OLD REPUBLIC INTERNATIONAL CORP
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
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 107 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 | 02/28/2024 |
|---|---|---|
| Craig R. Smiddy, President, Chief Executive Officer and Director | Date |
| By: | /s/ Frank J. Sodaro | 02/28/2024 |
|---|---|---|
| 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/ John M. Dixon | /s/ J. Eric Smith |
| John M. Dixon, Director* | J. Eric Smith, Director* |
| /s/ Michael D. Kennedy | /s/ Fredricka Taubitz |
| Michael D. Kennedy, Director* | Fredricka Taubitz, Director* |
| /s/ Charles J. Kovaleski | /s/ Steven R. Walker |
| Charles J. Kovaleski, Director* | Steven R. Walker, Director* |
- By /s/ Craig R. Smiddy
Attorney-in-fact
Date: February 28, 2024
| 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, 2023 |
| Schedule | II - | Condensed Financial Information of Registrant as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 |
| Schedule | III - | Supplementary Insurance Information for the years ended December 31, 2023, 2022 and 2021 |
| Schedule | IV - | Reinsurance for the years ended December 31, 2023, 2022 and 2021 |
| Schedule | V - | Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 |
| Schedule | VI - | Supplemental Information Concerning Property - Casualty Insurance Operations for the years ended December 31, 2023, 2022 and 2021 |
| 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, 2023 | ||||
| ($ in Millions) | ||||
| Column A · Column B · Column C · Column D | ||||
| Type of investment · Cost (a) · FairValue · Amount atwhich shownin balancesheet | ||||
| Fixed income securities: | ||||
| United States Government and | ||||
| government agencies and authorities | $1,695.3 | $1,641.5 | $1,641.5 | |
| States, municipalities and political subdivisions | 774.5 | 767.6 | 767.6 | |
| Foreign government | 224.9 | 217.3 | 217.3 | |
| Corporate, industrial and all other | 9,568.1 | 9,513.3 | 9,513.3 | |
| 12,263.0 | 12,139.9 | 12,139.9 | ||
| Short-term investments | 1,032.6 | 1,032.6 | ||
| Total | 13,295.6 | 13,172.5 | ||
| Equity securities: | ||||
| Non-redeemable preferred stocks | 5.6 | 6.2 | 6.2 | |
| Common stocks: | ||||
| Banks, trusts and insurance companies | 79.0 | 163.7 | 163.7 | |
| Industrial, miscellaneous and all other | 1,427.2 | 2,490.8 | 2,490.8 | |
| 1,511.9 | 2,660.8 | 2,660.8 | ||
| Other investments | 34.3 | 34.3 | ||
| Total investments | $14,841.8 | $15,867.7 | ||
(a) Represents original cost of equity securities, and as to fixed incomes, original cost reduced by repayments and adjusted for amortization of premium or accrual of discount.
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||
|---|---|---|
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | ||
| BALANCE SHEETS | ||
| OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY) | ||
| ($ in Millions) | ||
| December 31, | ||
| 2023 | 2022 | |
| Assets: | ||
| Bonds and notes | $10.5 | $10.5 |
| Short-term investments | 21.1 | 35.1 |
| Cash | 5.0 | 2.0 |
| Investments in, and indebtedness of related parties | 8,027.7 | 7,823.0 |
| Other assets | 116.6 | 104.8 |
| Total assets | $8,181.0 | $7,975.5 |
| Liabilities and Common Shareholders' Equity: | ||
| Liabilities: | ||
| Accounts payable and accrued expenses | $69.6 | $98.8 |
| Debt and debt equivalents | 1,591.2 | 1,589.9 |
| Indebtedness to affiliates and subsidiaries | 109.4 | 120.5 |
| Total liabilities | 1,770.3 | 1,809.2 |
| Common shareholders' equity: | ||
| Common stock | 278.3 | 296.9 |
| Additional paid-in capital | 678.7 | 1,141.8 |
| Retained earnings | 5,644.3 | 5,321.8 |
| Accumulated other comprehensive loss | (132.4) | (517.8) |
| Unallocated 401(k) plan shares (at cost) | (58.2) | (69.5) |
| Total common shareholders' equity | 6,410.7 | 6,173.2 |
| Total liabilities and common shareholders' equity | $8,181.0 | $7,975.5 |
See accompanying Notes to Condensed Financial Statements.
