTICLE IX EXCLUSIVE FORUM Section 1. Unless the Corporation consents in writing to the selection of an alternative forum the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law or the corporation’s Certificate of Incorporation or By-laws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

Document

		Exhibit (21)
Subsidiaries of the registrant (As of December 31, 2021)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
OLD REPUBLIC INTERNATIONAL CORPORATION	Delaware	---
Old Republic General Insurance Group, Inc.	Delaware	100%
BITCO Corporation	Delaware	100%
BITCO General Insurance Corporation	Iowa	100%
BITCO National Insurance Company	Iowa	100%
BITCO Construction Group, Inc.	Delaware	100%
BITCO Construction Insurance Agency, Inc.	California	100%
BITCO Construction Insurance Agency of New York, Inc.	New York	100%
BITCO Security Assurance Company, IC	Vermont	100%
Old Republic Security Assurance Company	Illinois	100%
Brummel Brothers, Inc.	Illinois	100%
Employers General Insurance Group, Inc.	Delaware	100%
National General Agency, Inc.	Texas	100%
Inter West Assurance, Ltd.	North Carolina	100%
Old Republic Aerospace, Inc.	Delaware	100%
ORI Great West Holding, Inc.	Delaware	100%
Great West Casualty Company	Nebraska	100%
Joe Morton & Sons, Inc.	Nebraska	100%
Old Republic Allied Management Company	Delaware	100%
Old Republic General Insurance Corporation	Illinois	100%
ORHP Management Company	Illinois	100%
Old Republic Home Protection Company, Inc.	California	100%
Old Republic Home Protection Services, Inc.	Illinois	100%
Old Republic Inland Marine, Inc.	Delaware	100%
Old Republic Inland Marine Company, IC	Vermont	100%
Old Republic Insurance Company	Pennsylvania	100%
Old Republic Lloyds of Texas	Texas	100%
Old Republic Mercantile Insurance Company	Vermont	100%
Old Republic Professional Liability, Inc.	Delaware	100%
Old Republic Residual Market Services, Inc.	Delaware	100%
Old Republic Residual Market Insurance Company	North Carolina	100%
Old Republic Risk Management, Inc.	Delaware	100%
Old Republic Security Holdings, Inc.	Delaware	100%
Old Republic Insured Automotive Services, Inc.	Oklahoma	100%
Minnehoma Automobile Association, Inc.	Florida	100%
Old Republic Specialty Insurance Underwriters, Inc.	Delaware	94%
Old Republic Specialty Insurance Company, IC	Vermont	100%
Old Republic Surety Group, Inc.	Delaware	100%
Old Republic Surety Company	Wisconsin	100%
Old Republic Union Insurance Company	Illinois	100%
PMA Companies, Inc.	Pennsylvania	100%
Pennsylvania Manufacturers Association Insurance Company	Pennsylvania	100%
Pennsylvania Manufacturers Indemnity Company	Pennsylvania	100%
Manufacturers Alliance Insurance Company	Pennsylvania	100%
PMA Holdings, Ltd.	Bermuda	100%
Pennsylvania Manufacturers International Insurance, Ltd.	Bermuda	100%
Mid Atlantic States Investment Company	Delaware	100%
PMA Insurance SPC	Cayman Islands	100%
		Exhibit (21)
---	---	---
Subsidiaries of the registrant (As of December 31, 2021)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
Old Republic General Insurance Group, Inc. (continued)
PMA Management Corp.	Pennsylvania	100%
PMA Management Corp. of New England, Inc.	Connecticut	100%
Reliable Canadian Holdings, Ltd.	Federal (Canada)	100%
D.I.S.C.C. Enterprise, Ltd.	British Columbia (Canada)	100%
Reliable Life Insurance Company	Federal (Canada)	100%
Old Republic Insurance Company of Canada	Federal (Canada)	100%
Republic Credit Indemnity Companies, Inc.	Delaware	100%
Republic Credit Indemnity Company	Illinois	100%
Republic Equity Credit Services, Inc.	Illinois	100%
Republic Insured Credit Services, Inc.	Delaware	100%
Old Republic Title Insurance Group, Inc.	Delaware	100%
Old Republic National Title Holding Company	Delaware	100%
Old Republic Title Insurance Companies, Inc.	Delaware	100%
American Guaranty Title Insurance Company	Oklahoma	100%
Mississippi Valley Title Insurance Company	Mississippi	100%
Old Republic National Title Insurance Company	Florida	100%
Old Republic Title Companies, Inc.	Delaware	100%
Old Republic Eastern Title, Inc.	Delaware	100%
Compass Abstract, Inc.	Pennsylvania	100%
Genesis Abstract, LLC	Pennsylvania	27%
Mississippi Valley Title Services Company	Mississippi	100%
Old Republic Title Company of Tennessee	Tennessee	100%
Sentry Abstract Company	Pennsylvania	100%
The Title Company of North Carolina	North Carolina	100%
Troon Management Corporation	Pennsylvania	100%
Old Republic National Commercial Title Services, Inc.	Delaware	100%
L.T. Service Corp.	New York	100%
Lex Terrae, Ltd.	New York	100%
Lex Terrae National Title Services, Inc.	New Jersey	100%
Old Republic Central Title, Inc.	Delaware	100%
American First Title & Trust Company	Oklahoma	100%
Lenders Inspection Company	Oklahoma	80%
Old Republic Title Company of Conroe	Texas	100%
Old Republic Title Company of Indiana	Indiana	100%
Old Republic Title Company of Oklahoma	Oklahoma	100%
Old Republic Title Company of St. Louis, Inc.	Missouri	100%
Old Republic Western Title, Inc.	Delaware	100%
Old Republic Title Holding Company, Inc.	California	100%
Mara Escrow Company	California	100%
Old Republic Escrow of Vancouver, Inc.	Washington	100%
Old Republic Title and Escrow of Hawaii, Ltd.	Hawaii	100%
Old Republic Title Company	California	100%
Old Republic Title Company of Nevada	Nevada	100%
Old Republic Title Company of Oregon	Oregon	100%
Old Republic Title Information Concepts, Inc.	California	100%
		Exhibit (21)
---	---	---
Subsidiaries of the registrant (As of December 31, 2021)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
Old Republic Title Insurance Group, Inc. (continued)
Old Republic Title Insurance Agency, Inc.	Arizona	100%
Old Republic Title, Ltd.	Delaware	100%
Old Republic National Title Services, Inc.	Delaware	100%
Old Republic Diversified Services, Inc.	Minnesota	100%
Old Republic Exchange Company	California	100%
Attorneys’ Title Fund Services, LLC	Florida	100%
Old Republic Title Tech Companies, Inc.	Delaware	100%
eRecording Partners Network, LLC	Minnesota	80%
iMarc, Inc.	New Hampshire	100%
RQ Holdings, Inc.	Texas	100%
RamQuest Software, Inc.	Texas	100%
Guardian Consumer Services, Inc.	Texas	80%
Republic Financial Indemnity Group, Inc.	Delaware	100%
RMIC Companies, Inc.	Delaware	100%
Republic Mortgage Insurance Company	North Carolina	100%
Republic Mortgage Assurance Company	Florida	100%
Republic Mortgage Guaranty Insurance Corporation	North Carolina	100%
RMIC Corporation	North Carolina	100%
Old Republic Life Insurance Group, Inc.	Delaware	100%
Old Republic Life Insurance Company	Illinois	100%
Old Republic National Services Group, Inc.	Illinois	100%
Owns minor subsidiaries & affiliates	Various	100%
American Business & Mercantile Insurance Mutual, Inc.	Delaware	*
Inter Capital Group, Inc.	Delaware	100%
Inter Capital Company of Chicago	Delaware	100%
Inter Capital Realty Corporation	Delaware	100%
* Owned by its policyholders

