Old Republic International Corporation (ORI) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Old Republic International Corporation Annual Meeting of Shareholders. I would now like to introduce the first presenter, Aldo Zucaro, Chairman of the Board of Directors.

Well, good afternoon, everyone, and welcome to this 97th Annual Meeting of Old Republic Shareholders. I just hope that all of us current shareholders and more will be running on 3 years from now to celebrate the 100th anniversary of our venerable insurance institution. We've come a long way since our founding in a small town in Western Illinois and Birmingham, Alabama. And through all the years, we've sustained our business to a significant degree by providing insurance products that are closely aligned with real estate and the interest-sensitive financial and banking industries. And after all these years, those DNA products, so to speak, still represent nearly 50% of Old Republic's consolidated premiums and related fees volume. So anyway, thank you for joining us today. In a way, we are pleased to be hosting this virtual meeting. It's allowing us to reach a much greater number than usual of shareholders who are able to attend via the web portal address, which is shown on our website and in the proxy materials that all of you have received. The web portal also shows the meeting agenda as well as the meeting rules for your convenience. So having said all this introductory few words, let's call this meeting to order. Several of our associates will share in the duties of this annual meeting, and those include in alphabetical order, Baird Allis, who will guide us through the question-and-answer period at the end of the meeting; Tom Dare, Senior Vice President, General Counsel and Secretary; Karl Mueller, our Senior Vice President and Chief Financial Officer; Todd Gray, our Senior Vice President and Treasurer; and Craig Smiddy, our President and Chief Executive Officer. Also with us are the KPMG Audit Partners, Donna Craver and Brad Gauntlett as well. And with them, we also have several of the Old Republic executives who help manage our wide-ranging business. So with all of this as background and introductions, we'll start the meeting and follow an agenda as we usually do. After we conclude the meeting, the business agenda, we'll allow some time for general questions. Everyone needs to be aware that only authenticated shareholders may ask questions in the designated field on the web portal that hopefully you've accessed if you have a question in particular. And out of consideration for others, we would appreciate if everyone would limit themselves to one question alone. After this question-and-answer period, the meeting will then officially adjourn. So as we've arranged, Tom Dare, our General Counsel, will now take over and speak to the agenda of this meeting. So Tom, you've got the mic. So go ahead.

Thank you, Al. Broadridge Financial Solutions has given the company an affidavit attesting to the mailing of the Notice of this Meeting. A list of the shareholders of the company as of the record date has been available for inspection by shareholders and is also available to authenticated shareholders on the web portal. The company has appointed inspectors of elections to review the votes and tallies to be given. The Chairman has appointed Todd Gray and Bill Dasso as inspectors of elections. The polls have been open since the mailing of the company's proxy materials and they'll stay open during the meeting. Any authenticated shareholder wishing to vote during the meeting may do so by following the instructions on the web portal. Copies of the minutes of the last meeting are available on the web portal. Having received no corrections, a reading of the minutes will be waived. Al, I'll turn it over back to you.

Okay. So let's see, we'll now take a moment to review last year's results. And you, Craig Smiddy, are appointed to do that. So please do it.

