KMPR 10-K Annual Report Dec. 31, 2023

KEMPER CORP

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PROXIES

DEF 14A	Filed on March 20, 2024
DEF 14A	Filed on March 22, 2023
DEF 14A	Filed on March 23, 2022
DEF 14A	Filed on March 24, 2021
DEF 14A	Filed on March 25, 2020
DEF 14A	Filed on March 20, 2019
DEF 14A	Filed on March 24, 2017
DEF 14A	Filed on March 24, 2016
DEF 14A	Filed on March 27, 2015
DEF 14A	Filed on March 28, 2014
DEF 14A	Filed on March 22, 2013
DEF 14A	Filed on March 23, 2012
DEF 14A	Filed on March 28, 2011
DEF 14A	Filed on March 29, 2010

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 1C. Cybersecurity Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Note 23, Debt, To The Consolidated Financial Statements For More Information Regarding The Company S Long-term Debt Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 7A. Quantitative and Qualitative Disclosures About Market Risk. (continued)Item 8. Financial Statements and Supplementary Data Note 1. Basis Of Presentation and Significant Estimates Note 2. Summary Of Accounting Policies and Accounting Changes Note 2. Summary Of Accounting Policies and Accounting Changes (continued)Note 3. Net Loss Per Unrestricted Share Note 4. Dispositions Note 4. Dispositions (continued)Note 5. Business Segments Note 5. Business Segments (continued)Note 6. Property and Casualty Insurance Reserves Note 6. Property and Casualty Insurance Reserves (continued)Note 7. Liability For Future Policyholder Benefits Note 7. Liability For Future Policyholder Benefits (continued)Note 8. Deferred Policy Acquisition Costs Note 9. Insurance Expenses Note 10. Investments Note 10. Investments (continued)Note 11. Income From Investments Note 11. Income From Investments (continued)Note 12. Derivatives Note 12. Derivatives (continued)Note 13. Fair Value Measurements Note 13. Fair Value Measurements (continued)Note 14. Goodwill and Intangible Assets Note 14. Goodwill and Intangible Assets (continued)Note 15. Variable Interest Entities Note 15. Variable Interest Entities (continued)Note 16. Other Comprehensive Income (loss) and Accumulated Other Comprehensive Loss Note 16. Other Comprehensive Income (loss) and Accumulated Other Comprehensive Loss (continued)Note 17. Shareholders Equity Note 18. Statutory Financial Information and Dividend Limitations Note 18. Statutory Financial Information and Dividend Limitations (continued)Note 19. Pension Benefits Note 19. Pension Benefits (continued)Note 20. Postretirement Benefits Other Than Pensions Note 20. Postretirement Benefits Other Than Pensions (continued)Note 21. Long-term Equity-based Compensation Note 21. Long-term Equity-based Compensation (continued)Note 22. Policyholder Obligations Note 22. Policyholder Obligations (continued)Note 23. Debt Note 23. Debt (continued)Note 24. Leases Note 24. Leases (continued)Note 25. Catastrophe Reinsurance Note 25. Catastrophe Reinsurance (continued)Note 26. Other Reinsurance Note 27. Income Taxes Note 27. Income Taxes (continued)Note 28. Commitments and Contingencies Note 29. Related Parties Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules Item 16. Form 10-k Summary Note 1. Summary Of Significant Accounting Policies Note 2. Guarantees Note 3. Supplemental Disclosure Of Cash Flow Information Note 4. Leases Note 4. Leases (continued)Note 5. Debt Note 5. Debt (continued)