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||
|---|---|---|---|
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | |||
| STATEMENTS OF INCOME | |||
| OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY) | |||
| ($ in Millions) | |||
| Years Ended December 31, | |||
| 2023 | 2022 | 2021 | |
| Revenues: | |||
| Investment income from subsidiaries | $122.0 | $118.0 | $100.3 |
| Real estate and other income | 4.1 | 4.2 | 4.3 |
| Other investment income | 4.8 | 1.2 | 0.2 |
| Realized investment losses | (4.5) | — | — |
| Total revenues | 126.5 | 123.6 | 104.9 |
| Expenses: | |||
| Interest - subsidiaries | 4.2 | 3.9 | 3.9 |
| Interest - other | 67.1 | 67.1 | 55.9 |
| Real estate and other expenses | 4.8 | 4.5 | 4.7 |
| General expenses, taxes and fees | 57.1 | 23.6 | 17.4 |
| Total expenses | 133.3 | 99.2 | 82.0 |
| Revenues, net of expenses | (6.8) | 24.3 | 22.8 |
| Federal income taxes (credits) | (0.8) | 2.9 | (0.9) |
| Income (loss) before equity in earnings of subsidiaries | (5.9) | 21.3 | 23.7 |
| Equity in earnings (loss) of subsidiaries: | |||
| Dividends received | 673.3 | 614.6 | 566.7 |
| Earnings (loss) in excess of dividends | (68.6) | 50.5 | 943.8 |
| Net Income | $598.6 | $686.4 | $1,534.3 |
See accompanying Notes to Condensed Financial Statements.
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||
|---|---|---|---|
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | |||
| STATEMENTS OF CASH FLOWS | |||
| OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY) | |||
| ($ in Millions) | |||
| Years Ended December 31, | |||
| 2023 | 2022 | 2021 | |
| Cash flows from operating activities: | |||
| Net income | $598.6 | $686.4 | $1,534.3 |
| Adjustments to reconcile net income to | |||
| net cash provided by operating activities: | |||
| Accounts receivable | (0.9) | — | 0.6 |
| Income taxes - net | (49.8) | 59.4 | (17.9) |
| Excess of equity in (earnings) loss of subsidiaries | |||
| over cash dividends received | 68.6 | (50.5) | (943.8) |
| Realized investment losses | 4.5 | — | — |
| Accounts payable, accrued expenses and other | 14.7 | (34.8) | 11.5 |
| Total | 635.8 | 660.6 | 584.7 |
| Cash flows from investing activities: | |||
| Sale of fixed assets for Company use | — | — | 0.1 |
| Purchase of fixed assets for Company use | (3.2) | (4.1) | (6.9) |
| Net repayment (issuance) of notes to related parties | 54.6 | 64.9 | (351.6) |
| Net decrease (increase) in short-term investments | 13.9 | (23.8) | 21.5 |
| Investment in, and indebtedness of related parties - net | 85.0 | 140.0 | 100.0 |
| Total | 150.3 | 176.9 | (236.9) |
| Cash flows from financing activities: | |||
| Issuance of debentures and notes | — | — | 642.5 |
| Net receipt (repayment) of notes and loans from related parties | (5.1) | (4.8) | (13.5) |
| Issuance of common shares | 31.1 | 26.6 | 60.0 |
| Redemption of debentures and notes | — | — | (19.5) |
| Dividends on common shares | (275.5) | (579.7) | (1,019.2) |
| Repurchase of common stock | (535.3) | (281.2) | — |
| Other - net | 1.7 | 1.5 | 2.0 |
| Total | (783.1) | (837.6) | (347.6) |
| Increase (decrease) in cash | 3.0 | — | 0.1 |
| Cash, beginning of year | 2.0 | 2.0 | 1.9 |
| Cash, end of year | $5.0 | $2.0 | $2.0 |
See accompanying Notes to Condensed Financial Statements.
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL STATEMENTS
($ 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 (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.
Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.
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 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.
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 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.
Note 4 - Common Stock Repurchases
On August 18, 2022, the Board of Directors authorized a $450.0 share repurchase program. This authorization was completed during the second quarter of 2023. On May 12, 2023, the Board of Directors authorized a share repurchase program for an additional $450.0.
Total 2023 share repurchases, inclusive of taxes and fees, under the programs mentioned above were 6.7 million shares for $168.7 (average price of $25.13) and 14.2 million shares for $366.5 (average price of $25.82), respectively. Following the close of the year and through February 20, 2024, the Company repurchased 2.9 million additional shares for $83.1 (average price of $28.33), completing its repurchase program under the most recent repurchase authorization, approved by the Company's Board of Directors on May 12, 2023.
