ORI 10-K Annual Report Dec. 31, 2023 | Alphaminr
OLD REPUBLIC INTERNATIONAL CORP

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

OLD REPUBLIC INTERNATIONAL CORP
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TABLE OF CONTENTS
Part IprintItem 1 - BusinessprintItem 1A - Risk FactorsprintItem 1B - Unresolved Staff CommentsprintItem 1C - CybersecurityprintItem 2 - PropertiesprintItem 3 - Legal ProceedingsprintItem 4 - Mine Safety DisclosuresprintPart IIprintItem 5 - Market For The Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases Of Equity SecuritiesprintItem 5 - Market For The Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases Of EquityprintItem 7 - Management Analysis Of Financial Position and Results Of OperationsprintItem 7A - Quantitative and Qualitative Disclosure About Market Risk($ in Millions)printItem 7A - Quantitative and Qualitative Disclosure About Market RiskprintItem 8 - Financial Statements and Supplementary DataprintNote 1 - Summary Of Significant Accounting PoliciesprintNote 2 - Disposition Of Rmic Companies, Inc. (rmicc)printNote 3 - InvestmentsprintNote 4 - Deferred Policy Acquisition CostsprintNote 5 - Loss and Loss Adjustment ExpensesprintNote 6 - Reinsurance and Retention LimitsprintNote 7 - Income TaxesprintNote 8 - Employee Benefit PlansprintNote 9 - Net Income Per ShareprintNote 10 - Credit LossesprintNote 11 - DebtprintNote 12 - Shareholders' EquityprintNote 13 - Commitments and Contingent LiabilitiesprintNote 14 - LeasesprintNote 15 - Consolidated Quarterly Results - UnauditedprintNote 16 - Segment InformationprintNote 17 - Transactions with AffiliatesprintNote 18 - Subsequent EventprintItem 9 - Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A - Controls and ProceduresprintItem 9B - Other InformationprintPart IIIprintItem 10 - Directors, Executive Officers, and Corporate GovernanceprintItem 11 - Executive CompensationprintItem 12 - Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13 - Certain Relationships and Related TransactionsprintItem 14 - Principal Accountant Fees and ServicesprintPart IVprintItem 15 - ExhibitsprintNote 2 - Investments in Consolidated SubsidiariesprintNote 3 - DebtprintNote 4 - Common Stock Repurchasesprint

Exhibits

(A) * Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's Form 10-Q filedAugust7, 2023). (B) * Amended and Restated By-laws. (Exhibit3.1to Registrant's Form 8-K filed January9, 2024). (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). (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). ** (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). ** (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 InternationalCorporation 2023 Cash Incentive Plan (Exhibit 10.2to 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.