000007426012/312024Q2FALSE12,118.012,263.01,413.31,511.90.010.010.010.0175,000,00075,000,00075,000,00075,000,000001.001.001.001.00500,000,000500,000,000500,000,000500,000,000258,493,941278,392,2631.001.001.001.00100,000,000100,000,000100,000,000100,000,00000——1.64.54.8754.8753.8753.8753.8503.85015.619.832.339.1xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureori:segment00000742602024-01-012024-06-3000000742602024-06-3000000742602023-12-310000074260us-gaap:DebtSecuritiesMember2024-06-300000074260us-gaap:DebtSecuritiesMember2023-12-310000074260us-gaap:EquitySecuritiesMember2024-06-300000074260us-gaap:EquitySecuritiesMember2023-12-310000074260us-gaap:CommonClassBMember2023-12-310000074260us-gaap:CommonClassBMember2024-06-3000000742602024-04-012024-06-3000000742602023-04-012023-06-3000000742602023-01-012023-06-300000074260us-gaap:PreferredStockMember2024-03-310000074260us-gaap:PreferredStockMember2023-03-310000074260us-gaap:PreferredStockMember2024-06-300000074260us-gaap:PreferredStockMember2023-06-300000074260us-gaap:CommonStockMember2024-03-310000074260us-gaap:CommonStockMember2023-03-310000074260us-gaap:CommonStockMember2023-12-310000074260us-gaap:CommonStockMember2022-12-310000074260us-gaap:CommonStockMember2024-04-012024-06-300000074260us-gaap:CommonStockMember2023-04-012023-06-300000074260us-gaap:CommonStockMember2024-01-012024-06-300000074260us-gaap:CommonStockMember2023-01-012023-06-300000074260us-gaap:CommonStockMember2024-06-300000074260us-gaap:CommonStockMember2023-06-300000074260us-gaap:AdditionalPaidInCapitalMember2024-03-310000074260us-gaap:AdditionalPaidInCapitalMember2023-03-310000074260us-gaap:AdditionalPaidInCapitalMember2023-12-310000074260us-gaap:AdditionalPaidInCapitalMember2022-12-310000074260us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300000074260us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300000074260us-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-300000074260us-gaap:AdditionalPaidInCapitalMember2023-01-012023-06-300000074260us-gaap:AdditionalPaidInCapitalMember2024-06-300000074260us-gaap:AdditionalPaidInCapitalMember2023-06-300000074260us-gaap:RetainedEarningsMember2024-03-310000074260us-gaap:RetainedEarningsMember2023-03-310000074260us-gaap:RetainedEarningsMember2023-12-310000074260us-gaap:RetainedEarningsMember2022-12-310000074260us-gaap:RetainedEarningsMember2024-04-012024-06-300000074260us-gaap:RetainedEarningsMember2023-04-012023-06-300000074260us-gaap:RetainedEarningsMember2024-01-012024-06-300000074260us-gaap:RetainedEarningsMember2023-01-012023-06-300000074260us-gaap:RetainedEarningsMember2024-06-300000074260us-gaap:RetainedEarningsMember2023-06-300000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-06-300000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300000074260us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000074260ori:UnallocatedEssopSharesMember2024-03-310000074260ori:UnallocatedEssopSharesMember2023-03-310000074260ori:UnallocatedEssopSharesMember2023-12-310000074260ori:UnallocatedEssopSharesMember2022-12-310000074260ori:UnallocatedEssopSharesMember2024-04-012024-06-300000074260ori:UnallocatedEssopSharesMember2023-04-012023-06-300000074260ori:UnallocatedEssopSharesMember2024-01-012024-06-300000074260ori:UnallocatedEssopSharesMember2023-01-012023-06-300000074260ori:UnallocatedEssopSharesMember2024-06-300000074260ori:UnallocatedEssopSharesMember2023-06-300000074260us-gaap:TreasuryStockCommonMember2024-03-310000074260us-gaap:TreasuryStockCommonMember2023-03