
Years Ended December 31:	2023		2022		2021
Projected benefit obligation at beginning of year	$	452.8	$	604.6	$	639.7
Increases (decreases) during the year attributable to:
Interest cost	23.4		16.4		15.2
Actuarial (gains) losses	10.9		(138.7)		(22.2)
Benefits paid	(30.7)		(29.5)		(28.0)
Net increase (decrease) for the year	3.6		(151.8)		(35.1)
Projected benefit obligation at end of year	$	456.4	$	452.8	$	604.6


Years Ended December 31:	2023		2022		2021
Fair value of net assets available for plan benefits
At beginning of the year	$	507.1	$	556.0	$	479.6
Increases (decreases) during the year attributable to:
Actual return on plan assets	44.2		(19.2)		104.4

Benefits paid	(30.7)		(29.5)		(28.0)
Net increase (decrease) for year	13.4		(48.8)		76.3
Fair value of net assets available for plan benefits
At end of the year	$	520.6	$	507.1	$	556.0

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 2024 based on minimum funding requirements.


	Projected Benefit Obligation				Net Periodic Benefit Cost
As of December 31:	2023		2022		2023		2022		2021
Settlement discount rates	5.15	%	5.40	%	5.40	%	2.80	%	2.45	%
Long-term rates of return on plan assets	N/A		N/A		4.60	%	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, 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:


					Current Investment Policy Asset Allocation % Range Target

As of December 31:	2023		2022
Equity securities:
Common shares of Company stock	16.0	%	13.5	%
Other	—		38.9
Subtotal	16.0		52.4		0% to 25%
Fixed income securities	78.1		44.4		75% to 100%
Other	5.9		3.2		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.


	Fair Value Measurements
As of December 31, 2023:	Level 1		Level 2		Level 3		Total
Equity securities: Company stock	$	83.1	$	—	$	—	$	83.1


Fixed income securities	3.7		402.7		—		406.5
Other	17.0		—		7.3		24.3
Total at fair value	$	103.9	$	402.7	$	7.3	514.0
Securities at net asset value							6.5
Total							$	520.6

As of December 31, 2022:
Equity securities:
Common shares of Company stock	$	68.3	$	—	$	—	$	68.3
Other	197.5		—		—		197.5
Subtotal	265.8		—		—		265.8
Fixed income securities	—		225.0		—		225.0
Other	7.1		—		5.9		13.0
Total at fair value	$	273.0	$	225.0	$	5.9	504.0
Securities at net asset value							3.1
Total							$	507.1

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.

As periodically amended, the Company has had a stock-based incentive compensation plan in effect for certain eligible employees since 1978. Stock-based compensation is currently awarded under the 2022 Incentive Compensation Plan (the 2022 Plan) which was adopted following approval by shareholders on May 26, 2022, thereby replacing the 2016 Incentive Compensation Plan (the 2016 Plan). Under the 2022 Plan, a total of 20.0 million new shares, plus the approximately 4.7 million shares that remained available for issuance under the 2016 Plan, became available for future awards through February 2032. The maximum number of shares available as of December 31, 2023 for future issuance under the 2022 Plan was approximately 17.7 million shares.

As of December 31, 2023, there was $29.7 of total unrecognized compensation cost related to nonvested stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately three years.

Stock options granted have an exercise price equal to the closing market price of the Company's common stock on the date of grant. All grants have a 10-year term. Options granted under the 2022 Plan vest ratably over three years at each anniversary date. Options granted under the 2016 and prior plans vest as follows: 10% as of December 31 of the year of the grant and, cumulatively, an additional 15%, 20%, 25%, and 30% on and after the second through fifth calendar years, respectively.

The following table presents the key assumptions used to value the option 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.

A summary of stock option activity under the 2022 and 2016 Incentive Plans as of December 31, 2023, 2022, and 2021, and changes in outstanding options during the years then ended is presented below:


	As of and for the Years Ended December 31,
	2023				2022				2021
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	9,619,004		$	20.68	8,344,470		$	19.57	9,494,651		$	18.36
Granted	2,990,000		25.22		2,660,000		23.28		2,216,250		21.30
Exercised	1,694,106		19.49		1,285,783		18.94		3,259,273		17.28
Forfeited and expired	44,684		22.04		99,683		19.78		107,158		18.32
Outstanding at end of year	10,870,214		22.10		9,619,004		20.68		8,344,470		19.57

Exercisable at end of year	4,790,571		$	20.31	4,562,063		$	19.53	4,652,951		$	19.22

Weighted average fair value of
options granted during the year (a)	$	3.76	per share		$	3.31	per share		$	1.86	per share


				Options Outstanding				Options Exercisable
					Weighted Average				Weighted Average Exercise Price
Exercise Prices			Year of Grant	Number Outstanding	Remaining Contractual Life	Exercise Price		Number Exercisable
$16.06			2014	74,788	0.25	$	16.06	74,788	$	16.06
$15.26			2015	123,061	1.25	15.26		123,061	15.26
$18.14			2016	252,893	2.25	18.14		252,893	18.14
$19.98			2017	407,633	3.25	19.98		407,633	19.98
$20.98			2018	573,174	4.25	20.98		573,174	20.98
$21.12	to	$21.99	2019	973,628	5.25	21.16		973,628	21.16
$16.17	to	$22.72	2020	1,295,913	6.25	17.45		878,634	17.50
$21.30			2021	1,761,193	7.25	21.30		829,759	21.30
$22.92	to	$24.49	2022	2,429,431	8.25	23.30		677,001	23.33
$24.31	to	$25.52	2023	2,978,500	9.25	25.22		—	—
Total				10,870,214		$	22.10	4,790,571	$	20.31

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:


	2023		2022		2021
Cash received from stock option exercise	$	33.0	$	24.3	$	56.3
Intrinsic value of stock options exercised	17.5		7.9		24.2
Actual tax benefit realized for tax deductions from stock options exercised	$	3.6	$	1.6	$	5.0

The Company issues restricted common stock awards which represent a right to receive a share of stock. These awards are granted at market price, have voting rights unless otherwise provided in the applicable award agreement, and vest ratably over three years on each anniversary date. During the vesting period, restricted shares are nontransferable and subject to forfeiture.

A summary of restricted stock activity under the 2022 Incentive Plan as of December 31, 2023 and 2022, and changes in outstanding restricted stock awards during the years then ended is presented below:


	As of and for the Year Ended December 31,
	2023			2022
		Weighted			Weighted
		Average			Average
		Grant Date			Grant Date
	Shares	Fair Value		Shares	Fair Value
Nonvested at beginning of year	659,874	$	23.70	33,539	$	21.32
Granted	823,907	25.15		644,356	23.76
Vested	(225,289)	23.60		(16,901)	21.20
Forfeited	(1,376)	25.05		(1,120)	22.34
Nonvested at end of year	1,257,116	$	24.67	659,874	$	23.70

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:

Effective December 30, 2022, a profit sharing plan was merged into the Old Republic International Corporation Employees Savings and Stock Ownership Plan (ESSOP) and the merged plan was renamed the ORI 401(k) Savings and Profit Sharing Plan (the merged plan). A majority of the Company's employees participate in the merged plan. Annual Company contributions are provided in the form of cash and Old Republic common stock and are based on formulas applied to growth in net income excluding investment gains (losses) and underwriting profitability.

The merged plan is currently leveraged and owns 3,955,122 unallocated shares as of December 31, 2023. Prior to the merger, the ESSOP purchased 2,200,000 shares ($34.0), 2,383,625 shares ($50.0), and 3,337,000 shares ($50.0) of Old Republic common stock during 2015, 2018, and 2020, respectively, all of which was financed by loans from the Company and its participating subsidiaries. As of December 31, 2023, there were 19,362,130 Old Republic common shares owned by the ORI 401(k) Savings and Profit Sharing Plan, of which 15,407,008 were allocated to employees' account balances. Dividends on unallocated shares are used to pay debt service costs. There are no repurchase obligations in existence.

Cash, deferred, and other incentive compensation includes performance recognition compensation. Such amounts are generally determined based on performance metrics including premiums and fees growth, growth in operating earnings, underwriting results, and achieved return on equity in excess of a preset minimum.

In March 2023, the Compensation Committee of the Company’s Board of Directors approved the Old Republic International Corporation 2023 Performance Recognition Plan (PRP), replacing the previous Key Employee Performance Recognition Plans, as a means of providing cash incentive compensation to named executive officers and certain other senior managers. The PRP is an objective performance-based program providing for annual payouts based on satisfaction of specified performance objectives and individual performance. Financial statement accruals established during 2023 reflect the Company’s estimate of annual performance-based incentive awards under the PRP. During the third quarter of 2023, certain structural changes were made to the previously deferred awards made under the Key Employee Performance Recognition Plans, resulting in a one-time charge of $10.7, reflected within underwriting, acquisition, and other expenses in the consolidated statement of income.