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||
|---|---|---|---|---|---|
| SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION | |||||
| For the Years Ended December 31, 2023, 2022 and 2021 | |||||
| ($ in Millions) | |||||
| Column A | Column B | Column C | Column D | Column E | Column F |
| Segment | DeferredPolicyAcquisitionCosts | Loss and Loss Adjustment Expense Reserves | UnearnedPremiums | OtherPolicyholders'Benefits andFunds | PremiumRevenue |
| Year Ended December 31, 2023: | |||||
| Insurance Underwriting: | |||||
| General Insurance | $417.6 | $6,955.2 | $2,253.1 | $109.3 | $4,119.2 |
| Title Insurance | — | 598.5 | — | 1.5 | 2,300.9 |
| RFIG Run-off (a) | — | — | — | — | 16.4 |
| Corporate & Other (b) | 0.2 | 6.6 | — | 30.8 | 9.1 |
| Reinsurance Recoverable (c) | — | 4,977.7 | 789.5 | 8.6 | — |
| Consolidated | $417.8 | $12,538.2 | $3,042.6 | $150.4 | $6,445.9 |
| Year Ended December 31, 2022: | |||||
| Insurance Underwriting: | |||||
| General Insurance | $382.2 | $6,824.8 | $2,028.5 | $137.1 | $3,808.6 |
| Title Insurance | — | 612.8 | — | 3.3 | 3,500.6 |
| RFIG Run-off | — | 77.9 | 0.1 | — | 23.2 |
| Corporate & Other (b) | 0.2 | 6.3 | — | 31.8 | 9.6 |
| Reinsurance Recoverable (c) | — | 4,699.5 | 759.1 | 9.8 | — |
| Consolidated | $382.5 | $12,221.5 | $2,787.8 | $182.2 | $7,342.1 |
| 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 | 0.2 | — | 32.6 |
| Corporate & Other (b) | 0.5 | 7.6 | — | 39.4 | 11.0 |
| Reinsurance Recoverable (c) | — | 4,125.3 | 688.4 | 11.3 | — |
| Consolidated | $350.4 | $11,425.5 | $2,559.4 | $190.6 | $7,559.8 |
(a)RFIG Run-off loss and loss adjustment expense reserves of $54.9 and unearned premiums of $0.1 have been classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.
(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.
(c)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 $5.7 billion, $5.4 billion, and $4.8 billion at December 31, 2023, 2022, and 2021, respectively. This accounting treatment does not have any effect on the Company's results of operations.
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||
|---|---|---|---|---|---|
| SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION | |||||
| For the Years Ended December 31, 2023, 2022 and 2021 | |||||
| ($ in Millions) | |||||
| Column A | Column G | Column H | Column I | Column J | Column K |
| Segment | NetInvestmentIncome | Loss and Loss Adjustment Expenses | Amortizationof DeferredPolicyAcquisitionCosts | OtherOperatingExpenses | PremiumsWritten |
| Year Ended December 31, 2023: | |||||
| Insurance Underwriting: | |||||
| General Insurance | $462.7 | $2,553.3 | $680.0 | $723.0 | $4,356.3 |
| Title Insurance | 57.0 | 48.7 | — | 2,438.2 | 2,300.9 |
| RFIG Run-off (a) | 6.3 | (11.0) | — | 12.5 | 16.4 |
| Corporate & Other (b) | 52.2 | 5.5 | — | 60.1 | 9.1 |
| Reinsurance Recoverable (c) | — | — | — | — | — |
| Consolidated | $578.3 | $2,596.6 | $680.0 | $3,234.1 | $6,682.9 |
| Year Ended December 31, 2022: | |||||
| Insurance Underwriting: | |||||
| General Insurance | $358.0 | $2,364.6 | $591.2 | $669.5 | $3,978.2 |
| Title Insurance | 47.9 | 89.1 | — | 3,484.6 | 3,500.6 |
| RFIG Run-off | 6.7 | (17.5) | — | 12.3 | 23.1 |
| Corporate & Other (b) | 46.8 | 4.0 | 0.2 | 28.0 | 9.6 |
| Reinsurance Recoverable (c) | — | — | — | — | — |
| Consolidated | $459.5 | $2,440.2 | $591.4 | $4,194.5 | $7,511.6 |
| Year Ended December 31, 2021: | |||||
| Insurance Underwriting: | |||||
| General Insurance | $342.4 | $2,303.1 | $501.9 | $648.0 | $3,680.9 |
| Title Insurance | 43.8 | 112.9 | — | 3,820.6 | 3,960.5 |
| RFIG Run-off | 11.4 | (1.7) | — | 13.0 | 32.4 |
| Corporate & Other (b) | 36.5 | 6.5 | 0.3 | 14.5 | 10.9 |
| Reinsurance Recoverable (c) | — | — | — | — | — |
| Consolidated | $434.3 | $2,420.9 | $502.2 | $4,496.3 | $7,685.0 |
(a) RFIG Run-off loss and loss adjustment expense reserves of $54.9 and unearned premiums of $0.1 have been classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.