Exhibits

3.1 Restated Certificate of Incorporation 8-K 001-18298 3.2 August 8, 2014 3.2 Amended and Restated Bylaws of Kemper Corporation 8-K 001-18298 3.1 December 6, 2022 4.1 Indenture, dated as of February 27, 2014, by and between Kemper Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 001-18298 4.1 February 27, 2014 4.2 Second Supplemental Indenture, dated as of February 24, 2015, to the Indenture, dated as of February 27, 2014, between Kemper Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of 4.350% Senior Notes due 2025) 8-K 001-18298 4.2 February 24, 2015 4.3 Indenture, dated as of September 29, 2020, by and between the Company and U.S. Bank National Association 8-K 001-18298 4.1 September 29, 2020 4.4 First Supplemental Indenture, dated as of September 29, 2020, by and between the Company and U.S. Bank National Association (Including the form of 2.400% Senior Notes due 2030) 8-K 001-18298 4.2 September 29, 2020 4.5 Second Supplemental Indenture, dated as of February 23, 2022, by and between the Company and U.S. Bank Trust Company, National Association (Including the form of 3.800% Senior Notes due 2032) 8-K 001-18298 4.2 February 23, 2022 4.6 Third Supplemental Indenture, dated as of March 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association (Including the form of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062) 8-K 001-18298 4.2 March 10, 2022 4.7 Form of Certificate Representing Shares of Kemper Corporation Common Stock 10-K 001-18298 4.7 February 20, 2019 4.8 Description of Securities Registered Under Section 12 of the Exchange Act 10.1 Third Amended and Restated Credit Agreement, dated as of March 15, 2022, by and among the Company, as the borrower, the lenders and issuing banks from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent 8-K 001-18298 10.1 March 17, 2022 10.2 Advances and Security Agreement and Addendum to Advances and Security Agreement, effective as of December 31, 2013, between Trinity Universal Insurance Company and the Federal Home Loan Bank of Dallas 10-K 001-18298 10.2 February 14, 2014 10.3 Advances, Collateral Pledge, and Security Agreement, dated as of March 18, 2014, between United Insurance Company of America and the Federal Home Loan Bank of Chicago 8-K 001-18298 10.1 March 21, 2014 10.4 Advances and Security Agreement, effective August 14, 2020, between Alliance United Insurance Company and the Federal Home Loan Bank of San Francisco 8-K/A 001-18298 10.1 August 20, 2020 10.5 Advances, Collateral Pledge, and Security Agreement, dated as of May 10, 2022, between American Access Casualty Company and the Federal Home Loan Bank of Chicago 8-K 001-18298 10.1 May 11, 2022 10.6* Kemper Pension Equalization Plan, as amended and restated effective August 25, 2011, as amended by Amendment No. 2 effective September 16, 2013 10-K 001-18298 10.3 February 14, 2014 10.7* Kemper Supplemental Retirement Plan, as amended and restated effective September 22, 2016 10-K 001-18298 10.5 February 13, 2017 10.8* Kemper 2011 Omnibus Equity Plan, as amended and restated effective February 8, 2017 10-K 001-18298 10.17 February 13, 2017 10.9* Form of Stock Option and SAR Agreement for Non-employee Directors, as of May 1, 2013, under the Kemper 2011 Omnibus Equity Plan 10-Q 001-18298 10.1 May 2, 2013 10.10* Form of Deferred Stock Unit Agreement for Non-employee Directors, as of May 1, 2013, under the Kemper 2011 Omnibus Equity Plan 10-Q 001-18298 10.2 May 2, 2013 10.11* Form of Stock Option and SAR Agreement - Installment-Vesting Form, as of February 4, 2014, under the Kemper 2011 Omnibus Equity Plan 10-K 001-18298 10.24 February 14, 2014 10.12* Form of Stock Option and SAR Agreement - Installment-Vesting Form, as of February 7, 2017, under the Kemper 2011 Omnibus Equity Plan 10-K 001-18298 10.31 February 13, 2017 10.13* Form of Non-Qualified Stock Option and SAR Award Agreement (Installment Vesting), as of February 6, 2018, under the Kemper 2011 Omnibus Equity Plan 10-K 001-18298 10.39 February 13, 2018 10.14* Kemper Executive Performance Plan, amended and restated as of May 1, 2018 10-Q 001-18298 10.2 July 30, 2018 10.15* Form of individual Indemnification Agreements between Kemper and its directors and executive officers 8-K 001-18298 10.1 February 11, 2020 10.17* Form of Non-Employee Director Restricted Stock Unit Award Agreement as of May 5, 2020 under the 2020 Omnibus Equity Plan 8-K 001-18298 10.1 May 11, 2020 10.18* Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff-Vesting) as of May 5, 2020 under the 2020 Omnibus Equity Plan 8-K 001-18298 10.2 May 11, 2020 10.19* Form of Non-Qualified Stock Option and SAR Award Agreement (Installment-Vesting) as of May 5, 2020 under the 2020 Omnibus Equity Plan 8-K 001-18298 10.3 May 11, 2020 10.20* Form of Performance Share Unit Award Agreement (Adjusted ROE) as of May 5, 2020 under the 2020 Omnibus Equity Plan 8-K 001-18298 10.6 May 11, 2020 10.21* Form of Performance Share Unit Award Agreement (Relative TSR) as of May 5, 2020 under the 2020 Omnibus Equity Plan 8-K 001-18298 10.7 May 11, 2020 10.22* Form of individual change in control severance agreements between Kemper and its executive officers 10-K 001-18298 10.42 February 13, 2017 10.23* Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan 10.24* Form of Non-Qualified Stock Option and SAR Award Agreement (Installment Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan 10.25* Form of Restricted Stock Unit Award Agreement (Cliff Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan 10.26* Form of Restricted Stock Unit Award Agreement (Installment Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan 10.27* Form of Performance Share Unit Award Agreement (Adjusted ROE) as of February 1, 2022 under the 2020 Equity Omnibus Plan 10.28* Form of Performance Share Unit Award Agreement (Relative TSR) as of February 1, 2022 under the 2020 Equity Omnibus Plan 10.29* Form of Special Equity Award Agreement as of February 1, 2022 under the 2020 Omnibus Equity Plan 10.31* Form of Non-Employee Director Restricted Stock Unit Award Agreement as of May 2, 2023 under the 2023 Omnibus Plan 10-Q 001-18298 10.1 August 7, 2023 10.32* Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan 10.2 August 7, 2023 10.33* Form of Non-Qualified Stock Option and SAR Award Agreement (Installment-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan 10.3 August 7, 2023 10.34* Form of Restricted Stock Unit Award Agreement (Cliff-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan 10.4 August 7, 2023 10.35* Form of Restricted Stock Unit Award Agreement (Installment-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan 10.5 August 7, 2023 10.36* Form of Performance Share Unit Award Agreement (Adjusted ROE) as of May 2, 2023 under the 2023 Omnibus Plan 10.6 August 7, 2023 10.37* Form of Performance Share Unit Award Agreement (Relative TSR) as of May 2, 2023 under the 2023 Omnibus Plan 10.7 August 7, 2023 18.1 Preferability letter from Deloitte & Touche LLP regarding change in accounting principle 21 Subsidiaries of Kemper Corporation 23 Consent of Deloitte& Touche LLP 31.1 Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a) 31.2 Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a) 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K) 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K) 97.1 Kemper Corporation Policy on Recoupment of Incentive Compensation

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KMPR 10-K Fiscal year ended Dec. 31, 2023

Exhibits