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 2-80883, 333-37210, 333-147801, 333-170090, and 333-210054) on Form S-8 and (Nos. 333-198703, 33-29220, 33-54104, 333-254094, and 333-249915) on Form S-3 of our report dated February 28, 2022, with respect to the consolidated financial statements and financial statement schedules I to VI of Old Republic International Corporation and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2022

Document

Exhibit (24)

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint Craig R. Smiddy, President & Chief Executive Officer of said corporation, as his/her true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he/she might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. This power of attorney shall expire the earlier of the anniversary of the date shown below or the exercise of the undersigned's power of substitution or revocation.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Barbara A. Adachi

Barbara A. Adachi

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Steven J. Bateman

Steven J. Bateman

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Lisa J. Caldwell

Lisa J.Caldwell

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Jimmy A. Dew

Jimmy A. Dew

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ John M. Dixon

John M. Dixon

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Michael D. Kennedy

Michael D. Kennedy

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Charles J. Kovaleski

Charles J. Kovaleski

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Spencer LeRoy, III

Spencer LeRoy, III

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Peter B. McNitt

Peter B. McNitt

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Glenn W. Reed

Glenn W. Reed

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Arnold L. Steiner

Arnold L. Steiner

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s Fredricka Taubitz

Fredricka Taubitz

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21th day of February, 2022.

/s/ Steven R. Walker

Steven R. Walker

Document

Exhibit 31.1 Rule 13a–14(a)/15d-14(a) Certifications

CERTIFICATIONS

I, Craig R. Smiddy, certify that:

1. I have reviewed this yearly report on Form 10-K of Old Republic International Corporation (“the registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principals;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based upon our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2022

/s/ Craig R. Smiddy

Craig R. Smiddy

President and

Chief Executive Officer

Document

Exhibit 31.2 Rule 13a–14(a)/15d-14(a) Certifications

CERTIFICATIONS

I, Frank J. Sodaro, certify that:

1. I have reviewed this yearly report on Form 10-K of Old Republic International Corporation (“the registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2022

/s/ Frank J. Sodaro

Frank J. Sodaro

Senior Vice President,

Chief Financial Officer and

Principal Accounting Officer

Document

Item 32.1, 18 U.S.C. Section 1350 Certification

CERTIFICATION OF PERIODIC REPORT

I, Craig R. Smiddy, the President and Chief Executive Officer of Old Republic International Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)the yearly report on Form 10-K of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents the financial condition and results of operations of the Company.

Dated: February 24, 2022

/s/ Craig R. Smiddy

Craig R. Smiddy

President and

Chief Executive Officer

Document

Item 32.2, 18 U.S.C. Section 1350 Certification

CERTIFICATION OF PERIODIC REPORT

I, Frank J. Sodaro, the Senior Vice President and Chief Financial Officer of Old Republic International Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(2)the information contained in the Report fairly presents the financial condition and results of operations of the Company.

Dated: February 24, 2022

/s/ Frank J. Sodaro

Frank J. Sodaro

Senior Vice President,

Chief Financial Officer and

Principal Accounting Officer