-310000074260us-gaap:TreasuryStockCommonMember2023-12-310000074260us-gaap:TreasuryStockCommonMember2022-12-310000074260us-gaap:TreasuryStockCommonMember2024-04-012024-06-300000074260us-gaap:TreasuryStockCommonMember2023-04-012023-06-300000074260us-gaap:TreasuryStockCommonMember2024-01-012024-06-300000074260us-gaap:TreasuryStockCommonMember2023-01-012023-06-300000074260us-gaap:TreasuryStockCommonMember2024-06-300000074260us-gaap:TreasuryStockCommonMember2023-06-300000074260us-gaap:PreferredStockMember2023-12-310000074260us-gaap:PreferredStockMember2022-12-3100000742602022-12-3100000742602023-06-3000000742602023-11-112024-06-300000074260us-gaap:DisposalGroupNotDiscontinuedOperationsMember2024-05-310000074260ori:FixedMaturitySecuritiesUSCanadianGovernmentsMember2024-06-300000074260us-gaap:USStatesAndPoliticalSubdivisionsMember2024-06-300000074260us-gaap:CorporateDebtSecuritiesMember2024-06-300000074260ori:FixedMaturitySecuritiesUSCanadianGovernmentsMember2023-12-310000074260us-gaap:USStatesAndPoliticalSubdivisionsMember2023-12-310000074260us-gaap:CorporateDebtSecuritiesMember2023-12-310000074260us-gaap:FairValueInputsLevel1Memberori:FixedMaturitySecuritiesUSCanadianGovernmentsMember2024-06-300000074260us-gaap:FairValueInputsLevel2Memberori:FixedMaturitySecuritiesUSCanadianGovernmentsMember2024-06-300000074260ori:FixedMaturitySecuritiesUSCanadianGovernmentsMemberus-gaap:FairValueInputsLevel3Member2024-06-300000074260us-gaap:FairValueInputsLevel1Memberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-06-300000074260us-gaap:FairValueInputsLevel2Memberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-06-300000074260us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel3Member2024-06-300000074260us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMember2024-06-300000074260us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2024-06-300000074260us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-06-300000074260us-gaap:FairValueInputsLevel1Member2024-06-300000074260us-gaap:FairValueInputsLevel2Member2024-06-300000074260us-gaap:FairValueInputsLevel3Member2024-06-300000074260us-gaap:FairValueInputsLevel1Memberus-gaap:EquitySecuritiesMember2024-06-300000074260us-gaap:FairValueInputsLevel2Memberus-gaap:EquitySecuritiesMember2024-06-300000074260us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-06-300000074260us-gaap:FairValueInputsLevel1Memberori:FixedMaturitySecuritiesUSCanadianGovernmentsMember2023-12-310000074260us-gaap:FairValueInputsLevel2Memberori:FixedMaturitySecuritiesUSCanadianGovernmentsMember2023-12-310000074260ori:FixedMaturitySecuritiesUSCanadianGovernmentsMemberus-gaap:FairValueInputsLevel3Member2023-12-310000074260us-gaap:FairValueInputsLevel1Memberus-gaap:USStatesAndPoliticalSubdivisionsMember2023-12-310000074260us-gaap:FairValueInputsLevel2Memberus-gaap:USStatesAndPoliticalSubdivisionsMember2023-12-310000074260us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel3Member2023-12-310000074260us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000074260us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000074260us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2023-12-310000074260us-gaap:FairValueInputsLevel1Member2023-12-310000074260us-gaap:FairValueInputsLevel2Member2023-12-310000074260us-gaap:FairValueInputsLevel3Member2023-12-310000074260us-gaap:FairValueInputsLevel1Memberus-gaap:EquitySecuritiesMember2023-12-310000074260us-gaap:FairValueInputsLevel2Memberus-gaap:EquitySecuritiesMember2023-12-310000074