Okay. So I'd like to start the discussion on the fourth slide of the presentation that is on the web portal as well as our website. And starting on that page, you can see that in 2020, we had a record-setting performance in both our General Insurance Group, our Title Insurance Group and on a consolidated basis as we reported. That consisted of $7.3 billion in operating revenues, which was up 7% over 2019. Our combined ratio improved 2 points to 93.3. Those things produced operating earnings per share of $2.24, which was up 22% over 2019. Our book value per share ended the year at $20.75. And last year, we paid $1.84 in dividends, including a $1 special dividend. And that left us with $6.2 billion of shareholders' equity, up from the end of 2019, as we indicate there. Turning to Page 5 of the presentation. The strong operating results that we saw in 2020 have continued into the first quarter of 2021. So we thought it appropriate to go ahead and recap those here for you as well. As you can see net premiums and fees earned increased 18% quarter-over-quarter to $1.8 billion. Our consolidated combined ratio improved yet again. And in this case, it was down 4.2 points compared to last year's first quarter of 95.1, coming in at 90.9. And it's noteworthy to point out that, that combined ratio included 1.8 points of favorable development. And that occurred across all of our segments. So we're very pleased to be on our way thus far this year to a favorable development pattern. And so all of these things produced operating earnings per share in the first quarter of $0.69. And that's a 47% increase from the first quarter of 2020. And that left us with a book value per share at the end of the first quarter of $21.59. So now just turning to Slide 6. I'd like to talk a little bit about our 2 businesses, the Title Insurance business and the General Insurance business. As you can see here, in 2020, our Title Insurance business produced operating revenues of $3.3 billion, and that made up 46% of our overall operating revenues. They produced, again, a very favorable combined ratio in the low 90s. Our Title business is much less capital-intensive than is our General Insurance business, so they complement each other well in that regard. We are the third largest player in a very concentrated industry, and I'll talk a little bit more about that when we dive into Title a little deeper. And 70% of our distribution is through the agents that are independent whom we partner with. And again, I'll talk about that a little more. And overall, the Title Group contributed 41% of the consolidated 2020 pretax operating income. Turning to the right side there. You can see the General Insurance Group. And in that case, we, in 2020, had $3.8 billion of operating revenue, which made up 53% of the consolidated revenue. Our combined ratio, as we'll talk about a little more when we get into details of the General Insurance Group, has been very steady over the last 15 years and has averaged 96%. So last year, we ended in a much improved place relative to even our long-term track record and the industry. 41 out of the last 50 years, we've had a combined ratio below that of the industry. And our expertise is specialty niches in the P&C place. And just like in Title, it's all about specialty underwriting that differentiates us from our competitors and assets to add value to our distribution partners and to our clients. And part of that value that we add is the differentiated, superior customer service that we provide on both the claims, risk control and underwriting side of the business. So we ended the year with the General Insurance Group contributing 53% of our consolidated 2020 pretax operating income. Turning to Slide 7. I will now, as I mentioned earlier, dive a little bit deeper into the General Insurance Group. Our business model there, again, is a specialty business model that's focused on decentralized businesses that allow us to be closer to the customer. And we also empower our associates with that business model to enhance the service levels, attention, specialization, expertise that they provide to our distribution partners and to our insurers. Last year, the General Insurance Group produced a record $440 million of pretax operating income through this portfolio that you see here on Page 7, this portfolio of businesses. Starting at the top and looking counterclockwise, ORINSCO is our flagship insurance company. It includes large national accounts serving clients that take risk through captives and large deductibles. It also includes our automotive service business, our aerospace business and our professional liability business. Moving counterclockwise, Great West focuses on the trucking industry exclusively. And you can see there compared to the 39% portion that ORINSCO makes up, Great West makes up 23% of our overall portfolio based on gross written premiums. PMA is a provider of TPA services as well as focused on workers' compensation insurance, along with other complementary lines. The BITCO business is focused on forest products, oil and gas and construction. So again, very specialized, a business that requires a high level of expertise in those niches when it comes to underwriting, claims and risk control. And then our other businesses make up the remaining 16%, which includes our specialty insurance underwriters, our home protection business, Old Republic of Canada as well as our surety business. Turning to the next slide, Slide 8. You can see here a breakdown, and this breakdown is based on net premium earned. And here, moving clockwise, in the pie in the lower left corner, you can see that commercial auto has become a bigger piece of the pie based on year-end last year. As you may know, we have had compounded rate increases year after year for the last 7 or 8 years in that business as well as organic growth. So both of that has contributed to making that a bigger piece of the pie. While workers' compensation is a bit of the opposite story. It used to be a bigger piece of the pie, but with declining rates over the last 3 or 4 years, coupled with a falloff in exposures in 2020 because of the pandemic and the pandemic's effect on payroll, that piece of the pie shrunk a little bit. And then we have the general liability, the financial indemnity, which includes our professional liability as well as our surety business. Our inland marine and commercial multi-peril business. And then, of course, 2 very important businesses, our home warranty and auto warranty business in the last piece of the pie there. So moving to Slide 9, and wrapping up the General Insurance Group. I would just again point out that if you look at the combined ratio track record, incredibly stable, I mentioned 96 earlier over those 15 years. But you can see here that in 2020, we ended at the 95.5; and in first quarter of '21, 91.6. So things are going very well in our General Insurance Group. And as I noted earlier, we performed very steady. We have a business that isn't greatly exposed to catastrophic events. So we have less volatility than a lot of our peers in the business. And 14 out of the last 15 years, we've had a combined ratio below 100. And we continue to target a combined ratio between 90 and 95. And right now, we're targeting the lower end of that range given the lower levels of investment income we're experiencing in our investment portfolio. And our expense ratio remains at a very competitive 26%, even though we'd like to see that below 25%. So now moving to Title on Slide 10. As I mentioned earlier, we are in a very small marketplace when it comes to the number of competitors. And Old Republic, as you can see in that pie chart at the bottom of Page 10, has a 15% market share. The other thing that I touched on a little while ago is that the Title business has low capital requirements and complements the General Insurance Group very well where capital requirements are higher. And as I mentioned as well, the agency business that is from our independent agents is 3/4 of the business that we write. And that differentiates us from our competitors who have a much larger direct operation. The other thing that I would point out here, as you see in that last bullet, is that we have continued over the last several years to expand our market share and our presence in the commercial sector. That business is highly dependent on us having strong financial ratings, which is the case in our Title Insurance Group, thanks to our strong balance sheet and the affiliation with Old Republic International. And you can see that the commercial now is producing 16% of our overall revenue. So very favorable and positive developments occurring in our Title business. Turning to Slide 11. You can see the combined ratio has trended down year after year pretty much and with very low loss ratios on this business at about a 5% average over the last 15 years. Again, very complementary to our General Insurance business where expense ratios are lower but loss ratios are higher. The Title side of the business, it's the opposite of that, and it's a very low loss ratio but a much higher expense ratio. And then looking just at our pretax operating income. Again, you can see here, in '20, that bar is $344 million of pretax operating income. And if you look at the last 12 months, that is at $404 million. So we continue in a positive trend in the Title Group. And the last thing I'll just point out here is -- I spoke earlier about our large presence when it comes to working with independent agents, and we embrace that model. The independent agents are very important to us. And we believe it is the right model in that the real estate market can be very volatile. And having, in essence, a variable acquisition cost model, it allows us to mitigate the impacts of the cycles we see in the real estate and housing markets. So turning to Slide 12 here, and turning back to our consolidated holding company. We have produced a dividend record that's on display here. And our 2020 consolidated pretax income of a record $830 million allowed us to, in 2020, pay an ordinary dividend of $0.84 per share and $1 special dividend per share again last year. Beginning in 2021, we're paying an annual ordinary dividend of $0.88. And beginning in 2021, this will be the 80th straight year of paid dividend and annual dividend increases of 40 straight years. So a track record that we're very proud of when we speak to our shareholders, of course, we know it's important to them, so we put it on display, as I say. And then just turning to the last slide. Again, looking at what should be important to shareholders, and that is our long run performance. Old Republic is very much about the long run. It weaves through our culture and everything that we do. We do not have short-term mindsets when it comes to any of our businesses and neither do any of our associates. It's about the long run. And if you look at our total market return over the course of the years presented here that we've been a holding company, you can see that the compound annual rate of that total market return is 12.1% compared to 10.3% if you look at the S&P 500 for the same period. So that will conclude the presentation. And with that, Mr. Zucaro, I'll pass it back to you.

