10-K/A: Old Republic International Files Amended 10-K to Correct Clerical Errors in Auditor's Consent
Form 10-K/A (Amendment to Annual Report)
Old Republic International Corporation files an amendment to its 2024 annual report to correct clerical errors in the Consent of Independent Registered Public Accounting Firm.
Summary
- Old Republic International Corporation filed an amendment (Form 10-K/A) to its annual report for the year ended December 31, 2024.
- The amendment was filed to correct clerical errors in the Consent of Independent Registered Public Accounting Firm (KPMG LLP) included in the original filing.
- The errors involved the inadvertent omission of references to the Registrant's latest registration statements on Forms S-8 and S-3.
- The amendment includes a corrected Consent from KPMG LLP.
- The amendment also contains new certifications from the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
- No other changes were made to the original filing, and the amendment does not reflect subsequent events occurring after the date of the original filing (February 27, 2025) or modify or update any disclosures made in the original filing.
- The aggregate fair value of the registrant's voting Common Stock held by non-affiliates of the registrant on June 30, 2024, was $7,241,491,725.
- As of January 31, 2025, the registrant had 248,191,027 shares of Common Stock outstanding.
Sentiment
Score: 7
Explanation: The document is a routine amendment to correct clerical errors, indicating a neutral to slightly positive sentiment as the company is taking steps to ensure accuracy and compliance.
Positives
- The company promptly addressed and corrected the clerical errors in the auditor's consent.
- The amendment ensures accurate documentation and compliance with SEC regulations.
Future Outlook
The amendment does not reflect subsequent events occurring after February 27, 2025, or modify or update any disclosures made in the original filing.
Management Comments
- Craig R. Smiddy, President and Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
- Frank J. Sodaro, Senior Vice President, Chief Financial Officer and Principal Accounting Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Industry Context
This filing is a routine amendment to correct administrative oversights, which is a common occurrence in financial reporting and does not necessarily indicate any underlying issues with the company's financial health or operations.
Comparison to Industry Standards
- Correcting errors in financial statements and auditor consents is a standard practice across the industry.
- Companies like Travelers, Chubb, and Hartford Financial Services Group also routinely file amendments to their reports when necessary.
- The promptness of Old Republic in addressing the clerical errors aligns with industry best practices for maintaining transparency and accuracy in financial reporting.
Stakeholder Impact
- The amendment ensures that stakeholders receive accurate and reliable financial information.
- Correcting the clerical errors in the auditor's consent enhances investor confidence.
Key Dates
| Date | Description |
|---|---|
| August 28, 1987 | Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. |
| August 15, 1992 | Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee |
| June 15, 1997 | Supplemental Indenture No. 1 dated as of June 15, 1997, supplementing the Indenture. |
| December 31, 1997 | Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. |
| March 31, 2013 | Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. |
| March 31, 2014 | Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan. |
| September 25, 2014 | Fifth Supplemental Indenture dated as of September 25, 2014 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. |
| May 28, 2015 | Old Republic International Corporation 2016 Incentive Compensation Plan. |
| August 26, 2016 | Sixth Supplemental Indenture dated as of August 26, 2016 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. |
| 2017 | 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. |
| 2018 | Old Republic International Corporation Key Employees Performance Recognition Plan. |
| June 11, 2021 | Seventh Supplemental Indenture dated as of June 11, 2021 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. |
| May 31, 2022 | Old Republic International Corporation 2022 Incentive Compensation Plan. |
| March 21, 2023 | Old Republic International Corporation 2023 Cash Incentive Compensation Plan |
| February 24, 2023 | Description of Common Stock of the Registrant |
| February 28, 2023 | Old Republic International Corporation Compensation Recovery Policy |
| August 7, 2023 | Restated Certificate of Incorporation. |
| March 8, 2024 | Form of Stock Option Award Agreement for Old Republic 2022 Stock Incentive Plan (2024 Form). |
| March 8, 2024 | Form of Restricted Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan |
| March 8, 2024 | Form of Performance-Based Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan |
| March 28, 2024 | Eighth Supplemental Indenture dated as of March 28, 2024, between the Company and Wilmington Trust Company, as trustee (including the form of Notes). |
| September 19, 2024 | Old Republic International Corporation Nonqualified Deferred Compensation Plan |
| December 31, 2024 | Amendment to the Old Republic International Corporation 2022 Incentive Compensation Plan |
| December 31, 2024 | Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan) (2025 Form) |
| December 31, 2024 | Old Republic International Corporation Form of Non-Employee Director Award Agreement (2022 Incentive Compensation Plan) |
| December 31, 2024 | Old Republic International Corporation Securities Trading Policy |
| December 31, 2024 | Subsidiaries of the registrant |
| December 31, 2024 | Powers of attorney |
| December 31, 2024 | 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 Sarbanes-Oxley Act of 2002 |
| December 31, 2024 | 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 Sarbanes-Oxley Act of 2002 |
| January 9, 2024 | Amended and Restated By-laws. |
| January 1, 2025 | ORI 401(k) Savings and Profit Sharing Plan restated effective January 1, 2025 |
| January 31, 2025 | The registrant had 248,191,027 shares of Common Stock outstanding. |
| February 27, 2025 | Original Filing of Annual Report on Form 10-K for the year ended December 31, 2024. |
| February 27, 2025 | KPMG report date with respect to the consolidated financial statements of Old Republic International Corporation and the effectiveness of internal control over financial reporting. |
| March 27, 2025 | Date of amended filing (Form 10-K/A). |
| March 27, 2025 | Date of CEO and CFO certifications. |
Keywords
Form 10-K/A, amendment, annual report, Old Republic International, KPMG, Consent of Independent Registered Public Accounting Firm, clerical errors, registration statements, Sarbanes-Oxley Act, financial reporting
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