260us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2023-12-310000074260us-gaap:DebtSecuritiesMember2024-04-012024-06-300000074260us-gaap:DebtSecuritiesMember2023-04-012023-06-300000074260us-gaap:DebtSecuritiesMember2024-01-012024-06-300000074260us-gaap:DebtSecuritiesMember2023-01-012023-06-300000074260us-gaap:EquitySecuritiesMember2024-04-012024-06-300000074260us-gaap:EquitySecuritiesMember2023-04-012023-06-300000074260us-gaap:EquitySecuritiesMember2024-01-012024-06-300000074260us-gaap:EquitySecuritiesMember2023-01-012023-06-300000074260us-gaap:ShortTermInvestmentsMember2024-04-012024-06-300000074260us-gaap:ShortTermInvestmentsMember2023-04-012023-06-300000074260us-gaap:ShortTermInvestmentsMember2024-01-012024-06-300000074260us-gaap:ShortTermInvestmentsMember2023-01-012023-06-300000074260us-gaap:InvestmentsMember2024-04-012024-06-300000074260us-gaap:InvestmentsMember2023-04-012023-06-300000074260us-gaap:InvestmentsMember2024-01-012024-06-300000074260us-gaap:InvestmentsMember2023-01-012023-06-300000074260us-gaap:EquitySecuritiesMember2024-04-012024-06-300000074260us-gaap:EquitySecuritiesMember2023-04-012023-06-300000074260us-gaap:EquitySecuritiesMember2024-01-012024-06-300000074260us-gaap:EquitySecuritiesMember2023-01-012023-06-300000074260us-gaap:OtherInvestmentsMember2024-04-012024-06-300000074260us-gaap:OtherInvestmentsMember2023-04-012023-06-300000074260us-gaap:OtherInvestmentsMember2024-01-012024-06-300000074260us-gaap:OtherInvestmentsMember2023-01-012023-06-300000074260us-gaap:DebtSecuritiesMember2024-04-012024-06-300000074260us-gaap:DebtSecuritiesMember2023-04-012023-06-300000074260us-gaap:DebtSecuritiesMember2024-01-012024-06-300000074260us-gaap:DebtSecuritiesMember2023-01-012023-06-300000074260ori:EquitySecuritiesOtherLongTermInvestmentsMember2024-04-012024-06-300000074260ori:EquitySecuritiesOtherLongTermInvestmentsMember2023-04-012023-06-300000074260ori:EquitySecuritiesOtherLongTermInvestmentsMember2024-01-012024-06-300000074260ori:EquitySecuritiesOtherLongTermInvestmentsMember2023-01-012023-06-300000074260ori:GeneralInsuranceSegmentMember2023-12-310000074260ori:GeneralInsuranceSegmentMember2022-12-310000074260ori:TitleInsuranceGroupMember2023-12-310000074260ori:TitleInsuranceGroupMember2022-12-310000074260ori:CorporateOtherMember2023-12-310000074260ori:CorporateOtherMember2022-12-310000074260ori:GeneralInsuranceSegmentMember2024-01-012024-06-300000074260ori:GeneralInsuranceSegmentMember2023-01-012023-06-300000074260ori:TitleInsuranceGroupMember2024-01-012024-06-300000074260ori:TitleInsuranceGroupMember2023-01-012023-06-300000074260ori:CorporateOtherMember2024-01-012024-06-300000074260ori:CorporateOtherMember2023-01-012023-06-300000074260ori:GeneralInsuranceSegmentMember2024-06-300000074260ori:GeneralInsuranceSegmentMember2023-06-300000074260ori:TitleInsuranceGroupMember2024-06-300000074260ori:TitleInsuranceGroupMember2023-06-300000074260ori:CorporateOtherMember2024-06-300000074260ori:CorporateOtherMember2023-06-300000074260us-gaap:StockCompensationPlanMember2024-04-012024-06-300000074260us-gaap:StockCompensationPlanMember2023-04-012023-06-300000074260us-gaap:StockCompensationPlanMember2024-01-012024-06-300000074260us-gaap:StockCompensationPlanMember2023-01-012023-06-300000074260ori:SeniorNotesDue2024Member2024-06-300000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2024Member2024-06-300000074260ori:SeniorNotesDue2024Member2023-12-310000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2024Member2023-12-310000074260ori:SeniorNotesDue2026Member2024-06-300000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2026Member2024-06-300000074260ori:SeniorNotesDue2026Member2023-12-310000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2026Member2023-12-310000074260ori:SeniorNotesDue2034Member2024-06-300000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2034Member2024-06-300000074260ori:SeniorNotesDue2034Member2023-12-310000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2034Member2023-12-310000074260ori:SeniorNotesDue2051Member2024-06-300000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2051Member2024-06-300000074260ori:SeniorNotesDue2051Member2023-12-310000074260us-gaap:FairValueInputsLevel2Memberori:SeniorNotesDue2051Member2023-12-310000074260ori:May122023AuthorizationMember2024-06-300000074260ori:March12024AuthorizationMember2024-06-300000074260us-gaap:SubsequentEventMember2024-07-012024-08-010000074260us-gaap:SubsequentEventMember2024-08-010000074260us-gaap:OperatingSegmentsMemberori:GeneralInsuranceGroupMember2024-04-012024-06-300000074260us-gaap:OperatingSegmentsMemberori:GeneralInsuranceGroupMember2023-04-012023-06-300000074260us-gaap:OperatingSegmentsMemberori:GeneralInsuranceGroupMember2024-01-012024-06-300000074260us-gaap:OperatingSegmentsMemberori:GeneralInsuranceGroupMember2023-01-012023-06-300000074260us-gaap:OperatingSegmentsMemberori:TitleInsuranceGroupMember2024-04-012024-06-300000074260us-gaap:OperatingSegmentsMemberori:TitleInsuranceGroupMember2023-04-012023-06-300000074260us-gaap:OperatingSegmentsMemberori:TitleInsuranceGroupMember2024-01-012024-06-300000074260us-gaap:OperatingSegmentsMemberori:TitleInsuranceGroupMember2023-01-012023-06-300000074260ori:TotalOfMajorSegmentsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300000074260ori:TotalOfMajorSegmentsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300000074260ori:TotalOfMajorSegmentsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300000074260ori:TotalOfMajorSegmentsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300000074260us-gaap:CorporateNonSegmentMember2024-04-012024-06-300000074260us-gaap:CorporateNonSegmentMember2023-04-012023-06-300000074260us-gaap:CorporateNonSegmentMember2024-01-012024-06-300000074260us-gaap:CorporateNonSegmentMember2023-01-012023-06-300000074260us-gaap:IntersegmentEliminationMember2024-04-012024-06-300000074260us-gaap:IntersegmentEliminationMember2023-04-012023-06-300000074260us-gaap:IntersegmentEliminationMember2024-01-012024-06-300000074260us-gaap:IntersegmentEliminationMember2023-01-012023-06-300000074260us-gaap:OperatingSegmentsMemberori:GeneralInsuranceGroupMember2024-06-300000074260us-gaap:OperatingSegmentsMemberori:GeneralInsuranceGroupMember2023-12-310000074260us-gaap:OperatingSegmentsMemberori:TitleInsuranceGroupMember2024-06-300000074260us-gaap:OperatingSegmentsMemberori:TitleInsuranceGroupMember2023-12-310000074260ori:TotalOfMajorSegmentsMemberus-gaap:OperatingSegmentsMember2024-06-300000074260ori:TotalOfMajorSegmentsMemberus-gaap:OperatingSegmentsMember2023-12-310000074260us-gaap:CorporateNonSegmentMember2024-06-300000074260us-gaap:CorporateNonSegmentMember2023-12-310000074260us-gaap:IntersegmentEliminationMember2024-06-300000074260us-gaap:IntersegmentEliminationMember2023-12-310000074260ori:GeneralInsuranceGroupMember2024-04-012024-06-300000074260ori:GeneralInsuranceGroupMember2023-04-012023-06-300000074260ori:GeneralInsuranceGroupMember2024-01-012024-06-300000074260ori:GeneralInsuranceGroupMember2023-01-012023-06-30