(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.
(c) 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 $5.7 billion, $5.4 billion, and $4.8 billion at December 31, 2023, 2022, and 2021, respectively. This accounting treatment does not have any effect on the Company's results of operations.
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||
|---|---|---|---|---|---|
| SCHEDULE IV - REINSURANCE | |||||
| For the Years Ended December 31, 2023, 2022 and 2021 | |||||
| ($ in Millions) | |||||
| Column A | Column B | Column C | Column D | Column E | Column F |
| GrossAmount | Cededto OtherCompanies | Assumedfrom OtherCompanies | NetAmount | Percentageof AmountAssumedto Net | |
| Year Ended December 31, 2023: | |||||
| Life insurance in force | $933.8 | $563.3 | $— | $370.4 | —% |
| Premium Revenues: | |||||
| General Insurance | $6,513.2 | $2,488.6 | $94.7 | $4,119.2 | 2.3% |
| Title Insurance | 2,299.1 | — | 1.8 | 2,300.9 | 0.1 |
| RFIG Run-off | 16.4 | — | — | 16.4 | — |
| Life and Health Insurance: | |||||
| Life insurance | 6.5 | 2.6 | — | 3.8 | — |
| Accident and health insurance | 11.1 | 5.8 | — | 5.3 | — |
| Total Life & Health Insurance | 17.6 | 8.4 | — | 9.1 | — |
| Consolidating adjustments | — | (0.3) | (0.3) | — | — |
| Consolidated | $8,846.4 | $2,496.7 | $96.2 | $6,445.9 | 1.5% |
| Year Ended December 31, 2022: | |||||
| Life insurance in force | $1,266.7 | $784.5 | $— | $482.1 | —% |
| Premium Revenues: | |||||
| General Insurance | $6,021.0 | $2,299.5 | $87.1 | $3,808.6 | 2.3% |
| Title Insurance | 3,498.1 | 0.1 | 2.6 | 3,500.6 | 0.1 |
| RFIG Run-off | 23.2 | — | — | 23.2 | — |
| Life and Health Insurance: | |||||
| Life insurance | 7.1 | 3.2 | — | 3.9 | — |
| Accident and health insurance | 13.7 | 8.0 | — | 5.6 | — |
| Total Life & Health Insurance | 20.8 | 11.2 | — | 9.6 | — |
| Consolidating adjustments | — | (0.3) | (0.3) | — | — |
| Consolidated | $9,563.3 | $2,310.5 | $89.4 | $7,342.1 | 1.2% |
| 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 | 3,958.6 | — | 1.8 | 3,960.5 | — |
| RFIG Run-off | 32.6 | — | — | 32.6 | — |
| Life and Health Insurance: | |||||
| Life insurance | 7.8 | 3.0 | — | 4.8 | — |
| Accident and health insurance | 15.2 | 9.0 | — | 6.1 | — |
| Total Life & Health Insurance | 23.1 | 12.1 | — | 11.0 | — |
| Consolidating adjustments | — | (0.4) | (0.4) | — | — |
| Consolidated | $9,523.6 | $2,039.0 | $75.1 | $7,559.8 | 1.0% |
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||
|---|---|---|---|---|---|
| SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS | |||||
| For the Years Ended December 31, 2023, 2022 and 2021 | |||||
| ($ in Millions) | |||||
| Column A · Column B · Column C · Column D · Column E | |||||
| Additions | |||||
| Description | Balance atBeginning ofPeriod | Charged toCosts andExpenses (a) | Chargedto OtherAccounts -Describe | Deductions - Describe | Balance atEnd ofPeriod |
| Year Ended December 31, 2023: | |||||
| Deducted from Asset Accounts: | |||||
| Reserve for credit losses | $43.0 | $0.6 | $— | $— | $43.6 |
| Year Ended December 31, 2022: | |||||
| Deducted from Asset Accounts: | |||||
| Reserve for credit losses | $40.1 | $2.9 | $— | $— | $43.0 |
| Year Ended December 31, 2021: | |||||
| Deducted from Asset Accounts: | |||||
| Reserve for credit losses | $36.5 | $3.5 | $— | $— | $40.1 |
(a)RFIG Run-off credit loss reserve of $0.1 has been classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
For the Years Ended December 31, 2023, 2022 and 2021
($ in Millions)
| Column A · Column B · Column C · Column D · Column E | |||||||
|---|---|---|---|---|---|---|---|