Okay, Mr. Smiddy. So now I'll turn the meeting back to the business part, to Tom Dare again. So Tom, do you want to take over?

Thank you, Al. At this point, we'll have a report on the number of shares represented at this meeting. I turn it over now to Bill Dasso.

The unofficial tally shows approximately 272,613,000 shares are present in person or by proxy. This represents approximately 89.5% of the shares authorized to vote. The official quorum and voting results will be certified by the inspector shortly after the meeting and will be reported upon in an 8-K filing. Thank you.

The quorum is present, and the meeting is therefore properly convened. We'll now proceed. The Governance and Nominating Committee and the Board of Directors have recommended the following nominees as Class I Directors to serve until the 2024 Annual Shareholders Meeting: Michael D. Kennedy; Spencer Leroy, III; Peter B. McNitt; and Steven R. Walker. Neither the Governance and Nominating Committee nor the Board of Directors has received any other nominations. Since no other additional nominees have been made, the nominations are closed. The inspectors of elections will now report on the election of directors. I'll turn things over to Todd Gray.

Thank you. The unofficial vote for each of the 4 nominees slated for election shows that each such director has received a sufficient number of votes casted to be reelected.

Since the nominees slated for election have each received a plurality of the votes cast, they have been elected as Class I Directors and will serve a 3-year term of office until the 2024 Annual Shareholders Meeting. The Audit Committee and the Board of Directors have recommended the ratification of the selection of KPMG as the company's independent registered public accounting firm for 2021. The vote on this matter will now be reported.

The unofficial tally of votes on this proposal show approximately 99.5% of shares voted to approve this selection.

Therefore, the selection of KPMG as the company's independent registered public accounting firm for 2021 is ratified. The Board of Directors has recommended that the shareholders approve the compensation policies, practices and procedures for the company's executive officers for 2020 as described in the compensation discussion and analysis sections of the company's proxy statement. The vote on this matter will not be reported.

The unofficial tally of votes in this proposal show that approximately 92.5% of shares voted to approve this resolution.

Therefore, the compensation policies, practices and procedures for the company's executive officers for 2020 are approved. I'll turn things over. Al?

Yes, I'm here. Okay. So we've received all the reports. And so now we'll open things up for shareholder questions.

We'll be addressing shareholder questions that have been entered or are being entered on the web portal. Please note that we'll attempt to answer as many questions as time allows, but only questions that are germane to the meeting will obviously be addressed. So now I will ask Baird Allis, as we indicated before, to read each of the questions allowed, and we'll respond to each of them as appropriate. So Baird?

Thanks, Al. Our first question is as follows: Mr. Chairman, the Carpenter Pension Funds hold a total of 171,800 shares of the company's stock. Audit firm independence is critical to protecting the integrity of corporate financial reporting. Given that audit firm and corporate client relationships are generally long tenured, federal regulations require that the lead engagement partner be rotated out of that position every 5 years. KPMG has been the company's independent auditor since 2010. Could the Chair of the Audit Committee or the representative of KPMG describe the lead audit partner rotation process and indicate who makes the decision in the selection of the new lead engagement partner? Thank you.

So why don't we have you, Donna Craver; or you, Brad Gauntlett, respond to that question? Hello?

Al, can you hear me?

Yes, I can hear you now.

Great. I'm the lead audit engagement partner representing KPMG. To answer the specific question, who selects the lead audit engagement partner, it is the Audit Committee Chairman who selects the lead partner. As a firm, we monitor the rotations of our lead partners to all of our SEC clients, including Old Republic, and we make sure that we rotate that partner every 5 years. We have a monitoring system in order to do that, which is subject to compliance testing as part of various monitoring functions.

Okay. Thank you, Brad. Good answer. We'll go on to the next question, Baird?

The next question is as follows: what is your forecast for interest rates? How does this affect the percentage of investments in equities and bonds? Is the investment mix shifting to more equities?

Okay. I'll answer that question. Well, as usual, our crystal ball is unclear, just like that of the vast majority of the investment crowd in this country or other people, we don't know. Common sense tells you, though, that given the amount of borrowing that's taken place on the part of the U.S. government in particular, that down the road, interest rates should -- in accordance with regular economic moves, that they should go up, we just don't know when. Having said that, our management of the portfolio is driven, to a most significant degree, by the management of our balance sheet and attendance to the leverage on that balance sheet. And as I'm sure you may know, as many may know, that leverage, in our case or in the case of most insurance companies, is driven by a formula or an observation, if you will, of 3 key elements: with respect to the holding company, certainly, the debt-to-equity ratio; but most importantly, for the insurance company, as well as the holding companies, the percentage of loss reserves to capital and surplus as well as the leverage caused by the investment in commons stock. Now that's a mouthful, but that's what we do, and that's what we believe should be done in the conservative management of an insurance company's business and balance sheet. So in terms of the final point in the question, which is, is the expectation of what will happen to interest rates going to drive us to a greater investment in common stocks. The answer is that's probably unlikely because, again, as I just said, our investment to common stock has created by itself a certain amount of leverage on the balance sheet of our insurance companies, which is where it all begins and ends when it comes to capital management. And therefore, we're pretty much set. We may have a little bit more investments in common stock but, certainly, not an increase to the extent that you have observed in the last 7, 10 years or so. That's the answer to the question. So Baird, can we go to the third question, or fourth question or whatever?

The next question is this: what drives the issuing of a special dividend? Do you anticipate another special dividend this year? Do you consider other uses for those funds, for example, share buybacks? Thanks for continued commitment to the dividend.

Okay. What we do each year, we go over the strategy of the company, and that implies looking at its capital needs, again, at our various insurance company levels. And looking at those capital needs, we determine how much capital can remain in the business and how much capital can be held aside for contingencies, which can always happen in the insurance business, as you know, and also how much, therefore, of the extra capital can be sent back to the shareholders in one form or another. Over the decades, we have looked at both conventional ways of returning capital to shareholders. And as one part of the question implies, that is as a return of capital via a stock buyback, the effect of which, as you know, is to lock in the remaining shareholders after the company has disbursed the extra capital by way of a buyback. The other traditional way again is to distribute that extra capital by way of the regular dividend on one hand but also a special dividend as has occurred in the last couple of years or so. We have favored the latter approach because our conclusion, every time that we have looked at our situation in terms of a buyback, the issue has not been clear that it would, in fact, enhance significantly either book value or the price earnings ratio of the shares. And therefore, we have preferred to send all of what we consider to be extra money, extra capital to all of the shareholders, such that the impact on book value and price earnings ratios is uniformly felt and experienced by all shareholders. Let's see. That's the answer to this question. I guess we can go to question number four, if there is one, Baird?

Al, there is not. That brings us to the end of the queue.

Okay. So since there is obviously no further business, this 2021 Annual Meeting of the Shareholders of our venerable Old Republic International Corporation will now stand adjourned. And again, we appreciate very much everyone's participation and interest in attending this meeting via web and the telephone. So you all have a good afternoon. Thank you.

Thank you. The Annual General Meeting for the Old Republic International Corporation has now come to an end. Thank you for attending. You may now leave the virtual meeting.