Registrant's telephone number, including area code: 312-346-8100

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: ☒ No: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: ☐  No: ☒

The number of shares of the Registrant's Common Stock outstanding at June 30, 2024 was 258,493,941.

There are 41 pages in this report

_________

(a)    The sale of the RFIG Run-off mortgage insurance business closed effective May 31, 2024. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.

Old Republic International Corporation is a Chicago-based holding company engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into two segments: General Insurance (property and liability insurance) and Title Insurance. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of the Republic Financial Indemnity Group (RFIG) Run-off business, previously a reportable segment, are deemed immaterial and are reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with a small life and accident insurance business. Prior period amounts have been reclassified to reflect the change in reportable segments. "Old Republic" or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires.

Accounting Principles - The accompanying consolidated financial statements have been prepared in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). These interim financial statements should be read in conjunction with these notes and those included in the Company's 2023 Annual Report on Form 10-K incorporated herein by reference. The financial accounting and reporting process relies on estimates and on the exercise of judgment. In the opinion of management all adjustments consisting only of normal recurring accruals necessary for a fair presentation of interim periods' results and financial position have been recorded. Pertinent accounting and disclosure pronouncements issued from time to time by the FASB are adopted by the Company as they become effective.

Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.

Accounting Standards Pending Adoption – In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance expands the breadth and frequency of segment disclosures, including additional disclosures about significant segment expenses. Among other requirements, the guidance:

•Introduces a new requirement to disclose certain significant segment expenses regularly provided to the chief operating decision maker (CODM),

•Extends certain annual disclosures to interim periods,

•Permits more than one measure of segment profit or loss to be reported under certain conditions, and

•Requires disclosure of the title and position of the CODM.

The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company continues to evaluate the requirements of this guidance for inclusion in its 2024 Annual Report on Form 10-K.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures which will require further disaggregation of existing disclosures for the effective tax rate reconciliation and income taxes paid. More specifically, the amendments will require entities to disclose:

•A tabular effective tax rate reconciliation, broken out into specific categories with certain reconciling items above a 5% threshold further broken out by nature and/or jurisdiction, and

•Income taxes paid (net of refunds received), broken out between federal, state and foreign, and net amounts paid to an individual jurisdiction that exceed 5% of the total.

The requirements are effective for fiscal years beginning after December 15, 2024. The Company continues to evaluate the requirements of this guidance.

Investments - The Company classifies its fixed income securities as those it either (1) has the intent and ability to hold until maturity, (2) has available for sale, or (3) has the intention of trading. The Company's entire fixed income portfolio is classified as available for sale.

Fixed income securities classified as available for sale are reported at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Equity securities are reported at fair value with changes in such values reflected as unrealized investment gains (losses) in the consolidated statements of income. Fair values are based on quoted market prices or estimates using values obtained from recognized independent pricing services.

The status and fair value changes of fixed income investments are reviewed at least once per quarter to assess whether a decline in fair value of an investment below its cost basis is the result of a credit loss. Credit losses are recorded through an allowance with the corresponding charge to realized investment gains (losses).

If the Company intends to sell or is more likely than not required to sell a security, the asset is written down to fair value directly through realized investment gains (losses).

Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed income securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. At June 30, 2024, the Company and its subsidiaries did not have significant amounts of non-income producing securities.

Investment gains and losses, which result from sales or write downs of securities, are reflected as revenues in the income statement and are determined on the basis of amortized cost at the date of sale for fixed income securities, and cost in regard to equity securities; such bases apply to the specific securities sold.

Revenue Recognition - Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:

Substantially all General Insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related loss and loss adjustment expenses.

Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining Title Insurance premium and fee revenues are produced by independent title agents. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and loss reserve provisions.

