Schedule II - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2023

Condensed Financial Information of Registrant


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


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


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


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.