| Affiliation With Registrant (a) · DeferredPolicyAcquisitionCosts · Loss and Loss AdjustmentExpense Reserves (b) · Discount,If Any,Deducted inColumn C · UnearnedPremiums (b) | |||||||
| Year Ended December 31: | |||||||
| 2023 | $417.6 | $6,955.2 | $179.9 | $2,253.1 | |||
| 2022 | 382.2 | 6,824.8 | 184.7 | 2,028.5 | |||
| 2021 | 349.9 | 6,587.0 | 174.8 | 1,870.7 | |||
| Column A | Column F | Column G | Column H | ||||
| NetInvestmentIncome · Loss and Loss Adjustment ExpensesIncurred Related to | |||||||
| Affiliation With Registrant (a) | EarnedPremiums | CurrentYear | PriorYears | ||||
| Year Ended December 31: | |||||||
| 2023 | $4,119.2 | $462.7 | $2,770.7 | $(234.0) | |||
| 2022 | 3,808.6 | 358.0 | 2,545.1 | (193.1) | |||
| 2021 | 3,555.5 | 342.4 | 2,418.3 | (137.9) | |||
| Column A | Column I | Column J | Column K | ||||
| Affiliation With Registrant (a) | Amortizationof DeferredPolicyAcquisitionCosts | PaidLossand LossAdjustmentExpenses | PremiumsWritten | ||||
| Year Ended December 31: | |||||||
| 2023 | $680.0 | $2,406.2 | $4,356.3 | ||||
| 2022 | 591.2 | 2,114.2 | 3,978.2 | ||||
| 2021 | 501.9 | 2,021.3 | 3,680.9 | ||||
(a)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.
(b)See note (c) 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 Form 10-Q filed August 7, 2023). | |
| (B) | * | Amended and Restated By-laws. (Exhibit 3.1 to Registrant's Form 8-K filed January 9, 2024). | |
| (4) | Instruments defining the rights of security holders, including indentures. | ||
| (A) | * | 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). | |
| (B) | * | 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). | |
| (C) | * | 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). | |
| (D) | * | 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). | |
| (E) | * | 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). | |
| (F) | * | 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). | |
| (G) | * | 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). | |
| (H) | * | Description of Common Stock of the Registrant (Exhibit 4(H) to Registrant's Form 10-K filed February 24, 2023). | |
| (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 Form 10-Q filed March 31, 2014). |
| ** | (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) | * | Old Republic International Corporation 2022 Incentive Compensation Plan. (Exhibit 10.1 to Registrant's Form 8-K filed May 31, 2022). |
| ** | (F) | * | Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.2 to Registrant's Form 8-K filed May 31, 2022). |
| ** | (G) | * | Old Republic International Corporation Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.3 to Registrant's Form 8-K filed May 31, 2022). |
(Exhibit Index, Continued)
| ** | (H) | * | Old Republic International Corporation 2023 Cash Incentive Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 21, 2023). |
| ** | (I) | * | Form of Award Agreement for Old Republic International Corporation 2023 Cash Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 21, 2023). |
| ** | (J) | * | 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.) |
| (K) | * | Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2013). | |
| (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. | ||
| (97) | Old Republic International Corporation Compensation Recovery Policy. | ||
| (101.INS) | XBRL Instance Document - The instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| (101.SCH) | XBRL Taxonomy Extension Schema | ||
| (101.CAL) | XBRL Taxonomy Extension Calculation Linkbase | ||
| (101.DEF) | XBRL Taxonomy Extension Definition Linkbase | ||
| (101.LAB) | XBRL Taxonomy Extension Label Linkbase | ||
| (101.PRE) | XBRL Taxonomy Extension Presentation Linkbase | ||
- 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.