Assets Held-for-Sale - The Company classifies a business as held-for-sale when management has approved or received approval to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current estimated fair value, and certain other specific criteria are met. The business classified as held-for-sale is measured at the lower of the carrying value or estimated fair value, less costs to sell. If the carrying value of the business exceeds its estimated fair value, less costs to sell, a loss is recognized and reported in net investment gains (losses). Assets and liabilities related to the business classified as held-for-sale are separately reported in the Company's consolidated balance sheet in the period in which the business is classified as held-for-sale. See Note 2 for further discussion.

Loss and Loss Adjustment Expenses - The establishment of loss reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

All reserves are therefore based on estimates which are periodically reviewed and evaluated in light of emerging loss experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of losses in future years, may offset, in whole or in part, favorable or unfavorable loss developments for certain coverages such as workers' compensation, portions of which are written under loss sensitive programs that provide for such adjustments. Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. However, no representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.

The Company's accounting policy regarding the establishment of loss reserve estimates is described in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2023 Annual Report on Form 10-K.

Employee Benefit Plans - The Company has a closed pension plan (the Plan) for certain employees under which benefits were frozen as of December 31, 2013. The funded status of the Plan is recognized as a net pension asset or liability, as applicable, with offsetting entries reflected as a component of shareholders' equity in accumulated other comprehensive income, net of deferred taxes. The Company also provides short- and long-term incentive awards to certain employees.

On November 11, 2023, a definitive agreement was reached to sell RMIC Companies, Inc. and its wholly-owned mortgage insurance subsidiaries (collectively, "RMICC") to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd. The sale closed effective May 31, 2024 with cash proceeds totaling $136.6.

As of December 31, 2023, the Company reported the assets and liabilities of RMICC as held-for-sale in the consolidated balance sheet with results reported in continuing operations in the consolidated statement of income, and for segment reporting purposes, within Corporate & Other. The Company determined that the transaction did not meet the criteria to be classified as a discontinued operation as it did not represent a strategic shift that had a major effect on the Company's operations and financial results. As a result of the sale, the Company realized a total loss of $51.0, of which $2.4 and $5.4 were recorded in net investment gains (losses) during the second quarter and first six months of 2024, respectively. The incremental losses realized in 2024 were to offset RMICC's operating income given that the sale proceeds were based on their December 31, 2023 closing balance sheet.

The table below reflects the assets and liabilities transferred with the sale described above:

The amortized cost and fair values by type and contractual maturity of fixed income securities are shown in the following tables. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following table reflects the Company's gross unrealized losses and fair value of fixed income securities, aggregated by category and length of time that individual securities have been in an unrealized loss position.

In the above tables the unrealized losses on fixed income securities are deemed to reflect changes in the interest rate environment. As part of its assessment of credit losses, the Company considers whether it intends to sell or is more likely than not required to sell securities, principally in consideration of its asset and liability maturity matching objectives. No investment impairment losses were recorded in the second quarter or the six months ended June 30, 2024. Net realized investment gains (losses) in the second quarter and six months ended June 30, 2023 included impairment charges of $4.5 primarily related to the Company's intent to sell and subsequent disposal of fixed income securities to facilitate certain structural changes to a deferred compensation plan. The Company's allowance for credit losses was $1.6 as of both June 30, 2024 and December 31, 2023.

The following table shows cost and fair value information for equity securities:

For the quarter, changes in the fair value of equity securities still held at June 30, 2024 and 2023 were $(85.5) and $10.0, respectively. For the first six months, changes in the fair value of equity securities still held at June 30, 2024 and 2023 were $97.2 and $24.0, respectively.

Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources (inputs) used to measure fair value into three broad levels:

•Level 1 inputs are based on quoted market prices in active markets;

•Level 2 observable inputs are based on corroboration with available market data;

•Level 3 unobservable inputs are based on uncorroborated market data or a reporting entity's own assumptions.

The following is a description of the valuation methodologies and general classification used for financial instruments measured at fair value.

The Company uses quoted values and other data provided by nationally recognized independent pricing sources as inputs into its quarterly process for determining fair values of fixed income and equity securities. To validate the techniques or models used by pricing sources, the Company's review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparisons with other sources including the fair value estimates based on current market quotations, and with independent fair value estimates provided by the independent investment custodian. Independent pricing sources 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 independent pricing source 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.

Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, mutual funds, and short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate bonds, municipal bonds, and certain U.S. and Canadian government agency securities. Securities classified within Level 3 include non-publicly traded bonds and equity securities. There were no significant changes in the fair value of Level 3 assets as of June 30, 2024 and December 31, 2023.

The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:

There were no transfers between Levels 1, 2 or 3 during the quarter or six months ended June 30, 2024.

The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the periods shown.

_________

(a) Includes interest on funds held.

(b) Includes additional loss on sale of RMICC as described in Note 2.

The following table shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:

			Six Months Ended
			June 30,
			2024						2023
Gross reserves at beginning of period			$	12,538.2					$	12,221.5
Less: Reinsurance losses recoverable			4,977.7						4,699.5
Net reserves at beginning of period:
General Insurance			6,955.2						6,824.8
Title Insurance			598.5						612.8
Other			6.6						84.2
Subtotal			7,560.4						7,521.9
Incurred loss and loss adjustment expenses:
Provisions for insured events of the current year:
General Insurance			1,453.9						1,301.6
Title Insurance			41.7						46.3
Other			3.5						10.6
Subtotal			1,499.1						1,358.7
Change in provision for insured events of prior years:
General Insurance			(55.8)						(113.4)
Title Insurance			(14.2)						(14.6)
Other			(0.8)						(16.6)
Subtotal			(71.0)						(144.7)
Total incurred loss and loss adjustment expenses			1,428.1						1,213.9
Payments:
Loss and loss adjustment expenses attributable to
insured events of the current year:
General Insurance			363.4						328.5
Title Insurance			2.2						3.1
Other			1.0						2.5
Subtotal			366.6						334.2
Loss and loss adjustment expenses attributable to
insured events of prior years:
General Insurance			889.5						817.4
Title Insurance			29.5						29.6
Other			1.8						7.5
Subtotal			921.0						854.6
Total payments			1,287.6						1,188.8
Net reserves at end of period:
General Insurance			7,100.3						6,867.1
Title Insurance			594.1						611.7
Other			6.4						68.1
Subtotal			7,700.8						7,546.9
Reinsurance losses recoverable			5,256.7						4,857.5
Gross reserves at end of period (a)			$	12,957.6					$	12,404.5

_________

(a)     RFIG Run-off reserves were classified as held-for-sale as of December 31, 2023 in the consolidated balance sheet. As such, loss reserve activity for this business, which was immaterial for the six months ended June 30, 2024, is excluded from the 2024 column of the table above. See Note 2 for further discussion.

The changes from the prior periods reflect expected lower levels of favorable prior year loss reserve development. The favorable development experienced by General Insurance during the first six months of 2024 came predominantly from workers' compensation (accident years 2015-2019) and to a much lesser extent, commercial auto. The significant amount of favorable development was partially offset by a much lower amount of unfavorable development within general liability, half of which originated from accident years prior to 2014. Favorable development experienced by Title Insurance occurred largely within the 2019-2021 years.

Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve month period. The Company views its income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain but the timing of its deductibility is uncertain. The Company classifies interest and penalties, if any, as income tax expense in the consolidated statements of income. The Company is not currently under audit by the Internal Revenue Service (IRS), and 2020 and subsequent tax years remain open.

Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing net income available to common stockholders by the weighted-average number of common shares actually outstanding for the periods presented. Diluted earnings per share is similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income and the number of shares used in basic and diluted earnings per share calculations.

__________

(a) In calculating earnings per share, accounting standards require that common shares owned by the ORI 401(k) Savings and Profit Sharing Plan that are unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all common shares.

Credit losses on financial assets measured at amortized cost, primarily the Company's reinsurance recoverables and accounts and notes receivable, are recognized based on estimated losses expected to occur over the life of the asset. The expected credit losses, and subsequent adjustment to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the asset presented in the consolidated balance sheets.

The Company's credit allowance was comprised of $19.0 and $17.5 related to reinsurance recoverables as of June 30, 2024 and December 31, 2023, respectively, and $28.3 and $26.1 related to accounts and notes receivable as of June 30, 2024 and December 31, 2023, respectively.

The Company's evaluation of credit losses on available for sale securities is discussed further in Note 3. The Company is not exposed to material concentrations of credit risks as to any one issuer of investment securities.

Consolidated debt of Old Republic and its subsidiaries is summarized below:

On March 31, 2024, the Company completed a public offering of $400.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 5.750% per year and mature on March 28, 2034. This issuance was completed in anticipation of the $400.0 of 4.875% senior notes maturing in October of this year.

Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt all of which is classified within Level 2 of the fair value hierarchy described in Note 3.

On May 12, 2023, the Board of Directors authorized a $450.0 share repurchase program. This authorization was completed during the first quarter 2024. On March 1, 2024, the Board of Directors authorized a $1.1 billion share repurchase program.

Total share repurchases, inclusive of taxes and fees, under these programs for the second quarter and first six months of 2024 was 13.4 million shares for $414.4 (average price of $30.92) and 20.0 million shares for $608.9 (average price of $30.32), respectively. Following the close of the quarter and through August 1, 2024, the Company repurchased 3.0 million additional shares for $95.0 (average price of $31.37) leaving $479.1 remaining under the current authorization.

Legal Proceedings - Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. At June 30, 2024, the Company had no material non-claim litigation exposures in its consolidated business.

The Company is engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into two segments: General Insurance (property and liability insurance) and Title Insurance. The results of the RFIG Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. Prior period amounts have been reclassified to reflect the change in reportable segments.

Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the primary needs of the insurance subsidiaries' underwriting and related services business. In this view, the evaluation of periodic and long-term results excludes consideration of net investment gains (losses). Under GAAP, however, net income, inclusive of net investment gains (losses), is the measure of total profitability.

In management's opinion, the focus on income excluding net investment gains (losses), also described herein as segment pretax operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results, because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.

The contributions of Old Republic's reportable segments to consolidated totals are shown in the following table.

(a) Segment pretax operating income is reported net of interest charges on intercompany financing arrangements between Old Republic's holding company parent and General Insurance of $15.6 and $32.3 compared to $19.8 and $39.1 for the quarters and six months ended June 30, 2024 and 2023, respectively. The reduction in interest charges for both periods is due to note repayment activity.

(b)    Includes amounts for a small life and accident insurance business, the RFIG Run-off business through the effective date of its sale of May 31, 2024, the parent holding company, and several internal corporate services subsidiaries.

($ in Millions, Except Share Data)

This management analysis of financial position and results of operations pertains to the consolidated accounts of Old Republic International Corporation ("Old Republic", "ORI", or "the Company"). The Company conducts its operations through a number of regulated insurance company subsidiaries organized into two segments: General Insurance (property and liability insurance) and Title Insurance. A small life and accident insurance business and Republic Financial Indemnity Group (RFIG) Run-off through the effective date of its sale of May 31, 2024 (see Note 2 in the Notes to Consolidated Financial Statements for further discussion), accounting for 0.4% of consolidated operating revenues for the six months ended June 30, 2024 and 0.5% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.

The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). As a publicly held company, Old Republic utilizes GAAP to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). From time to time the FASB and the SEC issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.

As a state regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices generally reflect greater conservatism and comparability among insurers and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of Federal income taxes payable currently among ORI's tax-consolidated entities, and the upstreaming of dividends and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2023 Annual Report on Form 10-K.

The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks, such as cybersecurity risks, that could adversely affect the Company's business and reputation.

In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying, publicly traded, large capitalization, highly liquid equity securities.

In light of the above factors, the Company is managed for the long run and with little regard for quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.

This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.

Old Republic International Corporation reported the following consolidated results: