State Auto Financial 10K 2020 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒			Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2020 or


☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 000-19289

STATE AUTO FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)


Ohio			31-1324304
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

518 East Broad Street	Columbus	Ohio	43215-3976
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:

(614) 464-5000

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common shares, without par value	STFC	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

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 ý No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	¨	Accelerated filer	ý
Non-accelerated filer	o	Smaller reporting company	☐
		Emerging growth company	☐

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. o

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

As of June 30, 2020, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value (based on the closing sales price on that date) of the voting stock held by non-affiliates of the Registrant was $319,312,789.

On March 5, 2021, the Registrant had 44,041,707 Common Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement relating to the annual meeting of shareholders to be held May 14, 2021 (the “2021 Proxy Statement”), which will be filed within 120 days of December 31, 2020, are incorporated by reference into Part III of this Form 10-K.

Index to Annual Report on Form 10-K for the year ended December 31, 2020


Form 10-K	Item	Description	Page
Part I	1	Business	9
		Executive Officers of the Registrant	17
	1A	Risk Factors	18
	1B	Unresolved Staff Comments	30
	2	Properties	31
	3	Legal Proceedings	31
	4	Mine Safety Disclosures	31
Part II	5	Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	32
	7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	7A	Qualitative and Quantitative Disclosures about Market Risk	67
	8	Financial Statements and Supplementary Data	67
		Reports of Independent Registered Public Accounting Firm	68
	9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	115
	9A	Controls and Procedures	115
	9B	Other Information	115
Part III	10	Directors, Executive Officers and Corporate Governance	116

	11	Executive Compensation	116
	12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	116
	13	Certain Relationships and Related Transactions, and Director Independence	116
	14	Principal Accountant Fees and Services	117
Part IV	15	Exhibits and Financial Statement Schedules	118
		Signatures	129

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, included in this Annual Report on Form 10-K of State Auto Financial Corporation (“State Auto Financial” or “STFC”) for the fiscal year ended December 31, 2020 (this “Form 10-K”), or incorporated herein by reference, including, without limitation, statements regarding State Auto Financial’s future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Forward-looking statements speak only as the date the statements were made. Although State Auto Financial believes that the expectations reflected in forward-looking statements have a reasonable basis, it can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. For a discussion of the most significant risks and uncertainties that could cause State Auto Financial’s actual results to differ materially from those projected, see “Risk Factors” in Item 1A of this Form 10-K. Except to the limited extent required by applicable law, State Auto Financial undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

IMPORTANT DEFINED TERMS USED IN THIS FORM 10-K


Glossary of Terms for State Auto Financial Corporation and Its Subsidiaries and Affiliates

State Auto Financial or STFC						Refers to our holding company, State Auto Financial Corporation.

We, us, our or the Company						Refers to STFC and its consolidated subsidiaries, namely State Auto Property & Casualty Insurance Company (“State Auto P&C”), Milbank Insurance Company (“Milbank”), State Auto Insurance Company of Ohio (“SA Ohio”), and Stateco Financial Services, Inc. (“Stateco”).

State Auto Mutual						Refers to State Automobile Mutual Insurance Company, which owns approximately 59.1% of STFC’s outstanding common shares.

STFC Pooled Companies						Refers to State Auto P&C, Milbank, and SA Ohio.

Mutual Pooled Companies						Refers to State Auto Mutual, and certain subsidiaries and affiliates of State Auto Mutual, namely, State Auto Insurance Company of Wisconsin (“SA Wisconsin”), Meridian Security Insurance Company (“Meridian Security”), Patrons Mutual Insurance Company of Connecticut (“Patrons Mutual”), Rockhill Insurance Company (“RIC”), Plaza Insurance Company (“Plaza”), American Compensation Insurance Company (“American Compensation”) and Bloomington Compensation Insurance Company (“Bloomington Compensation”).

Pooled Companies or our Pooled Companies						Refers to the STFC Pooled Companies and the Mutual Pooled Companies.



Rockhill Insurers						Refers to RIC, Plaza, American Compensation and Bloomington Compensation.

State Auto Group						Refers to the Pooled Companies


Glossary of Selected Insurance and Accounting Terms

Accident year						The calendar year in which loss events occur, regardless of when the losses are actually reported, booked or paid.

Accounting standards codification or ASC						The Codification is the single source of authoritative nongovernmental GAAP developed by the Financial Accounting Standards Board (“FASB”).

Admitted insurer						An insurer licensed to transact insurance business within a state and subject to comprehensive policy rate, form and market conduct regulation by that state’s insurance regulatory authority.

American Institute of Certified Public Accountants or AICPA						The AICPA represents the certified public accounting profession nationally regarding rule-making and standard-setting, and serves as an advocate before legislative bodies, public interest groups and other professional organizations. The AICPA also monitors and enforces compliance with the profession’s technical and ethical standards.

Allocated loss adjustment expenses or ALAE						The costs that can be related to a specific claim, which may include attorney fees, external claims adjusters and investigation costs, among others.

Book value per share						Total common stockholders’ equity divided by the number of common shares outstanding.

Catastrophe loss						Loss and ALAE from catastrophes, where catastrophes are defined as a severe loss caused by various natural events, including hurricanes, hailstorms, tornadoes, windstorms, earthquakes, severe winter weather and fires. Our catastrophe losses are those designated by the Insurance Services Office (“ISO”) Property Claim Services (“PCS”). PCS defines a catastrophe as an event that causes $25.0 million or more in industry insured property losses and affects a significant number of property and casualty policyholders and insurers.

Combined ratio						The sum of the loss and LAE ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

Debt to capital ratio						The ratio of notes payable to the sum of total stockholders’ equity and notes payable.

Deferred acquisition costs or DAC						Expenses that vary with, and are primarily related to, the production of new and renewal insurance business, and are deferred and amortized to achieve a matching of revenues and expenses when reported in financial statements prepared in accordance with GAAP.

Direct written premiums						The amounts charged by an insurer to insureds in exchange for coverages provided in accordance with the terms of an insurance contract. The amounts exclude the impact of all reinsurance premiums, either assumed or ceded.

Duration						A measure of the sensitivity of a financial asset’s price to interest rate movements.

Earned premiums or premiums earned						The portion of written premiums that applies to the expired portion of the policy term. Earned premiums are recognized as revenue under both SAP and GAAP.

Excess and surplus lines insurance						Specialized property and liability coverages written by non-admitted insurers. These coverages include exposures that do not fit within normal underwriting patterns, involve a degree of risk that is not commensurate with standard rates and/or policy forms, or are not written by admitted insurers because of general market conditions.


Expense ratio or underwriting expense ratio						For SAP, it is the ratio of (i) the sum of statutory underwriting and miscellaneous expenses incurred offset by miscellaneous income (collectively, “underwriting expenses”) to (ii) written premiums. For GAAP, it is the ratio of acquisition and operating expenses incurred to earned premiums.

Financial Accounting Standards Board or FASB						In the United States, a non-governmental body the SEC has charged with establishing and maintaining generally accepted standards for professional accountants.
Generally accepted accounting principles or GAAP						Accounting practices used in the United States of America determined by the FASB and American Institute of Certified Public Accountants (“AICPA”).

Incurred but not reported reserves or IBNR						Estimated losses and LAE that have been incurred but not yet reported to the insurer. This includes amounts for unreported claims, development on known cases, and re-opened claims.

Loss adjustment expenses or LAE						The expenses of settling claims, including legal and other fees, and the portion of general expenses allocated to claim settlement. LAE is comprised of ALAE and ULAE.

Loss and LAE ratio or loss ratio						For both SAP and GAAP, it is the ratio of incurred losses and LAE to earned premiums.

Loss reserves						Liabilities established by insurers and reinsurers to reflect the estimated cost of claims incurred that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance it has written. Reserves are established for losses and for LAE, and consist of case reserves and IBNR reserves.

Managing general underwriter or MGU						An independent insurance professional firm that acts as an intermediary between the insurer and retail agents, much like a wholesaler. MGUs frequently have binding authority to issue insurance policies on behalf of an insurer that fit into the underwriting guidelines provided by that insurer. MGUs typically are compensated by an override commission on the insurance coverages sold by their sub-agents.

National Association of Insurance Commissioners or NAIC						An organization of the insurance commissioners or directors of all 50 states, the District of Columbia and the five U.S. territories organized to promote consistency of regulatory practices and statutory accounting standards throughout the United States.

Net premiums written to surplus ratio or leverage ratio						A SAP calculation which measures statutory surplus available to absorb losses. This ratio is calculated by dividing the net statutory premiums written for a rolling twelve month period by the ending statutory surplus for the period. For example, a ratio of 1.5 means that for every dollar of surplus, the insurer wrote $1.50 in premiums.

Net written premiums						Direct written premiums plus assumed reinsurance premiums less ceded reinsurance premiums.

Non-admitted insurer or surplus lines carrier						An insurer that is not required to be licensed in a state but is allowed to do business in that state subject to certain regulatory oversight by that state’s insurance regulatory authority. Non-admitted insurers are not subject to most of the rate and form regulations imposed on admitted insurers because they write specialized property and liability coverages, also known as excess and surplus lines insurance, which allows them the flexibility to change coverages offered and rates charged without time constraints and financial costs associated with the filing process. As such, these insurers offer an opportunity for coverage for specialized exposures that otherwise might not be insurable.

Retail agent or retail agency						An independent insurance professional who represents, and acts as an intermediary for, admitted insurers, generally recommending, marketing and selling insurance products and services to insurance consumers.

Return on average equity						The percent derived by dividing net income by average total stockholders’ equity.


Risk-based capital or RBC						A measure adopted by the NAIC and state regulatory authorities for determining the minimum statutory capital and surplus requirements of insurers. Insurers having total adjusted capital less than that required by the RBC calculation will be subject to varying degrees of regulatory action depending on the level of capital inadequacy.

Standard insurance						Insurance which is typically written by admitted insurers. Our personal and commercial insurance segments are comprised of standard insurance.

Statutory accounting practices or SAP						The practices and procedures prescribed or permitted by state insurance regulatory authorities in the United States for recording transactions and preparing financial statements.

Statutory surplus						Under SAP, the amount remaining after all liabilities, including loss reserves, are subtracted from all admitted assets. Admitted assets are assets of an insurer prescribed or permitted by a state to be recognized on the balance sheet prepared in accordance with SAP.

Unallocated loss adjustment expenses or ULAE						The costs incurred in settling claims, such as in-house processing costs, which cannot be associated with a specific claim.

Underwriting gain or loss						Under SAP, earned premiums less loss and LAE and underwriting expenses.

Unearned premiums						The portion of written premiums that applies to the unexpired portion of the policy term. Unearned premiums are not recognized as revenues under both SAP and GAAP.

Wholesale broker						An independent insurance professional who offers specialized insurance products and serves as an intermediary between a retail agent and an insurer, while typically having no contact with the insured. A wholesale broker may represent both admitted and non-admitted insurers, and may offer both standard and excess and surplus lines insurance.

PART I

Item 1. Business

State Auto Financial, through its subsidiaries, is engaged in writing personal and commercial insurance. State Auto Financial’s principal subsidiaries are State Auto P&C, Milbank and SA Ohio, each of which is a property and casualty insurance company, and Stateco, which provides investment management services to affiliated insurance companies.

State Auto Mutual owns approximately 59.1% of State Auto Financial’s outstanding common shares. State Auto Mutual’s other subsidiaries and affiliates include SA Wisconsin, Meridian Security, Patrons Mutual and the Rockhill Insurers, each of which is a property and casualty insurance company. State Auto Mutual and its insurance subsidiaries and affiliates, along with State Auto Financial’s insurance subsidiaries, pool their respective insurance business under the Pooling Arrangement, as further described below.

The State Auto Group markets its insurance products throughout the United States primarily through independent agencies, which include retail agencies and wholesale brokers. All of the property and casualty insurance companies in the State Auto Group are admitted insurers, except for RIC, which is a non-admitted insurer. The operations of the State Auto Group are headquartered in Columbus, Ohio.

The State Auto Group is rated A- (Excellent) by the A.M. Best Company (“A.M. Best”).

FINANCIAL INFORMATION ABOUT SEGMENTS

Our reportable insurance segments are personal insurance and commercial insurance (collectively the “insurance segments”). These insurance segments are business units managed separately from each other due to the differences in the types of customers they serve, products they provide or services they offer. Our investment operations is also a reportable segment. See a detailed discussion regarding our segments at Item 7 of this Form 10-K “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview” and Note 18 to our consolidated financial statements included in Item 8 of this Form 10-K.

The products within each reportable insurance segment are as follows:

•Personal Insurance Segment- personal auto, homeowners and other personal

•Commercial Insurance Segment - commercial auto, small commercial package, middle market commercial, workers’ compensation, farm and ranch and other commercial

PERSONAL AND COMMERCIAL INSURANCE

Products offered in our personal and commercial insurance segments are marketed exclusively through independent agents, but the segments are managed separately from each other due to the differences in the types of customers they serve, products they provide or services they offer.

Products

Personal Insurance

In our personal insurance segment, we write standard insurance covering personal exposures to individuals. The primary coverages offered are personal auto, homeowners, and other personal (examples of products included in other personal are dwelling fire, personal inland marine and personal umbrella).

Commercial Insurance

In our commercial insurance segment, we write standard insurance covering small to medium sized commercial exposures. We offer a broad range of coverages including commercial auto, small commercial package, middle market commercial, farm & ranch, workers’ compensation and other commercial (examples of products included in other commercial are commercial inland marine, small commercial package umbrella and middle market commercial umbrella).

Marketing

We market our personal and commercial insurance products through approximately 3,400 independent agencies, including traditional retail agents, network agents and platform agents. We view our agents as our primary customers, because they are in a position to either recommend our insurance products or those of a competitor to their customers. We strongly support the independent agency system and believe its maintenance is essential to our present and future success. We continually develop programs and procedures to enhance our agency relationships, including the following: interactions (virtual and in person when able) between senior management and agents; travel and virtual meetings by regional office staff to meet with agents in their home states; training opportunities; and incentives related to profit and growth.

We actively help our agencies develop the professional sales skills of their staff. Our training programs include both product and sales training conducted in our corporate headquarters, and, in response to the COVID-19 pandemic, we transitioned to conducting our training virtually with the intention of offering both in person and virtual training opportunities moving forward. Further, some of our training programs include disciplined follow-up and coaching for an extended time. In addition, from time to time we provide targeted training sessions in our agents’ offices.

We provide our independent agents with defined travel and cash incentives if they achieve certain sales and underwriting profit levels. Further, we recognize our very top agencies—measured by consistent profitability, achievement of written premium thresholds and growth—as Inner Circle Agencies. Inner Circle Agencies are rewarded with additional incentives.

INVESTMENT OPERATIONS

The primary objectives of our investment strategy are to maintain adequate liquidity and capital to meet our responsibilities to policyholders; grow surplus long term to support the growth of our company; provide a consistent level of income; and manage investment risk. Our investment portfolio is managed separately from that of State Auto Mutual and its subsidiaries and affiliates, and investment results are not shared through the Pooling Arrangement, as described below. Stateco performs investment management services for both us and State Auto Mutual and all subsidiaries and affiliates. Investment policies and guidelines are set for each company through the Investment Committee of each company's Board of Directors.

For additional discussion regarding our investments, including the market risks related to our investment portfolio, see Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Investment Operations Segment.”

CLAIMS

Our claims and risk engineering (“CARE”) division supports our insurance segments through emphasis on timely investigation of claims, settlement of meritorious claims for equitable amounts, maintenance of adequate case reserves for claims, sharing of relevant information, and control of external claims adjustment expenses. Achievement of these goals supports our marketing efforts by providing agents and policyholders with prompt and effective service.

We employ a specialized claims model that is skills-based and focused on yielding a quality customer experience regardless of the type and severity of the claim. We staff field adjusters in locations where we have size, scale and density of claims whenever possible to control file quality and enhance customer service. In areas where there is not a sufficient volume of claims to warrant staff adjusters, we supplement our field staff with outside adjusters and appraisers who work under our direction. We utilize the most current technology available to supplement and enhance the customer experience and the claim outcome. This will often times be a “virtual” experience and the customer may even assist with the administration of their claim by submitting photos of damage to their home, business or auto.

Claim settlement authority levels are established for each adjuster, supervisor and manager based on their level of expertise. Our claims division is responsible for reviewing the claim, obtaining necessary documentation and establishing loss and expense reserves of certain claims. Generally, property or casualty claims estimated to reach $100,000 or above are sent to specialists for direct handling.

We minimize claim adjusting costs by settling as many claims as possible through our claims staff and, when appropriate, by settling disputes regarding automobile physical damage, bodily injury and property insurance claims through arbitration or mediation.

In addition to our internal claims adjusters, we utilize third party claims administrators (“TPAs”) to investigate, process and settle certain specialty run-off claims on our behalf. As with our internal claims adjusters, claim settlement authority is established for adjusters, supervisors and managers within each TPA. Claims handling and reporting guidelines are established and provided to each TPA. Members of our internal claims staff perform periodic reviews of individual claim files produced by each TPA for compliance with such established claims handling and reporting guidelines.

We have in-house counsel offices to defend and resolve claims which are in litigation. These offices are strategically placed where we have size, scale and density of legal cases to warrant their existence. We also have a list of highly skilled panel counsel to defend our insureds, when appropriate.

POOLING ARRANGEMENT

Our Pooled Companies pool their respective insurance business in accordance with a quota share reinsurance agreement which we refer to as the “Pooling Arrangement.” In general, under the Pooling Arrangement, State Auto Mutual assumes premiums, losses and expenses from each of the remaining Pooled Companies and in turn cedes to each a specified portion of premiums, losses and expenses based on each of the Pooled Companies’ respective pooling percentages. The balance of the pooled premiums, losses and expenses are retained by State Auto Mutual.

See the detailed discussion of our Pooling Arrangement at Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Pooling Arrangement.”

GEOGRAPHIC DISTRIBUTION

The following table sets forth the geographic distribution of our direct written premiums and premiums assumed under a quota share agreement with Home State County Mutual Insurance Company for the year ended December 31, 2020:


State		% of Total
Texas (1)		11.3	%
Michigan		9.2
Ohio		6.6
Kentucky		6.5
North Carolina		5.4
Illinois		5.0
South Carolina		4.9
Tennessee		4.4
West Virginia		4.0
Pennsylvania		3.5
Mississippi		3.5
Minnesota		3.4



All others (2)		32.3
Total		100.0	%

(1)	Includes premiums assumed under a quota share agreement with Home State County Mutual Insurance Company, whereby we assume 100% of the business issued under this agreement. See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information regarding this quota share agreement.
(2)	No other single state accounted for 3.0% or more of the total direct written premiums written in 2020.

MANAGEMENT AGREEMENT

Through various management and cost sharing agreements, State Auto P&C provides employees to perform all organizational, operational and management functions for the State Auto Group, while State Auto Mutual provides certain operating facilities, including our corporate headquarters.

Our primary management agreement, which we refer to as the 2005 Management Agreement, renewed for an additional ten-year period on January 1, 2015. If the 2005 Management Agreement was terminated for any reason, we would have to relocate our facilities to continue our operations. See “Properties” included in Item 2 of this Form 10-K.

REINSURANCE

Members of the State Auto Group follow the customary industry practice of reinsuring a portion of their exposures and paying to the reinsurers a portion of the premiums received. Insurance is ceded principally to reduce net liability on individual risks or for individual loss occurrences, including catastrophic losses. Although reinsurance does not legally discharge the individual members of the State Auto Group from primary liability for the full amount of limits applicable under their policies, it does make the assuming reinsurer liable to the extent of the reinsurance ceded. See the detailed discussion of our reinsurance arrangements at Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Reinsurance Arrangements.”

See “Regulation” in this Item 1 for a discussion of the Terrorism Acts.

LOSS RESERVES

Our loss reserves reflect all unpaid amounts for claims that have been reported, as well as for claims that have not yet been reported. Our loss reserves are not discounted to present value. Loss reserves are management’s best estimates at a given point in time of what we expect to pay to settle all claims incurred as of that date based on known facts, circumstances and historical trends. During the loss settlement period, additional facts regarding individual claims may become known, and consequently, it often becomes necessary to revise our estimate of the liability. The results of our operations and financial

condition could be impacted, perhaps significantly, in the future if our estimate of ultimate payments required to settle claims varies from the loss reserves currently recorded.

Loss reserves at the individual claim level are established on either a case reserve basis or formula reserve basis depending on the type and circumstances of the loss. The case reserve amounts are determined by claims adjusters based on our reserving practices, which take into account the type of risk, the circumstances surrounding each claim and applicable policy provisions. The formula reserves are based on historical data for similar claims with provision for changes caused by inflation. Case reserves and formula reserves are reviewed on a regular basis, and as new data becomes available, estimates are updated resulting in adjustments to loss reserves. Generally, reported losses initially reserved on a formula basis and not settled after six months are case reserved at that time. While a variety of factors are considered, there is no single method for determining the ultimate losses, and thus, our loss reserves. When unanticipated changes in the various factors do occur, those changes are incorporated in subsequent valuations of our loss reserves. For additional information regarding our loss reserves, see Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Loss and LAE.”

The following table sets forth our one-year development information on changes in the loss reserve for the years ended December 31, 2020, 2019 and 2018:


($ millions)		Year Ended December 31
		2020		2019		2018
Beginning of Year:
Loss and loss expenses payable		$	1,066.5	$	1,146.8	$	1,255.6
Less: Reinsurance recoverable on losses and loss expenses payable		13.6		5.5		3.1
Net losses and loss expenses payable(1)		1,052.9		1,141.3		1,252.5
Provision for losses and loss expenses occurring:
Current year		1,008.2		913.5		876.6
Prior years(2)		(35.6)		(68.7)		(80.2)
Total		972.6		844.8		796.4
Loss and loss expense payments for claims occurring during:
Current year		599.5		530.4		456.5
Prior years		399.9		402.8		451.1
Total		999.4		933.2		907.6
End of Year:
Net losses and loss expenses payable		1,026.1		1,052.9		1,141.3
Add: Reinsurance recoverable on losses and loss expenses payable		24.3		13.6		5.5
Losses and loss expenses payable(3)		$	1,050.4	$	1,066.5	$	1,146.8

(1)	Includes net amounts assumed from affiliates of $500.8 million, $593.6 million, and $711.4 million at beginning of year 2020, 2019, and 2018, respectively.
(2)	This line item shows changes in the current calendar year in the provision for losses and loss expenses attributable to claims occurring in prior years. See discussion regarding the calendar year developments at Item 7 of this Form 10-K Management’s Discussion and Analysis section at “Results of Operations—Loss and LAE Development.”
(3)	Includes net amounts assumed from affiliates of $438.8 million, $500.8 million, and $593.6 million, at end of year 2020, 2019, and 2018, respectively.

COMPETITION

The property and casualty insurance industry is highly competitive. We compete with numerous insurance companies, with varying sizes and financial resources, in the personal and commercial insurance markets based on the following factors: price; product offerings and innovation; underwriting criteria; quality of service to insureds; relationships with our independent agents and wholesale brokers; prompt and fair claims handling and settlement; financial stability; and technology. In addition, because most of our retail agents and wholesale brokers represent more than one insurer, we face competition within each agency and broker.

REGULATION

Most states, including all the domiciliary states of the State Auto Group, have enacted legislation that regulates insurance holding company systems. Each insurance company in our holding company system is required to register with the insurance supervisory agency of its state of domicile and furnish information concerning the operations of companies within our holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Pursuant to these laws, the respective insurance departments may examine any members of the State Auto Group, at any time, require disclosure of material transactions involving insurer members of our holding company system, and require prior notice and an opportunity to disapprove of certain “extraordinary” transactions, including, but not limited to, extraordinary dividends to shareholders. Additionally, these laws require that all transactions within our holding company system affecting any insurance subsidiary within the State Auto Group are fair and equitable. In addition, approval of the applicable state insurance commissioner is required prior to the consummation of transactions affecting the control of an insurer. The insurance laws of all the domiciliary states of the State Auto Group provide that no person may acquire direct or indirect control of a domestic insurer without obtaining the prior written approval of the state insurance commissioner for such acquisition.

In addition to being regulated by the insurance department of its state of domicile, each of our insurance companies is subject to supervision and regulation in the states in which we transact business. Such supervision and regulation relate to numerous aspects of an insurance company’s business operations and financial condition. The primary purpose of such supervision and regulation is to ensure financial stability of insurance companies for the protection of policyholders. The laws of the various states establish insurance departments with broad regulatory powers relative to granting and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, setting reserve requirements, determining the form and content of required statutory financial statements, prescribing the types and amount of investments permitted and requiring minimum levels of statutory capital and surplus. Although premium rate regulation varies among states and lines of insurance, such regulations generally require approval of the regulatory authority prior to any changes in rates. In addition, all of the states in which the State Auto Group transacts business have enacted laws which restrict these companies’ underwriting discretion. Examples of these laws include restrictions on policy terminations, restrictions on agency terminations and laws requiring companies to accept any applicant for automobile insurance. These laws may adversely affect the ability of the insurers in the State Auto Group to earn a profit on their underwriting operations.

The Risk Management and Own Risk Solvency Assessment Model Act (“ORSA”), adopted by the NAIC in 2012, requires insurers to incorporate a comprehensive enterprise risk management framework within company operations. Overall, ORSA is an internal assessment of the risks associated with an insurer’s business and the sufficiency of capital resources to support those risks. Each insurer’s ORSA process will be unique, reflecting its business, strategy and approach to enterprise risk management. In 2020, the State Auto Group filed its ORSA Summary Report, supported by internal risk management materials, with the Ohio Department of Insurance, our lead state regulator.

We are required to file detailed annual reports with the supervisory agencies in each of the states in which we do business, and our business and accounts are subject to examination by such agencies at any time.

There can be no assurance that such regulatory requirements will not become more stringent in the future and have an adverse effect on the operations of the State Auto Group.

Dividends. Our insurance subsidiaries generally are restricted by the insurance laws of our respective states of domicile as to the amount of dividends we may pay without the prior approval of our respective state regulatory authorities. Generally, the maximum dividend that may be paid by an insurance subsidiary during any year without prior regulatory approval is limited to the greater of a stated percentage of that subsidiary’s statutory surplus as of a certain date, or adjusted net income of the subsidiary for the preceding year. Under current law, $91.0 million is available in 2021 for payment as a dividend from our insurance subsidiaries to STFC without prior approval from our respective domiciliary state insurance departments. STFC received dividends of $15.0 million, $10.0 million and $10.0 million in 2020, 2019 and 2018, respectively, from its insurance subsidiaries. Additional information regarding dividend restrictions can be found in this Item 7 and in Note 14 to our consolidated financial statements included in Item 8 of this Form 10-K.

Rates and Related Regulation. Except as discussed below, we are not aware of the adoption of any material adverse legislation or regulation in any state in which we conducted business during 2020 which would materially impact our business.

Many states in which we operate have passed or are considering legislation restricting or banning the use of credit scoring in the rating and risk selection process. There are a few states that have proposed making driving information the only variable to rate auto policies, leading to mandatory usage-based rating. Some states are also becoming active in questioning the use of catastrophe modeling in the pricing and underwriting areas. Regulation risk is realized when states do not approve or limit the amount of rate a company can charge which may result in writing underpriced business. See “Risk Factors - Regulations” in Item 1A of this Form 10-K.

In an attempt to make capital and surplus requirements more accurately reflect the underwriting risk of different lines of insurance, as well as investment risks that attend insurers’ operations, the NAIC annually tests insurers’ risk-based capital requirements. As of December 31, 2020, each of the Pooled Companies had adequate levels of capital as defined by the NAIC with its respective risk-based capital requirements.

The property and casualty insurance industry is also affected by court decisions. In general, premium rates are actuarially determined to enable an insurance company to generate an underwriting profit. These rates contemplate a certain level of risk. The courts may modify, in a number of ways, the level of risk which insurers had expected to assume, including eliminating exclusions, expanding the terms of the contract, multiplying limits of coverage, creating rights for policyholders not intended to be included in the contract and interpreting applicable statutes expansively to create obligations on insurers not originally considered when the statute was passed. Courts have also undone legal reforms passed by legislatures, which reforms were intended to reduce a litigant’s rights of action or amounts recoverable and so reduce the costs borne by the insurance mechanism. These court decisions can adversely affect an insurer’s profitability. They also create pressure on rates charged for coverages adversely affected, and this can cause a legislative response resulting in rate suppression that can unfavorably impact an insurer.

The Terrorism Risk Insurance Act of 2002 was extended in 2005, 2007 and again in 2019. The 2019 reauthorization of the Terrorism Risk Insurance Act provides an extension through 2027. Under these Terrorism Acts, commercial property and casualty insurers like State Auto Group, in exchange for making terrorism coverage available, may be entitled to be reimbursed by the Federal Government for a portion of their aggregate losses. As required by the Terrorism Acts, we offer policyholders in specific lines of commercial insurance the option to elect Terrorism coverage. In order for a loss to be covered under the Terrorism Act, the loss must meet the aggregate industry loss minimum and must be the result of an act of terrorism as certified by the Secretary of the Treasury. Policyholders may choose to reject terrorism coverage (terrorism coverage is mandatory for workers compensation). If the policyholder rejects coverage for certified acts of terrorism, we will only cover such acts of terrorism that are not certified acts under the Terrorism Acts and continue to apply policy exclusions that may limit any coverage from loss due to nuclear, biological or chemical agents. Our current commercial property reinsurance excludes certified acts of foreign terrorism and loss due to nuclear, biological or chemical agents. Insurers participating in the Terrorism Acts are required to provide information regarding insurance coverage for terrorism losses, including; (i) lines of business with exposure to such losses; (ii) premiums earned on such coverage; (iii) geographical location of exposures; (iv) pricing of such coverage; (v) the take-up rate for such coverage; and (vi) the amount of private reinsurance for acts of terrorism purchased. See Risk Factors- Terrorism" in Item 1A of this From 10-K.

The Federal Insurance Office (“FIO”) was established in 2010 by the enactment of the Dodd-Frank Act. The FIO is a separate office within the United States Department of Treasury. The primary objective of the FIO is to monitor all aspects of the insurance industry, including identifying issues or gaps in the regulation of insurers that could contribute to a systemic crisis in the insurance industry or the United States financial system. The FIO also coordinates and develops federal policy on prudential aspects of international insurance matters, including representing the United States in the International Association of Insurance Supervisors, assists in negotiating certain international agreements, monitors access to affordable insurance by traditionally underserved communities and consumers, minorities, and low- and moderate-income persons, and assists in the administration of the terrorism risk insurance program; however, the FIO has no authority as a regulator or supervisor of insurance companies.

As the result of COVID-19, many states have either mandated that insurers provide grace periods for the payment of premiums or requested insurers to provide such grace periods in the event an insured requests payment deferral. We have complied with these payment extension periods in those states where we do business. Some states have issued regulatory guidance encouraging premium relief or return of premium to insureds. We have voluntarily, under certain circumstances and subject to regulatory approval, provided a one-time 5% premium discount to our personal auto insureds at the next renewal of their existing policies. There have been efforts at the state and federal levels to implement legislation that would expand the scope of business interruption insurance to include business closures related to COVID-19, although we are not aware of any such legislation being enacted at this time.

HUMAN CAPITAL MANAGEMENT

We believe our success depends on the strength of our employees. The Senior Vice President, Associate and External Relations (“SVP Associate and External Relations”) is responsible for developing and executing our human capital strategy, in close partnership with the Chief Executive Officer (“CEO”), who sets top priorities and determines central challenges. Our human capital strategy includes the acquisition, development, and retention of talent to execute our strategies as well as the design of employee compensation and benefits programs. The SVP Associate and External Relations and the CEO regularly update our Board of Directors on the operation and status of these human capital initiatives. We had approximately 2,025 employees as of March 5, 2021.

Associate Culture

A critical element of our business transformation of the past five years has been the corresponding transformation of our culture. At the foundation of our culture is mutual respect and trust for one another. Our culture of honesty, integrity and accountability is critical to our long-term success. Reflecting that culture, we offer our employees a "Time Away" program that allows them to balance their work and personal life so that they can take the time they need when they need it with no set number of days off. We understand that our employees do their best work when they are well rested and healthy.

We advocate a coaching culture instead of performance reviews; we believe in continuously coaching one another to improve every day. Because we value the feedback provided by our employees and use the information for organizational growth, we conduct annual engagement surveys so our employees can voice their opinions and provide open feedback on job satisfaction and leadership effectiveness.

In addition to competitive wages, we offer a variety of core benefits, such as health insurance, retirement savings, days off to volunteer in the community, and long-term disability and life insurance, flexible work hours, and work-from-home options, as well as many special programs that appeal to associates while aligning with our corporate values. All full-time employees are eligible for our One Team Incentive Plan, an annual cash bonus based on our ability as a company to work together to create value for shareholders and policyholders.

We have streamlined our recruiting processes with the introduction of artificial intelligence, which has enabled us to find previously untapped talent, and has positively impacted the diversity of our candidate pools. We offer internships, part-time opportunities, and a work-study program, that attract college students from all over the country and provide real-world work experience. We offer training and learning opportunities via classroom events, web conferences and online classes and a robust tuition assistance program to continue to develop our employees’ expertise and skills.

Diversity, Equity & Inclusion

An organization that consistently accepts and encourages diversity of thought, opinion and people is more effective. As a business imperative, we believe a diverse organization will best understand the needs of the communities in which we live and work and our diverse markets, enabling us to achieve better outcomes. By encouraging people from all backgrounds to express their thoughts and ideas freely, we make better decisions. We become more inclusive by not wasting a single voice. We believe a robust dialog, especially when we disagree, makes us stronger and diverse voices drive innovation.

In 2020, we made a conscious decision to identify a Culture and Inclusion Leader to assist in maintaining a consistent focus on the importance of diversity and inclusion as a key fiber in the fabric of our organization. We held a series of employee conversations hosted by President and CEO Mike LaRocco to share experiences and discuss ideas to combat systemic racism both from individual and corporate perspectives. We supplemented these conversations with unconscious bias training for all employees, supported by facilitated debrief sessions to further the conversation. President and CEO Mike LaRocco signed the CEO Action for Diversity & Inclusion™ Pledge to show his commitment to taking actions that support a more inclusive workplace. The CEO Action Pledge aims to rally the business community to advance diversity and inclusion within the workplace. State Auto is committed to a work environment in which all individuals are treated with respect and dignity.

Community Service

Each year, we take purposeful steps to strengthen our commitment to the community. With an employee base that spans the country and a diverse employee population that values a wide variety of initiatives, we empower our team to support the missions that are near to their hearts through both financial giving and volunteer support. Our State Auto Foundation administers a trust fund dedicated to helping other charitable organizations that support the community to address poverty, food insecurity, housing, health and wellness, and education.

Health & Safety

Providing a safe and secure work environment for our employees is a top priority. Our Safety & Security Policy and Emergency Preparedness Plan enforce those ideals by outlining regulations against illegal and illicit activities to help ensure that we have plans in place for emergencies, respectively.

COVID-19

Our top priority during the COVID-19 pandemic has been protecting the health and safety of our employees. We have offered our employees full autonomy to choose how and where they work during the pandemic. We have worked to ensure compliance with government requirements in our locations while continuing to operate the business and providing the services our customers need. We have increased safety procedures in all our locations with special consideration for our employees who continue to work onsite.

The investments that were part of our digital transformation enabled us to move to remote work quickly and seamlessly at the outset of the COVID-19 pandemic. Our independent agents quickly embraced working with us in this more digital and

virtual environment. We believe this shift will change the way we work as a company and with our independent agents moving forward. We expect a continued reduction in daily commutes and business travel, and more virtual engagement between employees and with our independent agents to best serve our customers.

In recognition of the additional pressures that our employees are experiencing during the pandemic, we introduced “State Auto For You,” a series of enhanced programs and benefits to help employees through the COVID-19 pandemic, and beyond. State Auto For You includes an expansion of the existing wellness reimbursement, plus newly eligible categories of child, elder and disabled care and educational assistance. This will help with the increased cost and reduced availability of care and support employees with children who may need tutoring or other help with schooling.

AVAILABLE INFORMATION

Our website address is www.StateAuto.com. Through this website (found by clicking the “Investors” link, then the “All SEC Filings” link), we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission (the “SEC”). Also available on our website is information pertaining to our corporate governance, including the charters of each of our standing committees of our Board of Directors, our corporate governance guidelines, our employees’ code of business conduct and our directors’ ethical principles.

Any of the materials we file with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Information about our Executive Officers


Name of Executive Officer and Position(s) with Company		Age(1)	Principal Occupation(s) During the Past Five Years	An Executive Officer of the Company Since(2)
Michael E. LaRocco, Chairman, President and Chief Executive Officer		64	President and Chief Executive Officer of STFC and State Auto Mutual, 5/15 to present; Chairman of the Board of STFC, 1/16 to present; chief executive officer of Business Insurance Direct LLC, 10/11 to 4/15; chief executive officer of AssureStart Insurance Agency LLC, 1/13 to 7/14; chief executive officer of Fireman’s Fund Insurance Company, 3/08 to 7/11.	2015
Steven E. English, Senior Vice President, Chief Financial Officer		60	Senior Vice President of STFC and State Auto Mutual, 8/13 to present; Vice President of STFC and State Auto Mutual, 5/06 to 7/13; Chief Financial Officer of STFC and State Auto Mutual, 12/06 to present.	2006
Jason E. Berkey, Senior Vice President, Data and Analytics		46	Senior Vice President of Data and Analytics of STFC and State Auto Mutual, 1/20 to present; Vice President of Personal Lines of STFC and State Auto Mutual, 9/17 to 1/20; Vice President of STFC and State Auto Mutual, 10/15 to 9/17; vice president of American Insurance Group (“AIG”), 1/04 to 7/15.	2017
Melissa A. Centers, Senior Vice President, Secretary and General Counsel		49	Senior Vice President, Secretary and General Counsel of STFC, 11/15 to present; General Counsel and Secretary of State Auto Mutual, 11/15 to present; Assistant Secretary of STFC and State Auto Mutual, 11/12 to 11/15; Associate General Counsel of STFC and State Auto Mutual, 3/12 to 11/15; Assistant General Counsel of STFC and State Auto Mutual, 6/10 to 3/12.	2015
Kim B. Garland, Senior Vice President, Personal & Commercial Lines and State Auto Labs		55	Senior Vice President of Personal & Commercial Lines of STFC and State Auto Mutual, and State Auto Labs, 1/20 to present, Senior Vice President of Commercial Lines of STFC and State Auto Mutual, 9/17 to 1/20; Senior Vice President of Standard Lines of STFC and State Auto Mutual, 8/15 to 9/17; chief product officer of AIG consumer division, 1/13 to 12/14; chief underwriting officer of AIG’s global consumer insurance division, 12/12 to 1/13; president and chief executive officer of United Guaranty Corporation (“UGC”), an affiliate of AIG, 2/12 to 12/12; chief operating officer of UGC, 6/09 to 12/12.	2015
Elise D. Spriggs, Senior Vice President, Associate and External Relations		50	Senior Vice President, Associate and External Relations of STFC and State Auto Mutual, 10/17 to present; Senior Vice President, External and Government Affairs of STFC and State Auto Mutual, 3/16 to present; vice president and director of government relations, 7/11 to 6/15. Attorney, Carpenter, Lipps & Leland LLP, 06/15 to 03/16.	2016
Paul M. Stachura, Senior Vice President, Chief CARE Officer		63	Senior Vice President and Chief CARE Officer of STFC and State Auto Mutual, 9/15 to present; chief claims officer, of QBE Holdings, Inc., 5/13 to 9/15; chief claims and risk services officer of Fireman’s Fund Insurance Company, 5/05 to 4/13.	2015
Gregory A. Tacchetti, Senior Vice President, Chief Information and Strategy Officer		52	Senior Vice President and Chief Information and Strategy Officer of STFC and State Auto Mutual, 8/15 to present; chief executive officer of AssureStart Insurance Agency LLC, 7/14 to 12/14; chief operating officer of AssureStart Insurance Agency LLC, 10/11 to 6/14; senior vice president and chief administrative officer of Fireman’s Fund Insurance Company, 2008 to 10/11.	2015
Scott A. Jones, Vice President, Chief Investment Officer		56	Vice President and Chief Investment Officer of STFC and State Auto Mutual, 3/12 to present; Assistant Vice President of STFC and State Auto Mutual, 8/09 to 3/12.	2012
Matthew S. Mrozek, Vice President, Chief Actuarial Officer		52	Vice President and Chief Actuarial Officer of STFC and State Auto Mutual, 3/09 to present.	2015
Matthew R. Pollak, Vice President, Chief Accounting Officer and Treasurer		55	Vice President, Chief Accounting Officer and Treasurer of STFC and State Auto Mutual, 4/13 to present; vice president, corporate finance and accounting of American Safety Insurance Holdings, Ltd. 2/10 to 4/13.	2013
(1)	Age as of March 10, 2021.
(2)	Each of the foregoing officers has been designated by our Board of Directors as an executive officer for purposes of Section 16 of the Exchange Act.

Item 1A. Risk Factors

Statements contained in this Form 10-K may be “forward-looking” within the meaning of Section 21E of the Exchange Act. Such forward-looking statements are subject to certain risks and uncertainties that could cause our operating results to differ materially from those projected. The following factors, among others, in some cases have affected, and in the future could affect, our actual financial performance. If any risks or uncertainties discussed below develop into actual events, then such events could have a material adverse effect on our business, reputation, liquidity, capital resources, financial position or results of operations. In that case, the market price of our stock could decline materially.

The risk factors might affect, alter, or change actions we take in developing or executing our strategies, including, but not limited to, capital management. We employ a number of risk management approaches to reduce our exposure to risk, all of which have inherent limitations. The failure of our risk management actions could have material adverse effects on our business, reputation, liquidity, capital resources, financial position or results of operations.

The following list of risk factors is not exhaustive and others may exist or develop. This information should be carefully considered together with the other information included in this Form 10-K and in other reports and materials we file with the SEC, as well as news releases and other information we publicly disseminate from time to time.

RISKS RELATING TO STATE AUTO FINANCIAL CORPORATION

CREDIT AND FINANCIAL STRENGTH RATINGS

A downgrade in our financial strength ratings may negatively affect our business and reputation and a downgrade in our credit rating could negatively affect the cost and availability of debt financing.

Insurance companies are subject to financial strength ratings produced by external rating agencies. Higher ratings generally indicate financial stability and a strong ability to pay claims. Ratings are assigned by rating agencies to insurers based upon factors that they believe are relevant to policyholders and creditors. Ratings are important to maintaining public confidence in our Company and in our ability to market our products. A downgrade in our financial strength ratings could, among other things, negatively affect our ability to sell certain insurance products, our relationships with agents and our ability to compete.

Although other rating agencies cover the property and casualty industry, we believe our ability to write business is most influenced by our rating from A.M. Best. According to A.M. Best, its ratings are designed to assess an insurer’s financial strength and ability to meet ongoing obligations to policyholders. The State Auto Group’s current financial strength rating from A.M. Best is A- (Excellent) with a stable outlook.

Generally, credit ratings affect the cost, type and availability of debt financing. Higher rated securities receive more favorable pricing and terms relative to lower rated securities at the time of issue. The State Auto Group’s current credit rating from A.M. Best is bbb- with a stable outlook.

Depending on future results and developments, we may not be able to maintain our current ratings.

DIVIDENDS

There can be no assurance that we will continue to pay cash dividends consistent with current or past levels.

We have a history of consistently paying cash dividends to our shareholders; however, the future payment of cash dividends will depend upon a variety of factors, such as our results of operations, financial condition and cash requirements, as well as the ability of our insurance subsidiaries to make distributions to STFC. State insurance laws restrict the payment of dividends by insurance companies to their shareholders. In addition, competitive pressures generally require insurance companies to maintain insurance financial strength ratings. Such restrictions and other requirements and factors may affect the ability of our insurance subsidiaries to make dividend payments to STFC. Limits on the ability of our insurance subsidiaries to pay dividends could adversely affect STFC’s liquidity, including STFC’s ability to pay cash dividends to shareholders.

TECHNOLOGY AND TELECOMMUNICATION SYSTEMS

Our business success and profitability depend, in part, on effective information technology and telecommunication systems. If we are unable to keep pace with the rapidly developing technological advancements in the insurance industry, our ability to compete effectively could be impaired.

We depend in large part on our technology and telecommunication systems for conducting business and processing claims. Our business success is dependent on maintaining the effectiveness of existing technology and telecommunication systems and on their continued development and enhancement to support our business processes and strategic initiatives in a cost effective manner.

If we are unable to effectively execute our top initiatives and projects, we may not meet organizational objectives due to cost overruns, missed project milestones, defects and/or failing to deliver the desired business value.

An ongoing challenge during system development and enhancement is the effective and efficient utilization of our current technology in view of a constantly changing technological landscape. There can be no assurance that the development of current technology for future use will not result in our being competitively disadvantaged, especially with those carriers that have greater resources. If we are unable to keep pace with the advancements being made in technology, our ability to compete with other insurance companies who have advanced technological capabilities will be negatively affected. Further, if we are unable to effectively execute and update or replace our key legacy technology and telecommunication systems as they become obsolete or as emerging technology renders them competitively inefficient, our competitive position and/or cost structure could be adversely affected.

System implementations are complex processes requiring extensive planning and coordination among multiple stakeholder groups. During 2020, we initiated the rollout of our “State Auto Connect” digital quote and issue platform for our Farm and Ranch, Workers’ Compensation, and Middle Market Commercial lines of business. We should complete the rollout for these three lines in all states by the end of 2021. All of our new business sales should be on the Connect platform by the end of 2021. These digital technology platforms are intended to provide us with quicker speed to market, improve ease of doing business for our policyholders and agents, lower our costs for maintenance and product introductions, and provide greater operational efficiency. However, even with our best planning and efforts and the involvement of third party expertise, there can be no assurance that the expected benefits will be realized upon implementation or that the transition will be completed within the planned time frame or budget. Such risks are also present in other key initiatives and projects planned for 2021 and beyond.

If we experience difficulties with outsourcing or other third party relationships, our ability to conduct business might be negatively impacted.

From time to time we may outsource certain business, information technology or administrative functions or otherwise rely on third parties for the performance of such functions for efficiency and cost saving purposes. If we fail to develop and implement our sourcing strategies or our third party providers fail to perform as expected, we may experience operational difficulties, increased costs, and a loss of business that may have a negative impact on our results of operations or financial condition.

DISTRIBUTION SYSTEM

Our independent agents, who are part of the independent agency distribution channel, are our sole distribution method for our personal and commercial insurance products. Our exclusive use of such distribution may constrain our ability to grow at a comparable pace to our competitors that utilize multiple distribution channels. In addition, consumers may prefer to purchase insurance products through other means, such as the internet, rather than through agents.

We market our insurance products exclusively through independent, non-exclusive insurance agents, whereas some of our competitors sell their insurance products through direct marketing techniques, the internet or “captive” insurance agents who sell products exclusively for one insurance company. Throughout its history, the State Auto Group has supported the independent agency system as our distribution channel. However, while we recognize that the number of distribution locations has expanded and the size of many agencies has grown, the number of individual independent agencies in the industry has dramatically shrunk over the past decade due to agency purchases, consolidations, bankruptcies and agent retirements. We also recognize that it may become more difficult to expand the number of independent agencies representing us. If we are unsuccessful in maintaining and increasing our agency representation, our sales and results of operations could be adversely affected.

The retail agents that market and sell our products also sell products of our competitors. These agents may recommend our competitors’ products over our products or may stop selling our products altogether. When price competition is intense, our premium production may be negatively impacted by the fact our independent agent distribution force has products to sell from other carriers that may be more willing to lower prices to grow top line sales. Consequently, we must remain focused on attracting and partnering with agents to market and sell our products. Our independent agents include network agents, which are traditional retail agents that have affiliated with a group, and corporate-owned agents, which are geographically diverse retail locations with common ownership. We compete for productive agents primarily on the basis of our financial position, support services, ease of doing business, compensation and product features. Although we make efforts to ensure we have strong relationships with our independent agents, we may not be successful and our sales and results of operations could be adversely affected.

In addition, consumers are increasingly using the internet and other alternative channels to purchase insurance products. While our website provides a significant amount of information about our insurance products, consumers cannot purchase insurance through our website. Instead, consumers must contact one of our independent agents to purchase our insurance products or make changes to their policies. We have expanded our distribution channel to include platform agents. These agents

are accessed by clients via the Internet and do not have retail locations. Nevertheless, our distribution system may place us at a disadvantage with consumers who prefer to purchase insurance products only online.

Additionally, in any given period we may drive a significant portion of our business from a limited number of agents and the loss of any of these relationships could have a significant impact on our ability to market our products and services. Likewise, in certain jurisdictions, when the insured remits payments to the agent in full, our premiums are considered to have been paid in full, notwithstanding that we may or may not have actually received the premiums from the agent. Consequently, we assume a degree of risk associated with certain agents with whom we transact business.

The insurance marketplace is evolving and independent insurance agency distribution systems are growing rapidly. Our success depends on our ability and our independent agents’ ability to react to these changes.

As the insurance industry changes and the growth of the independent insurance agency distribution system evolves, our ability to adapt to these changes with our agents is critical. An influx of agencies are joining larger independent network agencies. Our dependence on network agencies and the percentage of the book of business they write with us can be positively or negatively affected by the collective business decisions those network agencies make.

CONTROL BY OUR PARENT COMPANY

State Auto Mutual owns a significant interest in us and may exercise its control in a manner detrimental to the interests of other STFC shareholders.

As of December 31, 2020, State Auto Mutual owned approximately 59.1% of the voting power of our Company. Therefore, State Auto Mutual has the power to direct our affairs and is able to determine the outcome of substantially all matters required to be submitted to shareholders for approval, including the election of all our directors. State Auto Mutual could exercise its control over us in a manner detrimental to the interests of other STFC shareholders.

GENERAL RISK FACTORS

RESERVES

If our estimated liability for losses and loss expenses is incorrect, our loss reserves may be inadequate to cover our ultimate liability for losses and loss expenses and may have to be increased.

We establish loss reserves utilizing actuarial estimates of the amount to be paid in the future to settle all claims incurred as of the end of the accounting period. We maintain loss reserves to cover our estimated ultimate unpaid liability for losses and loss expenses with respect to reported and unreported claims incurred as of the end of each accounting period. Loss reserves do not represent an exact calculation of the liability, but instead represent estimates, generally using actuarial projection techniques at a given accounting date. Our loss reserve estimates are expectations of what the ultimate settlement and administration of claims will cost based on our assessment of facts and circumstances then known, historical settlement patterns, estimates of trends in claims severity and frequency, legal theories of liability and other factors. Variables in the loss reserve estimation process can be affected by both internal and external events, such as changes in claims handling procedures, trends in loss costs, economic inflation, legal developments, legislative changes, new medical procedures, and social inflation. Many of these items are not directly quantifiable, particularly on a prospective basis. Additionally, there may be a significant reporting lag, or changes in the report lag, between the occurrence of an insured event and the time a claim is actually reported to us. We refine loss reserve estimates as part of a regular, ongoing process as historical loss experience develops and additional claims are reported and settled. We record adjustments to loss reserves in the results of operations for the periods in which the estimates are changed. In establishing loss reserves, we take into account estimated recoveries for reinsurance, salvage and subrogation.

One of the impacts of COVID-19 has been the creation of reserve estimates for defense of business interruption related claims. Frequency and/or severity have also be impacted with respect to various coverages due to, among other things, disruptions in supply chains and changes in business practices and individual behaviors resulting from the stay-at-home and social distancing measures. In addition, the short-term and long-term impacts of COVID-19 on our various product lines could be different and cause additional uncertainty in the process of estimating loss reserves.

Because estimating loss reserves is an inherently uncertain process, currently established loss reserves may not be adequate. If we conclude our loss reserves are inadequate, we are obligated to increase them. An increase in loss reserves results in an increase in losses, reducing our net income for the period in which the deficiency is identified. Accordingly, an increase in loss reserves could have a material adverse effect on our results of operations, liquidity and financial condition.

CATASTROPHE LOSSES AND GEOGRAPHIC CONCENTRATIONS

The occurrence of catastrophic events could cause volatility in our results of operations and could materially reduce our level of profitability and adversely affect our liquidity and financial position.

Our insurance operations expose us to claims arising out of catastrophic events. We have experienced, and will in the future experience, catastrophe losses that may cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our level of profitability or harm our financial condition, which in turn could adversely affect our ability to write new business. Catastrophes can be caused by various natural events, including hurricanes, hailstorms, tornadoes, windstorms, earthquakes, severe winter weather, wildfires, pandemics and man-made events, none of which are within our control. Catastrophe losses can vary widely and could significantly impact our results. The frequency and severity of catastrophes are inherently unpredictable. Additionally, catastrophe losses incurred by residual markets or pooling mechanisms (such as wind pools) in certain states could trigger assessments to us. Such assessments could be material and may not be recoupable, depending on the applicable state mechanism.

The magnitude of loss from a catastrophe is a function of the severity of the event and the total amount of insured exposure in the affected area. Accordingly, we can sustain significant losses from less severe catastrophes, such as localized windstorms, when they affect areas where our insured exposure is concentrated. Although catastrophes can cause losses in a variety of our property and casualty lines, most of our catastrophe claims in the past have related to homeowners, allied lines, commercial property and commercial multi-peril coverages. The geographic distribution of our business subjects us to catastrophe exposure from severe thunderstorms, tornadoes and hail, as well as earthquakes and hurricanes affecting the United States.

Increases in the value and geographic concentration of insured properties and the effects of inflation could increase the severity of claims from catastrophic events in the future. In addition, states have from time to time passed legislation that limits the ability of insurers to manage catastrophe risk, such as legislation prohibiting insurers from withdrawing from catastrophe-prone areas or refusing to enforce policy provisions such as hurricane deductibles. Although we attempt to reduce the impact of catastrophes on our business by controlling concentrations of exposures in catastrophe prone areas and through the purchase of reinsurance, such reinsurance may prove inadequate if a major catastrophic loss exceeds the reinsurance limit, or we incur a number of smaller catastrophes that, individually, fall below the reinsurance retention level.

Along with others in the industry, we utilize catastrophe models developed by third party vendors to help assess and manage our exposure to catastrophe losses. Such models assume various conditions and probability scenarios and use historical information about catastrophic events, along with detailed information about our business. While we use modeling information in connection with our pricing and risk management activities, there are limitations with respect to the models’ usefulness in predicting losses in any reporting period. Such limitations are evidenced by the occurrence of significant variations in estimates between models and modelers; material increases or decreases in model results due to changes and refinements of the underlying data elements and assumptions; and differences observed between the results of actual event conditions and modeled expectations. Climate change, to the extent it affects changes in weather patterns, could impact the frequency or severity of weather events. Some industry commentators have expressed concerns that hydraulic fracturing or “fracking,” a process which involves drilling deep underground wells and injecting water, chemicals and sand into the rock formations in order to extract oil and gas, may cause seismic activity which, among other things, may affect the frequency of earthquakes. We view fracking as a potential emerging risk facing the industry.

Our ongoing catastrophe management efforts could negatively impact growth to the extent constraints on property exposures are deemed necessary in certain territories. In addition, due to the potential impact on cross-selling opportunities, new business growth in auto or other lines of business could be negatively affected.

A severe catastrophic event, pandemic or terrorist attack outside the United States may not result in material insurance losses to us. However, our investment portfolio, reinsurers or the general economy could be negatively affected, resulting in a material adverse effect on our business, liquidity, capital resources, financial position or results of operations.

UNDERWRITING AND PRICING

Our financial results depend primarily on our ability to underwrite risks effectively and to charge adequate rates to policyholders.

Our financial condition, cash flows and results of operations depend on our ability to underwrite and set rates adequately for a full spectrum of risks, across a number of lines of insurance. Rate adequacy is necessary to generate sufficient premium to pay losses, loss adjustment expenses and underwriting expenses and to earn a profit.

Our ability to underwrite and set rates effectively is subject to a number of risks and uncertainties, including, without limitation:

•the timely availability of sufficient, reliable data;

•our ability to conduct a complete and accurate analysis of available data;

•our ability to timely recognize changes in trends and to project both the severity and frequency of losses with reasonable accuracy;

•uncertainties which are generally inherent in estimates and assumptions;

•our ability to project changes in certain operating expense levels with reasonable accuracy;

•the development, selection and application of appropriate rating formula or other pricing methodologies;

•our ability to use credit scoring, education and occupation, and other data methodologies in pricing and underwriting;

•our use of predictive modeling or other underwriting tools to assist with correctly and consistently achieving the intended results in underwriting and pricing;

•our ability to establish and consistently follow company underwriting guidelines;

•our ability to innovate with new product and/or pricing strategies, and the success of those innovations on implementation;

•our ability to secure regulatory approval of premium rates on an adequate and timely basis and effectively implement such rate changes;

•our ability to accurately predict consumer behavior, such as policyholder retention;

•our ability to properly classify our new and renewal business;

•unanticipated court decisions, legislation or regulatory action;

•unanticipated changes or execution problems in our claim settlement practices, including our ability to recognize and respond to fraudulent or inflated claims;

•changing driving patterns for auto exposures including distracted driving; changing weather patterns (including those which may be related to climate change) for property exposures;

•technological innovations in automobiles, such as accident avoidance systems and advances leading to autonomous cars;

•changes in the medical sector of the economy; including healthcare reform cost shifting and other factors;

•unanticipated changes in auto repair costs, auto parts prices and used car prices;

•impact of inflation and other factors, such as demand surge on cost of construction materials, labor and other expenditures;

•our ability to monitor and manage property concentration in catastrophe prone areas, such as hurricane, earthquake, wildfires, and wind/hail regions; and

•the general state of the economy in the states in which we operate.

Such risks may result in our rates being based on inadequate or inaccurate data or inappropriate assumptions or methodologies, and may cause our estimates of future changes in the frequency or severity of claims to be incorrect. As a result, we could underprice risks, which would negatively affect our margins, or we could overprice risks, which could reduce our competitiveness. In either event, our operating results, financial condition and cash flows could be materially adversely affected.

VENDOR MANAGEMENT

Loss of key vendor relationships or failure of a vendor to perform as anticipated or to protect personal information of our customers, claimants or employees could negatively affect our operations.

We rely on services and products provided by various vendors. In the event that one or more of our vendors becomes unable to continue to provide products or services as anticipated, we may suffer operational impairment and financial loss. If one or more of our vendors fail to protect personal information of our customers, claimants or employees, we may incur operational impairments, or could be exposed to litigation, compliance costs or reputation damage. See the “Privacy” risk factor below for further information.

CYBERSECURITY THREATS

Our highly automated and networked organization is subject to cyberterrorism and a variety of other cybersecurity threats. These threats come in a variety of forms, such as viruses and malicious software. Such threats can be difficult to prevent or detect, and if experienced, could interrupt or damage our operations, harm our reputation or have a material adverse effect on our operations.

Our technology and telecommunications systems are highly integrated and connected with other networks. Cyber-attacks involving these systems could be carried out remotely from multiple sources and could interrupt, damage or otherwise adversely affect the operation of these critical systems. Threats to data security have risen in recent years due to new technologies, the use of the internet and telecommunications to conduct financial transactions and the increased sophistication and resources of hackers, activists and other external parties.

In addition, to access our online services, our customers may use devices or software that are beyond our control environment and which may provide additional avenues for attackers to gain access to confidential information. Although we have information security procedures and controls in place, our technologies, systems, networks, and customers' devices and software may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, change, or destruction of our or our customers' confidential, proprietary and other information (including personal identifying information of individuals), or otherwise disrupt our or our customers' or other third parties' business operations.

We and others in our industry are regularly the subject of attempts by attackers to gain unauthorized access to our networks, systems, and data, or to obtain, change, or destroy confidential data (including personal identifying information of individuals) through a variety of means, including computer viruses, malware, and phishing. In the future, these attacks may result in unauthorized individuals obtaining access to our confidential information or that of our customers, or otherwise accessing, damaging, or disrupting our systems or infrastructure.

We are continuously developing and enhancing our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage, or unauthorized access. This continued development and enhancement will require us to expend additional resources, including the investigation and remediation of any information security vulnerabilities that may be detected. Despite our ongoing investments in security resources, talent, and business practices, we are unable to assure that these security measures will be effective. Additionally, as part of our technology strategy, we utilize U.S., off-shore and cloud vendors. Controls employed by these vendors may prove inadequate.

As the result of COVID-19, we have shifted to a mostly remote work force. While we have implemented enhanced procedures and protocols to further protect the security of our data systems, having a remote workforce increases our risk to successful cybersecurity attacks. Furthermore, there has been an increase in phishing and other social engineering attacks focused on COVID-19. These attacks typically come in the form of malicious links or emails, but they could involve phone calls or text messages as well. These cyberattacks, if successful, could interrupt, damage or otherwise adversely affect the operation of our critical systems.

If our systems and infrastructure were to be breached, damaged, or disrupted, or if we were to experience a loss of our confidential information or that of our customers, we could be subject to serious negative consequences, including disruption of our operations, damage to our reputation, a loss of trust in us on the part of our customers, vendors or other counterparties, client attrition, reimbursement or other costs, increased compliance costs, litigation exposure and legal liability and regulatory fines or penalties. Any of these could materially and adversely affect our results of operations, our financial condition, and/or our share price. We maintain cyber liability insurance coverage to offset certain potential losses, subject to policy limits, such as liability to others, costs of related crisis management, data extortion, applicable forensics and certain regulatory defense costs, fines and penalties.

PRIVACY

Privacy protection requirements for consumers are expanding from simply protecting personal information to a more consumer-driven model that allows individuals in some respects to control a company's ongoing storage and use of their personal information. Our failure to comply with such privacy laws could have an adverse effect on our business.

We continue to see increased regulation of data privacy and security, including the adoption of more stringent subject matter specific state laws, and federal laws regulating the collection and use of data, as well as security and data breach obligations. Privacy protection requirements for consumers are expanding from simply protecting personal information to a more consumer-driven model that allows individuals in some respects to control a company's ongoing storage and use of their personal information. This expansion places an increased burden on us to be able to respond to a consumer’s request to know or request to permanently anonymize their data, and failure to comply could result in fines, penalties, or litigation which could have an adverse effect on our business.

The regulatory framework for privacy issues is evolving in the U.S. and worldwide, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices. It is possible that new laws and regulations will be adopted at the state or federal level, or both, or existing laws and regulations may be interpreted in new ways that would affect our business. Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could negatively impact the way we conduct business.

BUSINESS CONTINUITY

Our business depends on the uninterrupted operation of our facilities, systems and business functions, including our information technology, telecommunications and other business systems. Our business continuity and disaster recovery plans may not sufficiently address all contingencies.

Our business is highly dependent upon our ability to execute, in an efficient and uninterrupted fashion, necessary business functions, such as Internet support and 24-hour claims contact centers, processing new and renewal business, receiving and processing payment receipts and processing and paying claims. A shut-down of or inability to access one or more of our facilities, power outages, a major failure of the Internet, a pandemic, or a failure of one or more of our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. In addition, because our information technology and telecommunications systems interface with and depend on third party systems, we could experience service denials if demand for such service exceeds capacity, or if our system or a third party system fails or experiences an interruption. If sustained or repeated, such a business interruption, systems failure or service denial could result in a deterioration of our ability to write and process new and renewal business, provide customer service, receive premium payments, pay claims in a timely manner or perform other necessary corporate functions. This could result in a materially adverse effect on our business results and liquidity and may cause reputational damage.

We have established a business continuity plan that is designed to continue our core business operations in the event that normal business operations cannot be performed due to a catastrophic event. Our rapid shift to a mostly remote work force following the onset of COVID-19 is an example of implementing our business continuity plan. However, because many businesses have also deployed a remote workforce as a result of COVID-19, internet usage has increased significantly. While we have been able to maintain, since the onset of COVID-19, normal business functions, such as our online support and 24-hour claims contact centers, process new and renewal business, receive and process payments, and process and pay claims, the increased usage and dependence on the internet may prevent us from continuing to perform such functions in an efficient and uninterrupted fashion. While we continue to test and assess our business continuity plan to meet the needs of our core business operations and address multiple business interruption events, there is no assurance that we will be able to perform our core business operations upon the occurrence of such an event, which may result in a material adverse effect on our reputation, financial position and results of operations.

REINSURANCE

Reinsurance may not be available, collectible or adequate to protect us against losses, or may cause us to constrain the amount of business we underwrite in certain lines of business and locations.

We use reinsurance to help manage our exposure to insurance risks and to manage our capital. There can be no assurance that our use of reinsurance effectively meets our strategic business objectives. Reinsurance may not be adequate to protect us against losses and may not be available to us in the future at commercially reasonable rates. The availability, policy conditions and cost of reinsurance are subject to prevailing market conditions and loss experience, which can affect our business volume and profitability. Although the reinsurer is liable to us to the extent of the ceded reinsurance, we remain liable as the direct insurer on all risks reinsured. Ceded reinsurance arrangements do not eliminate our obligation to pay claims. As a result, we are subject to counterparty risk with respect to our ability to recover amounts due from reinsurers. In addition, the magnitude of losses in the reinsurance industry resulting from catastrophes may adversely affect the financial strength of certain reinsurers, which may result in our inability to collect or recover reinsurance. Reinsurers also may reserve their right to dispute coverage with respect to specific claims.

CYCLICAL NATURE OF THE INDUSTRY

The property and casualty insurance industry is cyclical, which may cause fluctuations in our operating results.

The property and casualty insurance industry has been historically characterized by periods of intense price competition due to excess underwriting capacity, as well as periods of shortages of underwriting capacity that result in higher prices and more restrictive contract and/or coverage terms. The periods of intense price competition may adversely affect our operating results, and the cyclical nature of the industry may cause fluctuations in our operating results. While we may adjust prices during periods of intense competition, it remains our strategy to allow for acceptable profit levels and to decline coverage in situations where pricing or risk would not result in acceptable expected returns. Accordingly, our commercial lines of business tend to contract during periods of severe competition and price declines and expand when market pricing allows an acceptable return. This can cause volatility in our premium revenues. Policyholder reaction to price competition may result in the movement of business and volatility of premium revenues.

The personal lines products are influenced by a collection of loss cost trends. Driving patterns including behavioral changes like distracted driving, along with inflation in the cost of auto repairs and medical care and increasing litigation of liability claims are some of the more important factors that affect loss cost trends. Inflation in the cost of building materials and labor costs and demand caused by weather-related catastrophic events affect personal lines homeowners loss cost trends. We

may be unable to increase premiums at the same pace as coverage costs increase. Accordingly, profit margins initially decline prior to periods of increasing loss costs.

ECONOMIC CONDITIONS

Economic conditions may adversely affect our business.

The ongoing impact of COVID-19 on general economic activity is uncertain and could continue to negatively impact our business and results of operations. The degree of the impact will depend on the duration of the pandemic and the related impact on the economy. While the volatility of the economic climate makes it difficult for us to predict the overall impact of economic conditions on our business and results of operations, our business may be impacted in a variety of ways.

Economic conditions affect consumer behavior. For example, negative economic conditions may cause consumers and businesses to decrease their spending, which may impact the demand for insurance products. More specifically, declining automotive sales and weaknesses in the housing market generally impact the purchase of our personal auto and homeowners insurance products by consumers and business insurance products by businesses involved in these industries. High levels of unemployment have a tendency to cause the number of workers’ compensation claims to increase, as laid-off and unemployed workers may seek workers’ compensation benefits to replace their lost healthcare benefits. Similarly, uninsured and under insured motorist claims may rise. Vacated homes and business properties pose increased insurance industry risk.

Volatility and weakness in the financial and capital markets may negatively impact the value of our investment portfolio. Economic strains on states and municipalities could result in downgrades or defaults of certain municipal obligations.

We may be adversely affected by business difficulties, bankruptcies and impairments of other parties with whom we do business, such as independent agents, key vendors and suppliers, reinsurers or banks, which increases our credit risk and other counterparty risks. Bankruptcies among our current business insurance customers can negatively affect our retention. Reductions in new business start-ups may negatively affect the number of future potential business insurance customers.

In response to economic conditions, the United States federal government and other governmental and regulatory bodies have taken action and may take additional actions to address such conditions. There can be no assurance as to what impact such actions or future actions will have on the financial markets, economic conditions or our Company.

In addition, government spending and monetary policies or other factors may cause the rate of inflation to increase in the future. Inflation can have a significant negative impact on property and casualty insurers because premium rates are established before the amount of losses and loss expenses are known. When establishing rates, we attempt to anticipate increases from inflation subject to the limitations of modeling economic variables. Premium rates may prove to be inadequate due to low trend assumptions arising from the use of historical data. Even when general inflation is relatively modest, price inflation on the goods and services purchased by insurance companies in settling claims can steadily increase. Reserves may develop adversely and become inadequate. Retentions and deductibles may be exhausted more quickly. Interest rate increases in an inflationary environment could cause the values of our fixed income investments to decline.

Adverse capital and credit market conditions may negatively affect our ability to meet unexpected liquidity needs or to obtain credit on acceptable terms.

In the event that we need access to additional capital to pay our operating expenses, make payments on our indebtedness, pay for capital expenditures or fund acquisitions, our ability to obtain such capital may be constrained and the cost of any such capital may be significant. Our ability to obtain additional financing will depend on numerous factors, such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity, as well as lenders’ perception of our long- or short-term financial prospects. Our access to funds may also be constrained if regulatory authorities or rating agencies take negative actions. If certain factors were to occur, our internal sources of liquidity may prove to be insufficient and we may not be able to successfully obtain additional financing on satisfactory terms.

REGULATION

Our business is heavily regulated, and changes in regulation may reduce our profitability and limit our growth.

We are subject to extensive regulation in the states in which we conduct business. This regulation is generally designed to protect the interests of policyholders, as opposed to shareholders and other investors, and relates to authorization for lines of business, capital and surplus requirements, investment limitations, underwriting limitations, transactions with affiliates, dividend limitations (see “Regulation-Dividends” in Item 1), changes in control, premium rates and a variety of other financial and non-financial components of an insurance company’s business. The NAIC and state insurance regulators are constantly examining laws and regulations, generally focusing on modifications to holding company regulations, interpreting existing laws and developing new laws.

Nearly all states require licensed insurers to participate in guaranty funds through assessments covering a portion of insurance claims against impaired or insolvent insurers. An increase in the magnitude of impaired companies could result in an increase in our share of such assessments. Residual market or pooling arrangements exist in many states to provide certain types of insurance coverage to those that are otherwise unable to find private insurers willing to insure them. Licensed insurers voluntarily writing such coverage are required to participate in these residual markets or pooling mechanisms. Such participation exposes us to possible assessments, some of which could be material to our results of operations. The potential availability of recoupments or premium rate increases, if applicable, may not offset such assessments in the financial statements nor do so in the same fiscal periods.

From time to time, some of the states in which we operate consider legislation restricting or banning the use of credit scoring in rating and/or risk selection in personal lines of business. Similarly, several states have considered restricting insurers’ rights to use loss history information maintained in various databases by insurance support organizations. There are a few states that have proposed making driving information the only variable to rate auto policies, leading to mandatory usage-based rating. The current pricing tools we utilize help us price our products more fairly and enhance our ability to compete for business that we believe will be profitable. Such regulations would limit our ability, as well as the ability of all other insurance carriers operating in any affected jurisdiction, to take advantage of these tools.

Currently the federal government does not directly regulate the insurance business. However, in recent years the state insurance regulatory framework has come under increased federal scrutiny. Congress and some federal agencies from time to time investigate the current condition of insurance regulation in the United States to determine whether to impose federal regulation or to allow an optional federal charter, similar to banks. In addition, changes in federal legislation and administrative policies in several areas, including changes in the Gramm-Leach-Bliley Act, financial services regulation and federal taxation, or repeal of McCarran-Ferguson Act (which largely exempts the insurance industry from the federal antitrust laws), could significantly impact the insurance industry and us.

We cannot predict with certainty the effect any enacted, proposed or future state or federal regulation or NAIC initiatives may have on the conduct of our business. Furthermore, there can be no assurance that the regulatory requirements applicable to our business will not become more stringent in the future or result in materially higher costs than current requirements. For example, concerns over climate change may prompt federal, state or local laws intended to protect the environment. Changes in the regulation of our business may reduce our profitability, limit our growth or otherwise adversely affect our operations.

We could be adversely affected if our controls designed to assure compliance with guidelines, policies, and legal and regulatory standards, including financial and regulatory reporting, are ineffective. Our business is dependent on our ability to regularly engage in a large number of insurance underwriting, claim processing, personnel and human resources, and investment activities, many of which are complex. These activities often are subject to internal guidelines and policies, as well as legal and regulatory requirements. No matter how well designed and executed, control systems provide only reasonable assurance that the system objectives will be met. If our controls are not effective, it could lead to financial loss, unexpected risk exposures or damage to our reputation.

Regulatory matters, as well as claims and claim coverages, have been impacted by COVID-19.

Some states have issued regulatory guidance encouraging premium relief or return of premium to insureds. While we are voluntarily, under certain circumstances and subject to regulatory approval, providing a one-time 5% premium discount to our personal auto insureds at the next renewal of their existing policies, if states where we do business were to mandate premium relief or refunds beyond what we have implemented, such actions could have a material adverse effect on our results of operations and cash flows.

There have been efforts at the state and federal levels to implement legislation that would expand the scope of business interruption insurance to include business closures related to COVID-19, although we are not aware of any such legislation being enacted at this time. If legislation were enacted in states where we do business that would expand the scope of business interruption insurance beyond what is intended and include COVID-19 related business closures, or judicial decisions of courts in such states determine that business interruption coverage includes COVID-19 related business closures, such legislation or judicial decisions would have a material adverse effect on our results of operations, liquidity, financial condition, and cash flows, and potentially, our solvency.

We have incurred, and expect to continue to incur in future periods, claim and claim adjustment expenses in certain lines of business as a result of COVID-19, such as workers’ compensation, if the injury or illness arose both out of and in the course of employment.

We have recognized some impact, and there is the potential for additional impact on our auto and property coverages due to changes in both business practices and individual behaviors. We have recognized an increase, and may continue to recognize an increase in commercial property claims due to unoccupied businesses being at greater risk of vandalism. Since the onset of the pandemic, there has been a decrease in the frequency of personal auto claims, attributed to a reduction in miles driven by insureds as a result of people working remotely and staying at home more due to COVID-19 concerns. The duration of this decrease and its impact to claim severity is unknown at this time.

Further, the anticipated and unknown risks related to COVID-19 cause additional uncertainty in the process of estimating loss reserves. We have experienced, and may continue to experience, an increase in fraudulent claims. COVID-19 has had an impact on the timing of claims settlements. COVID-19 has also had an impact on the litigation process, as courts have been forced to close or operate on a limited basis, which has resulted in trials and other court proceedings being extended for significant time periods.

Tax legislation initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

We are subject to the tax laws and regulations of the United States federal, state and local governments. Tax legislative initiatives by these governmental bodies, including actions by departments of insurance, taxing authorities and other state and local agencies, to change the current tax structure or to increase taxes, assessments and other revenue-generating fees may increase the cost of doing business in those jurisdictions.

From time to time, various legislative initiatives are enacted or proposed that could materially impact our financial statements or tax positions. There can be no assurance that our effective tax rate or tax positions will not be adversely affected by enacted or proposed tax initiatives. In addition, United States federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

CLAIM AND COVERAGE DEVELOPMENTS

Developing claim and coverage issues in our industry are uncertain and may adversely affect our insurance operations.

As industry practices and legislative, judicial and regulatory conditions change, unexpected and unintended issues related to claims and coverage may develop. These issues could have an adverse effect on our business by either extending coverage beyond our underwriting intent or by increasing the frequency or severity of claims. The premiums we charge for our insurance products are based upon certain risk expectations. When legislative, judicial or regulatory authorities expand the burden of risk beyond our expectations, the premiums we previously charged or collected may no longer be sufficient to cover the risk, and we do not have the ability to retroactively modify premium amounts. Furthermore, our reserve estimates do not take into consideration a major retroactive expansion of coverage through legislative or regulatory actions or judicial interpretations.

An emerging risk faced by the property and casualty industry is commonly referred to as the opioid crisis. Numerous lawsuits have been filed on behalf of states, counties and municipalities alleging a variety of claims and generally seek compensatory damages caused by the opioid crisis. In general, defendants named in these lawsuits have been major pharmaceutical companies, wholesale distributors, retail pharmacies and doctors. Since these lawsuits are at early stages, we are unable to predict the outcome of these lawsuits or their impact to our financial results.

Court decisions have had, and are expected to continue to have, significant impact on the property and casualty insurance industry. These decisions may increase the level of risk which insurers are expected to assume in a number of ways, such as by eliminating exclusions, increasing limits of coverage, creating rights in claimants not intended by the insurer and interpreting applicable statutes expansively to create obligations on insurers not originally considered when the statute was passed. In some cases, court decisions have been applied retroactively. Court decisions have also negated legal reforms passed by state legislatures.

We have seen instances of political pressure exerted to force or persuade insurers to provide extra-contractual coverage, such as foregoing the use of deductibles.

There is also a growing trend of plaintiffs targeting property and casualty insurers, including us, in putative class action litigation relating to claim-handling and other practices, particularly with respect to the handling of personal lines auto and homeowners claims.

There are concerns that the focus on climate change and global warming could affect court decisions or result in litigation, including potential matters arising from federal, state or local laws intended to protect the environment. Other environmental concerns could also create or affect potential liability exposures.

Many of these issues are beyond our control. The effects of these and other unforeseen claims and coverage issues are extremely hard to predict and could materially harm our business and results of operations.

LITIGATION

We may suffer losses from litigation, which could materially and adversely affect our operating results or cash flows and financial condition.

As is typical in our industry, we face risks associated with litigation of various types, including disputes relating to insurance claims under our policies, as well as other general commercial and corporate litigation. Litigation is subject to inherent uncertainties and in the event of an unfavorable outcome in one or more litigation matters, the ultimate liability may be in excess of amounts currently reserved and may be material to our operating results or cash flows for a particular quarter or annual period and to our financial condition.

Lawsuits, including putative class actions, have been initiated against us and most other insurers regarding the denial of business interruption coverage claims for business closures related to COVID-19. Our commercial property policies that include business interruption coverage are not intended to apply for pure economic losses caused by shutdown orders due to a widespread epidemic or pandemic. We intend to vigorously challenge any claims that our business interruption coverage applies to economic losses caused by such business closures.

TERRORISM

Terrorist attacks, and the threat of terrorist attacks, and ensuing events could have an adverse effect on us.

Terrorism, both within the United States and abroad, and military and other actions and heightened security measures in response to these types of threats, may cause loss of life, property damage, reduced economic activity, and additional disruptions to commerce. Terrorist attacks could cause losses from insurance claims related to the property and casualty insurance operations of the State Auto Group, as well as a decrease in our stockholders’ equity, net income and/or revenue.

The Terrorism Acts require the federal government and the insurance industry to share the risk of insured losses on future acts of terrorism that are certified by the U.S. Secretary of the Treasury. We are required to participate in the Terrorism Acts as a result of our commercial insurance business. In addition, under the Terrorism Acts, terrorism coverage is mandatory for all primary workers’ compensation policies. Insureds with non-workers’ compensation commercial policies, however, have the option to accept or decline our terrorism coverage. In 2020, over —% of our commercial lines non-workers’ compensation policyholders purchased terrorism coverage. Although the Terrorism Acts mitigate our exposure to a large-scale terrorist attack, our deductible is substantial and losses could have a material adverse effect on our results of operations, financial condition and liquidity.

In addition, some of the assets in our investment portfolio may be adversely affected by declines in the equity markets and economic activity caused by the continued threat of terrorism, ongoing military and other actions and heightened security measures. We cannot predict at this time the extent to which industry sectors in which we maintain investments may suffer losses as a result of potentially decreased commercial and economic activity, or how any such decrease might impact the ability of companies within the affected industry sectors to pay interest or principal on their securities, or how the value of any underlying collateral might be affected.

Furthermore, our reinsurers could experience significant losses as a result of terrorist attacks, potentially jeopardizing their ability to pay losses ceded to them and reducing the availability of reinsurance. Our current commercial property reinsurance excludes certified acts of foreign terrorism and loss due to nuclear, biological or chemical agents.

INVESTMENTS

The performance of our investment portfolios is subject to various investment risks, such as market, credit, concentration, liquidity, and interest rate risks. Such risks could result in material adverse effects to our results of operations, cash flows and financial position.

Like other property and casualty insurance companies, we depend on income from our investment portfolio for a portion of our revenues and earnings and are therefore subject to market risk, credit risk, concentration risk, liquidity risk and the risk that we will incur losses due to adverse changes in equity, interest, commodity or foreign currency exchange rates and prices. Our primary market risk exposures are to changes in interest rates and equity prices. Low interest rate environments put downward pressure on investment income. Increases in interest rates could cause the values of our fixed income portfolios to decline, with the magnitude of the decline depending on the duration of our portfolio. Individual securities in our fixed income portfolio are subject to credit risk and default. Downgrades in the credit ratings of fixed maturities can have a significant negative effect on the market valuation of such securities. For example, budget strains on certain states and local governments could negatively affect the credit quality and ratings of their issued securities.

Our fixed income portfolio includes certain securities with call features permitting them to be redeemed by the issuers prior to stated maturity. Reinvestment risk exists with such securities as it may not be possible to reinvest the proceeds from the called securities at equivalent yields.

If the fixed income or equity portfolios, or both, were to be impaired by market, sector or issuer-specific conditions to a substantial degree, our liquidity, financial position and financial results could be materially adversely affected. Under these circumstances, our income from these investments could be materially reduced, and declines in the value of certain securities could further reduce our reported earnings and capital levels. A decrease in value of our investment portfolio could also put our insurance subsidiaries at risk of failing to satisfy regulatory minimum capital requirements. If we were not at that time able to supplement our subsidiaries’ capital from STFC or by issuing debt or equity securities on acceptable terms, our business could be materially adversely affected. Also, a decline in market rates of fixed income securities or a decline in the fair value of equity securities could cause the investments in our pension plans to decrease, resulting in additional expense and increasing required contributions to the pension plan.

Our investment portfolio is invested mostly in fixed income securities, the majority of which consist of securities issued by the U.S. Treasury, federal agencies, and state and local governments. Our portfolio also contains a number of securities issued by corporations. A prolonged economic recession caused by COVID-19 could negatively impact the financial condition of corporate issuers in our portfolio, resulting in rating downgrades or an inability to make timely principal and/or interest payments. It is possible we could suffer a partial or complete loss of principal from an issuer who fails to meet its obligations. Our portfolio could suffer large decreases in market value if the economic crisis deepens and the financial solvency of issuers is called into question. Likewise, our exposure to state and local governments carries risk of loss in an economic downturn. A reduction in tax collections for local governments can cause them to default on interest or principal payments resulting in a loss of capital from our portfolio.

The value of our equity portfolio, which consists of mutual funds, exchange traded funds, and individual company holdings, is impacted by economic activity in the United States and around the world. Mutual funds and exchange traded funds can be expected to exhibit less volatility than an individual company security, but these funds are exposed to economic risk as well. Depending on the length and depth of the pandemic, it is possible that companies in which we have invested could become bankrupt or cease doing business. As a result, our portfolio could suffer permanent loss of capital. It is also possible that equity prices could remain depressed for an extended period of time. Portfolio dividend income can also decline as companies reduce or eliminate dividends as they look for ways to survive in a difficult economy.

Changes in tax laws impacting marginal tax rates and/or the preferred tax treatment of municipal obligations under current law, could adversely affect the market value of municipal obligations. Since a portion of our investment portfolio is invested in tax-exempt municipal obligations, any such changes in tax law could adversely affect the value of the investment portfolio.

EMPLOYEES

Our ability to attract, develop and retain talented employees, managers and executives, and to maintain appropriate staffing levels, is critical to our success, as is our ability to effectively plan for the succession and transition of key executives and subject matter experts.

Our success depends on our ability to attract, train, develop and retain talented, ethical, diverse employees, including executives and other key managers in a specialized industry. The loss of certain key officers and employees or the failure to attract and develop talented new executives and managers could have a materially adverse effect on our business. Effective succession planning is important to assure the timely, competent replacement of retiring or transitioning senior executives and other departing management talent and subject matter experts.

Our success also depends on our ability to maintain and improve the effectiveness of our staff. Our ability to do so may be impaired as a result of a variety of internal and external factors which affect employees and the employment marketplace, as well as our ability to recognize and respond to changing trends and other circumstances that affect our employees. In addition, we must forecast the changing business environments (for multiple business units and in many geographic markets) with reasonable accuracy and adjust hiring programs and/or employment levels accordingly. Our failure to recognize the need for such adjustments, or the failure or inability to react appropriately on a timely basis, could lead either to over-staffing (which would adversely affect our cost structure) or under-staffing (impairing our ability to execute and effectively service our business) in one or more business units or locations. In either event, our financial results could be materially adversely affected.

As a result of COVID-19, we have had up to approximately 90% of our associates working remotely. While this transition was implemented quickly and without significant disruption, there are new challenges with a work from home workforce. Communication levels between associates and management increased at a similar pace as the transition. We will need to continue to balance communication with engagement and productivity as we move into future phases of the pandemic, while planning for a new post COVID-19 work model.

Changes in U.S. immigration policies and laws could impact our ability to hire and retain foreign national employees working under visas, which could adversely affect our operations.

We have many foreign national employees who work for us under visas issued by the U.S. government. These foreign national employees are highly skilled with expertise in technology and other areas needed for the operation of our business. Changes to U.S. immigration policies and laws by the prior administration placed more restrictions on the issuance and extension of work visas. With the recent administration change, if those restrictions are lifted or relaxed, it may reduce our risk in hiring and retaining these highly skilled employees.

COMPETITION

Our industry is highly competitive, which could adversely affect our sales and profitability.

The property and casualty insurance business is highly competitive, and we compete with a large number of other insurers. Some of our competitors have well-established national reputations and brands supported by extensive media advertising. Some of our competitors have substantially greater financial, technical and operating resources and market share than us. We may not be able to effectively compete, which could adversely affect our sales and profitability. We believe that competition in our lines of business is based primarily on price, service, commission structure, product features, technology, use of telematics, financial strength ratings, producer relationships, reputation and name or brand recognition. Market developments such as usage-based auto insurance or new entrants into the insurance marketplace could potentially result in reduced market share or adverse selection. Several automobile manufacturers have announced plans to begin marketing autonomous vehicles in the coming years. Some manufacturers have indicated that liability coverage may be included as part of the purchase price of the vehicle. Over time, as the sale of autonomous vehicles becomes more common, sales of our commercial and private passenger auto liability products may be impacted. The growth in mobile communications and the prominence of social media as a source of information for consumers are recent examples of significant developments in the marketplace which may adversely affect our competitive position. Social media, for example, could be potentially utilized in a manner which negatively affects our reputation with current or prospective policyholders and agents.

Our competitors sell through various distribution channels, including independent agents, captive agents and directly to the consumer. We compete not only for personal and business insurance customers, but also for independent agents to market and sell our products. Some of our competitors offer a broader array of products, have more competitive pricing or have higher claims paying ability ratings. In addition, other financial institutions are now able to offer services similar to our own as a result of the Gramm-Leach-Bliley Act.

New digital carriers have entered the insurance marketplace over the past few years. These carriers typically market personal lines automobile or homeowners products direct to the consumer and do not utilize the independent agency system. As these carriers grow, their new customers will either be first time buyers of insurance products or customers leaving other carriers. Insuretech companies, a term used to describe companies that focus on the use of technology innovation to reduce costs and improve efficiencies, have also benefited from the evolving marketplace. Insurance companies, including State Auto, have been investing in these insuretech companies. Insuretech companies seek a business partner that will allow them to take advantage of new technology that can help a carrier either attract quality business or improve underwriting results, with an ultimate goal of improved financial performance. The growth of both the digital carriers and insuretech companies could impact the potential growth of other carriers.

The increased transparency that arises from information available from the use of tools, such as comparative rater software, could work to our disadvantage. The competitive environment for certain lines of business, such as personal auto insurance, puts pressure on achieving sustainable profit margins. We may have difficulty differentiating our products or becoming among the lowest cost providers. Expense efficiencies are important to maintaining and increasing our growth and profitability. If we are unable to efficiently execute and realize future expense efficiencies, it could affect our ability to establish competitive pricing and could have a negative effect on new business growth and retention of existing policyholders.

CHANGES IN ACCOUNTING STANDARDS

Changes in accounting standards issued by the FASB or other standard-setting bodies may adversely affect our results of operations and financial condition.

Our financial statements are prepared in accordance with GAAP; FASB, AICPA and other accounting standard-setting bodies may periodically issue changes to, interpretations of or guidance with respect to GAAP. The adoption of such guidance may have an adverse effect on our results of operations and financial position. See Note 1 to our consolidated financial statements included in Item 8 of this Form 10-K regarding adoption of recent accounting pronouncements.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We share our operating facilities with State Auto Mutual pursuant to the terms of the 2005 Management Agreement. Our corporate headquarters are located in Columbus, Ohio, in buildings owned by State Auto Mutual that contain approximately 280,000 square feet of office space. State Auto Mutual also leases other office facilities in numerous locations throughout the State Auto Group’s geographical areas of operation.

Item 3. Legal Proceedings

We are involved in lawsuits in the ordinary course of our business arising out of or otherwise related to our insurance policies. Additionally, from time to time we may be involved in lawsuits, including class actions, in the ordinary course of business but not arising out of or otherwise related to our insurance policies. These lawsuits are in various stages of development. We generally will contest these matters vigorously but may pursue settlement if appropriate. Based on currently available information, we do not believe it is reasonably possible that any such lawsuit or related lawsuits will be material to our results of operations or have a material adverse effect on our consolidated financial position or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Market Information; Holders of Record

Our common shares are traded on the Nasdaq Global Select Market under the symbol STFC. As of March 5, 2021, there were 983 shareholders of record of our common shares.

Market Price Ranges and Dividends Declared on Common Shares

Initial Public Offering—June 28, 1991 – $2.25. The following table sets forth information with respect to the high and low sale prices of our common shares for each quarterly period for the past two years as reported by Nasdaq, along with the amount of cash dividends declared by us with respect to our common shares for each quarterly period for the past two years:


2020	High		Low		Dividend
First Quarter	$	31.81	$	19.51	$	0.10
Second Quarter	27.94		16.71		0.10
Third Quarter	18.76		13.34		0.10
Fourth Quarter	18.74		12.07		0.10


2019	High		Low		Dividend
First Quarter	$	34.99	$	30.33	$	0.10
Second Quarter	35.04		32.11		0.10
Third Quarter	36.45		28.46		0.10
Fourth Quarter	34.75		28.10		0.10

See Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Considerations,” for information regarding regulatory restrictions on the payment of dividends to State Auto Financial by its insurance subsidiaries.

Performance Graph

The line graph below compares the total return on $100.00 invested on December 31, 2015, in STFC’s shares, the CRSP Total Return Index for the Nasdaq Stock Market (“Nasdaq Index”), and the CRSP Total Return Index for Nasdaq insurance stocks (“Nasdaq Ins. Index”), with dividends reinvested.


	2015	2016	2017	2018	2019	2020
STFC	100.00	130.21	141.43	165.32	150.66	86.16
Nasdaq Index	100.00	107.50	137.86	132.51	179.19	257.38
Nasdaq Ins. Index	100.00	115.63	119.32	109.16	138.32	139.62

Item 6. Selected Consolidated Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Capitalized terms used in this Item 7 and not otherwise defined have the meanings ascribed to such terms under the caption “Important Defined Terms Used in this Form 10-K” which immediately precedes Part I of this Form 10-K. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this Form 10-K and the narrative description of our business contained in Item 1 of this Form 10-K. For information regarding our financial results for the fiscal year ended December 31, 2018, please see the discussion included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

OVERVIEW

State Auto Financial is a property and casualty insurance holding company. Our insurance subsidiaries are part of the State Auto Group and Pooling Arrangement described below. The State Auto Group markets its insurance products throughout the United States primarily through independent agencies, which include retail agencies and brokers. The State Auto Group is rated A- (Excellent) by A.M. Best.

State Auto Financial’s principal subsidiaries are State Auto P&C, Milbank and SA Ohio, each of which is a property and casualty insurance company, and Stateco, which provides investment management services to affiliated insurance companies.

Our reportable insurance segments are personal insurance and commercial insurance. These insurance segments are managed separately from each other due to the differences in the types of customers they serve, products they provide or services they offer. Investment operations is also a reportable segment. As previously reported, we have exited our specialty business, which has resulted in the elimination of our specialty insurance segment. As a result, effective January 1, 2019, the specialty insurance business is no longer a reportable segment as it no longer is material to our results and is disclosed as

"specialty run-off." See “Personal and Commercial Insurance” in Item 1 of this Form 10-K for more information about our insurance segments.

We evaluate the performance of our insurance segments using industry financial measurements determined under SAP and certain measures determined under GAAP. We evaluate our investment operations segment based on investment returns of assets managed. Financial information about our segments for 2020 is set forth in this Item 7 and in Note 18 to our consolidated financial statements included in Item 8 of this Form 10-K.

COVID-19

The impact of COVID-19 on our future results of operations and financial condition are highly uncertain at this time and outside of our control. The scope, duration and magnitude of the effects of the on-going COVID-19 pandemic continue to evolve rapidly and in ways that are difficult or impossible to anticipate. For discussions on how COVID-19 affected our operations, see the "Results of Operations" included in this Item 7. For a discussion of the most significant risks and uncertainties that could impact our results of operations, financial position, liquidity or cash flows as a result of the COVID-19 pandemic, see “Part I - Item 1A. Risk Factors” included in this Form 10-K.

EXECUTIVE SUMMARY

2020 was a year in which our results were negatively impacted by catastrophe losses with improved non-cat loss and LAE and expense ratios. Our 2020 personal and commercial insurance segments statutory combined ratio of 103.6% included 14.0 points of catastrophe losses, which was 6.4 points higher than our five-year average. Our net premium growth of 10.7% was above the industry average.

Insurance Operations

Our focus in 2020 was on personal auto profitability and, although our results fell far short of our expectations, we are pleased with the progress we made. We introduced a new private passenger auto pricing model in 2020, addressed additional underwriting issues with the product and fixed the stability of our digital-only platform, State Auto Connect. We believe that these efforts will return personal auto to profitable growth in 2021. Our homeowners business, now our largest line of business, saw improvements in both the non-catastrophe ratio and expense ratio while producing strong premium growth of 23.6%. Commercial lines achieved both profit and growth while completing the rollout of products on State Auto Connect, with the launch of farm and ranch, middle market commercial and workers’ compensation.

The impact of COVID-19 on our results included a decline in auto accidents due to fewer miles driven by insureds. We experienced an increase in workers’ compensation claims, primarily from nursing homes and other medical facilities. And we, along with the rest of the insurance industry, are facing legal challenges with respect to business interruption claims related to COVID-19.

Our Claims and Risk Engineering (CARE) organization works to deliver exceptional service not only to customers affected by catastrophes throughout the year, but to those who, every day, reach out to us for help. In 2020, the CARE team began to introduce customer service enhancements via our digital platform that will continue throughout 2021. Continuing to improve the customer experience is central to CARE’s strategy going forward.

Improvements in customer and agent experience are being delivered through State Auto Connect. Since its launch in 2016, we have rebuilt all nine of our product lines, concluding with the launch of workers’ compensation in the fourth quarter of 2020. In 2019, we focused on providing a more stable technology experience for agents and policyholders, which we delivered in 2020. In addition, our investments in improving the technology experience for our associates enabled us to quickly move to a remote work environment at the beginning of the COVID-19 pandemic.

Moving forward

Our success in navigating the challenges of 2020 was a result of the decisions made in recent years in transforming our company. We have built a technology platform that will grow efficiently as our company grows, and our products can adapt more quickly to the expectations of our customers and the marketplace. Our service organizations are striving to meet and exceed customer expectations and our sales teams are working to build even stronger relationships with independent agents, leading to continued exceptional sales growth.

While our 2020 profit goal was not met, we enter 2021 as a much stronger organization.

POOLING ARRANGEMENT

The STFC Pooled Companies and the Mutual Pooled Companies participate in a quota share reinsurance pooling arrangement referred to as the “Pooling Arrangement.” Under the Pooling Arrangement, State Auto Mutual assumes premiums, losses and expenses from each of the Pooled Companies and in turn cedes to each of the Pooled Companies a specified portion

of premiums, losses and expenses based on each of the Pooled Companies’ respective pooling percentages. State Auto Mutual then retains the balance of the pooled business.

The following table sets forth the participants and their participation percentages in the Pooling Arrangement. There were no changes to the participants or to their participation percentages during 2020.


STFC Pooled Companies:
State Auto P&C	51.0	%
Milbank	14.0
SA Ohio	—
Total STFC Pooled Companies	65.0
State Auto Mutual Pooled Companies:
State Auto Mutual	34.5
SA Wisconsin	—
Meridian Security	—
Patrons Mutual	0.5
RIC	—
Plaza	—
American Compensation	—
Bloomington Compensation	—
Total State Auto Mutual Pooled Companies	35.0	%

We anticipate that the STFC Pooled Companies will maintain a 65% participation percentage in the Pooling Arrangement for the foreseeable future. However, under applicable governance procedures, if the Pooling Arrangement were to be amended, management would make recommendations to the Independent Committees of the Board of Directors of both State Auto Mutual and STFC. The Independent Committees review and evaluate such factors as they deem relevant and recommend any appropriate pooling change to the Board of Directors of both State Auto Mutual and STFC subject to regulatory approval by each participant’s respective domiciliary insurance department. The Pooling Arrangement is terminable by any of our Pooled Companies at any time by any party by giving twelve months’ notice to the other parties and their respective domiciliary insurance departments. None of our Pooled Companies currently intends to terminate the Pooling Arrangement.

Under the terms of the Pooling Arrangement, all subject premiums, incurred losses, loss expenses and other underwriting expenses are prorated among our Pooled Companies on the basis of their participation in the pool. By spreading the underwriting risk, the Pooling Arrangement is designed to produce more uniform and stable underwriting results for each of our Pooled Companies than any one company would experience individually. This has the effect of providing each of our Pooled Companies with a similar mix of pooled property and casualty insurance business on a net basis.

RESULTS OF OPERATIONS

Summary

The following table sets forth certain key performance indicators we use to monitor our operations for the years ended December 31, 2020 and 2019:


($ millions, except per share data)	2020			2019
GAAP Basis:
Total revenues	$	1,482.4		$	1,407.2
Income before federal income taxes	$	14.4		$	105.5
Net income	$	13.1		$	85.8
Stockholders’ equity	$	1,010.0		$	967.5
Book value per share	$	23.00		$	22.19
Return on average equity	1.3		%	9.8		%
Debt to capital ratio	10.8		%	11.2		%
Cat loss and ALAE ratio	14.9		%	8.0		%
Non-cat loss and LAE ratio	55.5		%	59.6		%
Loss and LAE ratio	70.4		%	67.6		%
Expense ratio	34.9		%	35.4		%
Combined ratio	105.3		%	103.0		%
Premiums written growth	10.7		%	8.7		%
Investment yield	2.8		%	3.0		%

SAP Basis:
Cat loss and ALAE ratio	14.9		%	8.0		%
Non-cat loss and ALAE ratio	49.9		%	53.7		%
ULAE ratio	5.7		%	6.1		%
Loss and LAE ratio	70.5		%	67.8		%
Expense ratio	34.4		%	34.7		%
Combined ratio	104.9		%	102.5		%
Net premiums written to surplus	1.6			1.4

2020 Overview:

COVID-19

Beginning in March 2020, the global COVID-19 pandemic has impacted our results of operations. For the year ended December 31, 2020, the impact on the non-cat loss and ALAE current accident year included:

•A decline in claim frequency in personal auto and commercial auto due to a reduction in miles driven as a result of people working remotely and staying at home more because of COVID-19 concerns,

•A decline in claim frequency in commercial auto, small commercial package, middle market commercial and workers' compensation due to reduced business and employment activity,

•Increased workers' compensation claims for businesses in the medical field, such as nursing homes and hospitals, due to employees being exposed to COVID-19 in the course of their employment, and

•Increased legal defense costs in small commercial package and middle market commercial due to litigation involving business interruption insurance claims.

Other Factors

•Net investment gain was $27.3 million which included $31.8 million of recognized net losses on equity securities sold during the year. During the third quarter, we completed the exit of our investments in the Master Limited Partnership Exchange Traded Funds ("MLP ETF's") equity security asset class and recognized net investment losses of $35.1 million. The decline in the fair value of the investments in the MLP ETFs during 2020 was in part

due to the market volatility caused by the COVID-19 pandemic. Net investment gain for 2020 included $59.3 million of unrealized gains from equity securities and other invested assets still held at the end of 2020.

•Earned premiums were $1,380.9 million and reflected new business growth and rate increases in our personal and commercial segments. State Auto Connect, our fully digital quote and issue platform that incorporates advanced data analytics and updated pricing models, is now live for all of our products and is driving our new business growth.

•The SAP catastrophe loss and ALAE ratio was 14.9%, or $206.2 million. The year ended December 31, 2020 was impacted by (i) a first quarter wind and hail storm, including tornadoes, in Tennessee that primarily impacted the middle market line of business, (ii) widespread second quarter wind and hail events in the South and Midwest that primarily impacted the homeowners line of business, (iii) a Midwest derecho in August, with approximately 75% of the losses occurring in Iowa, as well as widespread wind and hail events in the third quarter, and (iv) adverse development of prior accident year losses of $12.4 million in E&S property related to hurricane Irma in the third quarter. Approximately 50% of the catastrophe losses for the year were in our homeowners line of business.

•The SAP non-cat loss and ALAE ratio was 49.9%, or $688.6 million.

◦The current accident year non-cat loss and ALAE ratio was impacted by (i) the COVID-19 pandemic discussed above, (ii) non-cat weather losses, primarily wind and hail, and (iii) an elevated level of large commercial losses, including fires.

◦Non-catastrophe losses and ALAE included 3.7 points of favorable development relating to prior years, or $51.5 million. The commercial insurance segment contributed $78.4 million of favorable development which was partially offset by $21.7 million of adverse development from the personal insurance segment and $5.2 million of adverse development from specialty run-off primarily due to an adverse court decision relating to an E&S casualty claim from 2016.

2019 Overview:

•Net investment gain was $74.2 million, which included $73.8 million of unrealized gains from equity securities and other invested assets. Net investment income was $80.4 million, which included $62.3 million of income from the fixed maturities portfolio.

•Earned premiums were $1,250.2 million and reflected new business growth in the personal insurance segment and the exit of the specialty business.

•The SAP catastrophe loss and ALAE ratio was 8.0%, or $100.5 million. 2019 was impacted by (i) severe wind and hail storms, approximately half of which occurred in Texas, and (ii) adverse development of prior accident year catastrophe losses in the specialty run-off business relating to Hurricanes Irma and Harvey.

•The SAP non-cat loss and ALAE ratio was 53.7%, or $669.7 million. Non-catastrophe losses and ALAE included 5.8 points of favorable development relating to prior years, or $72.4 million, primarily from the commercial insurance segment which contributed $58.8 million. The 2019 current accident year non-cat loss and ALAE was primarily impacted by non-cat weather losses and large losses, including fires.

Insurance Segments

We measure our top-line growth for our insurance segments based on net written premiums, which provide us with an indication of how well we are doing in terms of revenue growth before it is actually earned. Our policies provide a fixed amount of coverage for a stated period of time, often referred to as the “policy term.” As such, our written premiums are recognized as earned ratably over the policy term. The unearned portion of written premiums, called unearned premiums, is reflected on our balance sheet as a liability and represents our obligation to provide coverage for the unexpired term of the policies.

Insurance industry regulators require our insurance subsidiaries to report their financial condition and results of operations using SAP. We use SAP financial results, along with industry standard financial measures determined on a SAP basis and certain measures determined on a GAAP basis, to internally monitor the performance of our insurance segments and reward our employees.

One of the more significant differences between GAAP and SAP is that SAP requires all underwriting expenses to be expensed immediately and not deferred over the same period that the premium is earned. In converting SAP underwriting results to GAAP underwriting results, acquisition costs are deferred and amortized over the periods the related written premiums are earned. For a discussion of deferred acquisition costs, see Note 1f of the "Notes to Consolidated Financial Statements" in Item 8.

The accounting for pension benefits also contributes to the difference between our GAAP loss and expense ratios and our SAP loss and expense ratios. For a discussion of our pension and postretirement benefit obligations, see the “Critical Accounting Policies – Pension and Postretirement Benefit Obligations” section included in this Item 7.

All references to financial measures or components thereof in this discussion are calculated on a GAAP basis, unless otherwise noted.

Summary of Key Indicators of Insurance Segment Results

The following table sets forth certain key performance indicators for our insurance segments for the years ended December 31, 2020 and 2019:


($ in millions)
2020	Personal & Commercial			Specialty run-off		Total

Net written premiums	$	1,456.5		$	(0.2)	$	1,456.3
Net earned premiums	1,380.8			0.1		1,380.9
Losses and LAE incurred:
Cat loss and ALAE	193.6			12.6		206.2
Non-cat loss and ALAE:
Prior accident years non-cat loss and ALAE	(56.7)			5.2		(51.5)
Current accident year non-cat loss and ALAE	739.7			0.4		740.1
Total non-cat loss and ALAE	683.0			5.6		688.6
Total Loss and ALAE	876.6			18.2		894.8
ULAE	80.5			(1.4)		79.1
Total Loss and LAE	957.1			16.8		973.9
Underwriting expenses	499.9			0.9		500.8
Net underwriting loss	$	(76.2)		$	(17.6)	$	(93.8)

Cat loss and ALAE ratio	14.0		%	N/M(1)		14.9		%
Non-cat loss and ALAE ratio:
Prior accident years non-cat loss and ALAE ratio	(4.1)		%	N/M		(3.7)		%
Current accident year non-cat loss and ALAE ratio	53.6		%	N/M		53.6		%
Total non-cat loss and ALAE ratio	49.5		%	N/M		49.9		%
Total Loss and ALAE ratio	63.5		%	N/M		64.8		%
ULAE ratio	5.8		%	N/M		5.7		%
Total Loss and LAE ratio	69.3		%	N/M		70.5		%
Expense ratio	34.3		%	N/M		34.4		%
Combined ratio	103.6		%	N/M		104.9		%
(1)N/M = Not Meaningful


($ in millions)
2019	Personal & Commercial			Specialty run-off		Total

Net written premiums	$	1,315.4		$	(0.1)	$	1,315.3
Net earned premiums	1,244.5			5.7		1,250.2
Losses and LAE incurred:
Cat loss and ALAE	89.9			10.6		100.5
Non-cat loss and ALAE:
Prior accident years non-cat loss and ALAE	(71.3)			(1.1)		(72.4)
Current accident year non-cat loss and ALAE	736.9			5.2		742.1
Total non-cat loss and ALAE	665.6			4.1		669.7
Total Loss and ALAE	755.5			14.7		770.2
ULAE	78.3			(2.0)		76.3
Total Loss and LAE	833.8			12.7		846.5
Underwriting expenses	453.1			2.7		455.8
Net underwriting loss	$	(42.4)		$	(9.7)	$	(52.1)

Cat loss and ALAE ratio	7.2		%	N/M(1)		8.0		%
Non-cat loss and ALAE ratio:
Prior accident years non-cat loss and ALAE ratio	(5.7)		%	N/M		(5.8)		%
Current accident year non-cat loss and ALAE ratio	59.1		%	N/M		59.5		%
Total non-cat loss and ALAE ratio	53.4		%	N/M		53.7		%
Total Loss and ALAE ratio	60.6		%	N/M		61.7		%
ULAE ratio	6.3		%	N/M		6.1		%
Total Loss and LAE ratio	66.9		%	N/M		67.8		%
Expense ratio	34.5		%	N/M		34.7		%
Combined ratio	101.4		%	N/M		102.5		%
(1)N/M = Not Meaningful

Personal Insurance Segment

The following tables set forth certain key performance indicators by major product line of business for our personal insurance segment for the years ended December 31, 2020 and 2019:

Table 1


($ in millions)
2020	Personal Auto			Homeowners			Other Personal			Total

Net written premiums	$	396.3		$	402.8		$	64.1		$	863.2
Net earned premiums	407.3			360.8			50.9			819.0
Losses and LAE incurred:
Cat loss and ALAE	6.5			99.9			12.2			118.6
Non-cat loss and ALAE:
Prior accident years non-cat loss and ALAE	20.3			3.5			(2.1)			21.7
Current accident year non-cat loss and ALAE	238.0			163.9			19.2			421.1
Total non-cat loss and ALAE	258.3			167.4			17.1			442.8
Total Loss and ALAE	264.8			267.3			29.3			561.4
ULAE	31.0			23.0			1.8			55.8
Total Loss and LAE	295.8			290.3			31.1			617.2
Underwriting expenses	127.1			123.9			19.6			270.6
Net underwriting (loss) gain	$	(15.6)		$	(53.4)		$	0.2		$	(68.8)

Cat loss and ALAE ratio	1.6		%	27.7		%	24.0		%	14.5		%
Non-cat loss and ALAE ratio:
Prior accident years non-cat loss and ALAE ratio	5.0		%	1.0		%	(4.1)		%	2.7		%
Current accident year non-cat loss and ALAE ratio	58.4		%	45.4		%	37.7		%	51.4		%
Total non-cat loss and ALAE ratio	63.4		%	46.4		%	33.6		%	54.1		%
Total Loss and ALAE ratio	65.0		%	74.1		%	57.6		%	68.6		%
ULAE ratio	7.6		%	6.4		%	3.4		%	6.8		%
Total Loss and LAE ratio	72.6		%	80.5		%	61.0		%	75.4		%
Expense ratio	32.1		%	30.7		%	30.6		%	31.4		%
Combined ratio	104.7		%	111.2		%	91.6		%	106.8		%

Table 2


($ in millions)
2019	Personal Auto			Homeowners			Other Personal			Total

Net written premiums	$	421.2		$	326.0		$	41.9		$	789.1
Net earned premiums	425.0			295.9			35.0			755.9
Losses and LAE incurred:
Cat loss and ALAE	6.0			60.1			5.0			71.1
Non-cat loss and ALAE:
Prior accident years non-cat loss and ALAE	(10.7)			0.3			(2.1)			(12.5)
Current accident year non-cat loss and ALAE	284.8			142.7			16.1			443.6
Total non-cat loss and ALAE	274.1			143.0			14.0			431.1
Total Loss and ALAE	280.1			203.1			19.0			502.2
ULAE	30.1			19.9			1.2			51.2
Total Loss and LAE	310.2			223.0			20.2			553.4
Underwriting expenses	129.3			102.2			13.2			244.7
Net underwriting (loss) gain	$	(14.5)		$	(29.3)		$	1.6		$	(42.2)

Cat loss and ALAE ratio	1.4		%	20.3		%	14.1		%	9.4		%
Non-cat loss and ALAE ratio:
Prior accident years non-cat loss and ALAE ratio	(2.5)		%	0.1		%	(5.9)		%	(1.7)		%
Current accident year non-cat loss and ALAE ratio	67.0		%	48.2		%	45.9		%	58.8		%
Total non-cat loss and ALAE ratio	64.5		%	48.3		%	40.0		%	57.1		%
Total Loss and ALAE ratio	65.9		%	68.6		%	54.1		%	66.5		%
ULAE ratio	7.1		%	6.8		%	3.4		%	6.8		%
Total Loss and LAE ratio	73.0		%	75.4		%	57.5		%	73.3		%
Expense ratio	30.7		%	31.3		%	31.6		%	31.0		%
Combined ratio	103.7		%	106.7		%	89.1		%	104.3		%

The personal insurance segment's net written premiums for the year ended December 31, 2020 increased 9.4% compared to 2019 (Tables 1 - 2), primarily driven by new business growth and increased rates in homeowners and other personal. The new business growth resulted in higher levels of policies in force for homeowners for the year ended December 31, 2020 compared to the same 2019 period. Partially offsetting the 2020 net written premium growth was a decrease in personal auto net written premiums, which was driven by a decline in new business primarily attributable to cumulative rate and underwriting actions taken during the fourth quarter of 2019 and throughout 2020 to address personal auto profitability.

In response to the COVID-19 pandemic and its impact on our personal auto policyholders, in April 2020, we announced our "In This Together" plan that provides a one-time 5% discount at renewal on a personal auto policyholder's entire policy term premium, which will be applied at an upcoming renewal for active personal auto policies in force as of the renewal date. The plan was approved by 26 of our 28 personal lines states with renewal effective dates beginning mid-July. As of December 31, 2020, this reduced the personal auto net written premiums by approximately $4.2 million.

The personal insurance segment's SAP catastrophe loss ratio for the year ended December 31, 2020 increased 5.1 points compared to 2019 (Tables 1 - 2), driven by an increase in the frequency and severity of wind and hail events, which primarily impacted the homeowners line of business. Approximately 40% of our 2020 reported catastrophe losses occurred in Texas. During 2019, catastrophe losses were primarily related to wind and hail storms, with over half of the reported losses occurring in Texas.

The personal insurance segment's SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 3.0 points compared to 2019 (Tables 1 - 2).

The personal auto SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 1.1 points when compared to the same 2019 period (Tables 1 - 2). The 2020 non-catastrophe loss and ALAE ratio was impacted by (i) a lower level of current accident year losses attributable to fewer miles driven as a result of people working remotely and staying at home more because of COVID-19 concerns, and (ii) adverse development from prior accident years compared to favorable

development in the same 2019 periods. The 2020 prior accident year adverse development was primarily driven by higher than expected severity for bodily injury claims from multiple accident years. The 2019 prior accident year favorable development was across multiple coverages including bodily injury and uninsured and under-insured motorist coverages, primarily from the 2018 and 2017 accident years.

The homeowners SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 1.9 points when compared to the same 2019 period (Tables 1 - 2). The 2020 improvement was primarily driven by lower claim frequency in the current accident year. Partially offsetting this improvement was adverse development of prior accident year losses, primarily driven by higher than expected severity for 2019 property and third-party liability claims.

Commercial Insurance Segment

The following tables set forth certain key performance indicators by major product line of business for our commercial insurance segment for the years ended December 31, 2020 and 2019:

Table 3


($ in millions)
2020	Commercial Auto			Small Commercial Package			Middle Market Commercial			Workers' Comp			Farm & Ranch			Other Commercial			Total

Net written premiums	$	157.1		$	128.2		$	161.4		$	62.8		$	64.2		$	19.6		$	593.3
Net earned premiums	134.1			124.7			156.5			70.9			56.3			19.3			561.8
Losses and LAE incurred:
Cat loss and ALAE	1.2			21.7			42.9			—			9.0			0.2			75.0
Non-cat loss and ALAE
Prior accident years non-cat loss and ALAE	(1.6)			(23.0)			(16.7)			(24.9)			(2.2)			(10.0)			(78.4)
Current accident year non-cat loss and ALAE	75.8			65.3			88.7			55.6			25.4			7.8			318.6
Total non-cat loss and ALAE	74.2			42.3			72.0			30.7			23.2			(2.2)			240.2
Total Loss and ALAE	75.4			64.0			114.9			30.7			32.2			(2.0)			315.2
ULAE	6.6			4.8			4.6			6.0			2.2			0.5			24.7
Total Loss and LAE	82.0			68.8			119.5			36.7			34.4			(1.5)			339.9
Underwriting expenses	53.1			45.1			65.3			29.9			28.1			7.8			229.3
Net underwriting (loss) gain	$	(1.0)		$	10.8		$	(28.3)		$	4.3		$	(6.2)		$	13.0		$	(7.4)

Cat loss and ALAE ratio	0.9		%	17.4		%	27.4		%	—		%	16.0		%	0.9		%	13.4		%
Non-cat loss and ALAE ratio
Prior accident years non-cat loss and ALAE ratio	(1.2)		%	(18.5)		%	(10.7)		%	(35.1)		%	(4.0)		%	(51.6)		%	(14.0)		%
Current accident year non-cat loss and ALAE ratio	56.5		%	52.5		%	56.8		%	78.5		%	45.2		%	40.6		%	56.7		%
Total non-cat loss and ALAE ratio	55.3		%	34.0		%	46.1		%	43.4		%	41.2		%	(11.0)		%	42.7		%
Total Loss and ALAE ratio	56.2		%	51.4		%	73.5		%	43.4		%	57.2		%	(10.1)		%	56.1		%
ULAE ratio	5.0		%	3.8		%	2.9		%	8.4		%	3.8		%	2.4		%	4.4		%
Total Loss and LAE ratio	61.2		%	55.2		%	76.4		%	51.8		%	61.0		%	(7.7)		%	60.5		%
Expense ratio	33.8		%	35.2		%	40.5		%	47.6		%	44.0		%	39.6		%	38.7		%
Combined ratio	95.0		%	90.4		%	116.9		%	99.4		%	105.0		%	31.9		%	99.2		%

Table 4


($ in millions)
2019	Commercial Auto			Small Commercial Package			Middle Market Commercial			Workers' Comp			Farm & Ranch			Other Commercial			Total

Net written premiums	$	109.4		$	122.4		$	149.2		$	76.7		$	50.0		$	18.6		$	526.3
Net earned premiums	91.3			119.2			134.3			78.2			48.5			17.1			488.6
Losses and LAE incurred:
Cat loss and ALAE	0.3			7.9			8.2			—			2.4			—			18.8
Non-cat loss and ALAE
Prior accident years non-cat loss and ALAE	(4.7)			(15.2)			(11.8)			(20.9)			(3.0)			(3.2)			(58.8)
Current accident year non-cat loss and ALAE	57.9			64.0			83.5			54.4			23.2			10.3			293.3
Total non-cat loss and ALAE	53.2			48.8			71.7			33.5			20.2			7.1			234.5
Total Loss and ALAE	53.5			56.7			79.9			33.5			22.6			7.1			253.3
ULAE	5.7			5.7			6.3			6.9			1.8			0.7			27.1
Total Loss and LAE	59.2			62.4			86.2			40.4			24.4			7.8			280.4
Underwriting expenses	43.9			47.2			59.8			27.2			22.7			7.6			208.4
Net underwriting (loss) gain	$	(11.8)		$	9.6		$	(11.7)		$	10.6		$	1.4		$	1.7		$	(0.2)

Cat loss and ALAE ratio	0.4		%	6.6		%	6.1		%	—		%	4.9		%	—		%	3.9		%
Non-cat loss and ALAE ratio
Prior accident years non-cat loss and ALAE ratio	(5.1)		%	(12.8)		%	(8.8)		%	(26.8)		%	(6.0)		%	(18.8)		%	(12.0)		%
Current accident year non-cat loss and ALAE ratio	63.3		%	53.8		%	62.2		%	69.7		%	47.8		%	60.1		%	60.0		%
Total non-cat loss and ALAE ratio	58.2		%	41.0		%	53.4		%	42.9		%	41.8		%	41.3		%	48.0		%
Total Loss and ALAE ratio	58.6		%	47.6		%	59.5		%	42.9		%	46.7		%	41.3		%	51.9		%
ULAE ratio	6.2		%	4.8		%	4.7		%	8.8		%	3.7		%	4.1		%	5.5		%
Total Loss and LAE ratio	64.8		%	52.4		%	64.2		%	51.7		%	50.4		%	45.4		%	57.4		%
Expense ratio	40.1		%	38.6		%	40.1		%	35.5		%	45.4		%	40.9		%	39.6		%
Combined ratio	104.9		%	91.0		%	104.3		%	87.2		%	95.8		%	86.3		%	97.0		%

Commercial auto has been written on State Auto Connect since 2018, and in January 2019, we finished the rollout of State Auto Connect for small commercial package. Our farm and ranch product launched on State Auto Connect during the first quarter of 2020 and is now live in 27 states. Eight of the 27 states are states that we previously were not writing policies for farm & ranch products. The rollout of the State Auto Connect platform in farm & ranch's remaining states will continue throughout 2021. Our middle market commercial product launched on State Auto Connect in March 2020 and is currently live in 16 states, with subsequent state rollouts scheduled throughout 2021. Finally, our workers' compensation product launched on State Auto Connect in the fourth quarter of 2020 and is currently live in eight states with subsequent state rollouts scheduled throughout 2021.

The commercial insurance segment's net written premiums for the year ended December 31, 2020 increased 12.7% compared to 2019 (Tables 3 - 4), primarily driven by (i) new business growth and rate increases in commercial auto, (ii) new business growth in farm & ranch, and (iii) rate increases in middle market commercial. The 2020 increase was partially offset by a decrease in net written premiums in workers’ compensation due to (i) a decline in new business as a result of COVID-19, (ii) a strategic decision to not renew and no longer write nursing home policies, and (iii) continued intense competition in this market.

The commercial insurance segment's SAP catastrophe loss and ALAE ratio for the year ended December 31, 2020 increased 9.5 points compared to 2019 (Tables 3 - 4), with most of the catastrophe losses impacting middle market commercial, small commercial package, and farm & ranch. The 2020 cat loss and ALAE ratio was impacted (i) an increase in the severity of weather events when compared to 2019, (ii) a severe wind and hail storm, including tornadoes, in Tennessee, which contributed 4.4 points to the cat loss and ALAE ratio, of which 2.7 points were from three large losses in Nashville, (iii) the Midwest

derecho in August which contributed 1.4 points to the cat loss and ALAE ratio, and (iv) property losses resulting from the civil unrest which added 1.1 points to the cat loss and LAE ratio.

The commercial insurance segment's SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 5.3 points compared to 2019. (Tables 3 - 4).

The commercial auto SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 2.9 points when compared to 2019 (Tables 3 - 4), driven by improvement in the current accident year. The 2020 current accident year was impacted by lower claims frequency, attributable to (i) fewer miles driven due to people working remotely and staying at home more because of COVID-19 concerns, and (ii) reduced business activity due to the impact of COVID-19 concerns. Partially offsetting the 2020 improvement was less favorable development of prior accident year losses when compared to 2019. The 2019 prior accident year favorable development was primarily attributable to lower than anticipated severity from the 2017 accident year.

The small commercial package SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 7.0 points compared to 2019 (Tables 3 - 4), primarily due to greater favorable development of prior accident year losses, driven by lower than expected bodily injury severity from multiple accident years when compared to 2019. The 2020 current accident year ratio was impacted by (i) a decline in claim frequency as a result of reduced business activity caused by COVID-19, and (ii) increased severity of property losses, primarily related to fire. The 2020 current accident year was also impacted by increased legal defense costs from claims related to COVID-19, which added 2.0 points to the non-cat loss ratio. 2019 favorable development of prior accident year losses was attributable to lower than expected bodily injury severity from multiple accident years.

The middle market commercial SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 7.3 points when compared to 2019 (Tables 3 - 4), primarily due to improvement in the current accident year, driven by a decline in claim frequency as a result of reduced business activity caused by the impact of COVID-19, partially offset by increased legal defense costs from claims related to COVID-19, which added 0.6 points to the non-cat loss and ALAE ratio. Greater favorable development of prior accident year losses, driven by lower than expected bodily injury severity from multiple accident years, also contributed to the improvement when compared to 2019. The 2019 non-cat loss and ALAE ratio was impacted by favorable development of prior accident year losses due to lower than expected bodily injury claim severity from multiple accident years. Also impacting 2019 were large fire losses in the 2019 current accident year, including a single large loss that added 2.0 points to the loss ratio.

The workers' compensation SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 increased 0.5 points when compared to 2019. The 2020 current accident year was impacted by increased claims for businesses in the medical field (e.g. nursing homes, hospitals) due to the COVID-19 pandemic, which added 10.0 points to the non-cat loss ratio, which were partially offset by a decline in claim frequency due to reduced business and employment activity in response to the COVID-19 pandemic. The 2020 current accident year ratio was also impacted by a large loss in the third quarter that added 2.5 points to the non-cat loss ratio. Partially offsetting the increase in the non-cat loss ratio was greater favorable development of prior accident year losses primarily due to lower than anticipated severity across multiple accident years. The 2019 non-cat loss and ALAE ratio was impacted by favorable development of prior accident year losses primarily due to lower than anticipated severity from multiple accident years. The 2019 current accident year reflected (i) elevated claim frequency and severity, and (ii) a single large loss that added 3.5 points to the loss ratio.

The farm & ranch SAP non-catastrophe loss and ALAE ratio for the year ended December 31, 2020 improved 0.6 points when compared to 2019. The improvement in the 2020 non-cat loss ratio was primarily due to lower claim frequency in the current accident year.

Loss and LAE Development

Losses and loss expenses for a calendar year represent the combined estimated ultimate liability for claims occurring in the current calendar year along with any change in the estimated ultimate liability for claims occurring in prior years. The following table sets forth the provision for losses and loss expenses for those claims occurring in the current and prior years, along with the GAAP loss and LAE ratio for the years ended December 31, 2020 and 2019:


($ millions)	2020		% GAAP Loss and LAE Ratio		2019		% GAAP Loss and LAE Ratio
Provision for losses and loss expenses occurring:
Current year	$	1,008.2	73.0	%	$	913.5	73.1	%
Prior years	(35.6)		(2.6)	%	(68.7)		(5.5)	%
Total losses and loss expenses	$	972.6	70.4	%	$	844.8	67.6	%

The following table sets forth a tabular presentation of the development of the ultimate liability of prior accident years by line of business for the years ended December 31, 2020 and 2019:


($ millions)	2020		2019
	(Favorable)/Adverse
Non-cat loss and ALAE:
Personal Insurance Segment:
Personal Auto	$	20.3	$	(10.7)
Homeowners	3.5		0.3
Other Personal	(2.1)		(2.1)
Total Personal Insurance Segment	21.7		(12.5)
Commercial Insurance Segment:
Commercial Auto	(1.6)		(4.7)
Small Commercial Package	(23.0)		(15.2)
Middle Market Commercial	(16.7)		(11.8)
Workers' Compensation	(24.9)		(20.9)
Farm & Ranch	(2.2)		(3.0)
Other Commercial	(10.0)		(3.2)
Total Commercial Insurance Segment	(78.4)		(58.8)
Specialty run-off	5.2		(1.1)
Total non-cat loss and ALAE	(51.5)		(72.4)
Cat loss and ALAE:
Personal Insurance Segment	(1.1)		(4.2)
Commercial Insurance Segment	1.9		(0.8)
Specialty run-off	12.6		10.7
Total cat loss and ALAE	13.4		5.7
ULAE	2.5		(2.0)
Total	$	(35.6)	$	(68.7)

For further information, see the discussion below and the "Personal Insurance Segment" and "Commercial Insurance Segment" sections of “Results of Operations – Insurance Segments” included in this Item 7.

The following table sets forth a tabular presentation of the development of the ultimate liability by accident year for the year ended December 31, 2020:


($ millions) Accident Year	2020
	(Favorable)/Adverse
2010 and prior	$	(2.7)
2011	(0.5)
2012	(2.5)
2013	(3.8)
2014	(2.8)
2015	(4.6)
2016	(2.9)
2017	(1.1)
2018	(12.1)
2019	(2.6)
Total	$	(35.6)

While emergence by accident year includes normal fluctuations due to the uncertainty associated with loss reserve development and claim settlement, the more notable items contributing to 2020 development were as follows:

•The commercial insurance segment non-catastrophe loss and ALAE reserves contributed $78.4 million of favorable development, driven by workers’ compensation, small commercial package, and middle market commercial which contributed $24.9 million, $23.0 million, and $16.7 million, respectively. Favorable development in these lines was driven by lower than anticipated severity emerging from multiple accident years.

•The personal insurance segment non-catastrophe loss and ALAE reserves contributed $21.7 million of adverse development, primarily from accident year 2019. Personal auto contributed $20.3 million of adverse development primarily driven by higher than expected severity for bodily injury claims from multiple accident years.

•Catastrophe reserves in specialty run-off contributed $12.6 million of adverse development primarily from Hurricane Irma.

•ULAE was $2.5 million higher than anticipated in the reserves at December 31, 2019.

The following table sets forth a tabular presentation of the development of the ultimate liability by accident year for the year ended December 31, 2019:


($ millions) Accident Year	2019
	(Favorable)/Adverse
2009 and prior	$	(2.6)
2010	(1.9)
2011	(1.6)
2012	(2.0)
2013	(3.5)
2014	(4.6)
2015	(10.8)
2016	(5.9)
2017	(11.9)
2018	(23.9)
Total	$	(68.7)

•The commercial insurance segment non-catastrophe loss and ALAE reserves contributed $58.8 million of favorable development, driven by workers’ compensation, small commercial package, and middle market commercial which contributed $20.9 million, $15.2 million, and $11.8 million, respectively. Favorable development in these lines was driven by lower than anticipated severity emerging from multiple accident years.

•The personal insurance segment non-catastrophe loss and ALAE reserves contributed $12.5 million of the favorable development, driven by personal auto which contributed $10.7 million of favorable development, primarily due to lower than anticipated bodily injury severity.

•Catastrophe reserves in specialty run-off contributed $10.7 million of adverse development primarily from Hurricanes Irma and Harvey. Partially offsetting the adverse development in specialty run-off was $5.0 million of favorable development in the personal and commercial insurance segments.

•ULAE was $2.0 million lower than anticipated in the reserves at December 31, 2018.

The following table sets forth loss and loss expenses payable by major line of business at 2020 and 2019:


($ millions)	2020		2019		$ Change
Personal Insurance Segment:
Personal auto	$	174.4	$	162.9	$	11.5
Homeowners	90.4		69.2		21.2
Other Personal	15.8		15.1		0.7
Total Personal Insurance Segment	280.6		247.2		33.4
Commercial Insurance Segment:
Commercial Auto	93.8		76.7		17.1
Small Commercial Package	95.9		110.5		(14.6)
Middle Market Commercial	162.2		152.8		9.4
Workers’ Compensation	176.4		187.8		(11.4)
Farm & Ranch	18.3		13.3		5.0
Other Commercial	25.6		30.9		(5.3)
Total Commercial Insurance Segment	572.2		572.0		0.2
Specialty run-off:
E&S Property	24.3		27.8		(3.5)
E&S Casualty	112.2		145.9		(33.7)
Programs	36.8		60.0		(23.2)
Total Specialty run-off	173.3		233.7		(60.4)
Total losses and loss expenses payable net of reinsurance recoverable on losses and loss expenses payable	$	1,026.1	$	1,052.9	$	(26.8)

The loss and loss expenses payable at December 31, 2020 decreased $26.8 million from the loss and loss expenses payable at December 31, 2019, due to the run-off of specialty business partially offset by (i) a higher level of catastrophe losses in the commercial and personal insurance segments discussed above, (ii) growth in the homeowners and commercial auto lines, and (iii) adverse development of prior accident years for personal auto driven by higher than expected severity for bodily injury claims.

We conduct quarterly reviews of loss development reports and make judgments in determining the reserves for ultimate losses and loss expenses payable. Several factors are considered by us when estimating ultimate liabilities, including consistency in relative case reserve adequacy, consistency in claims settlement practices, recent legal developments, historical data, actuarial projections, exposure changes, anticipated inflation, current business conditions, catastrophe developments, late reported claims and other reasonableness tests.

The risks and uncertainties inherent in our estimates include, but are not limited to, actual settlement experience different from historical data trends, changes in business and economic conditions, court decisions creating unanticipated liabilities, ongoing interpretation of policy provisions by the courts, inconsistent decisions in lawsuits regarding coverage and additional information discovered before settlement of claims. Our results of operations and financial condition would be impacted, perhaps significantly, in the future if the ultimate payments required to settle claims vary from the liability currently recorded. For a discussion of our reserving methodologies, see “Critical Accounting Policies – Losses and Loss Expenses Payable” included in this Item 7.

Acquisition and Operating Expenses

Our GAAP acquisition and operating expenses were $481.4 million in 2020 compared to $440.7 million in 2019. The increase in acquisition and operating expenses was driven by (i) amortization of deferred acquisition costs due to growth, (ii) IT expenses, including electronic data processing equipment and software cost amortization and IT consulting, and (iii) variable agent compensation. The shift to State Auto Connect and our digital journey over the last five years continue to drive the increases in IT expenses. Partially offsetting this increase in acquisition and operating expenses was a decrease in estimated variable associate compensation when compared to 2019.

Investment Operations Segment

Our investment portfolio and the investment portfolios of other members of the State Auto Group are managed by our subsidiary, Stateco. Stateco utilizes its own personnel to invest in fixed maturities, U.S. large-cap equities, U.S. small-cap equity funds, international equity funds, and exchange traded funds ("ETF"). In addition, Stateco uses an outside investment manager who invests in international funds and one outside manager who invests in fixed maturities. The Investment and Finance Committee (the “Committee”) of our Board of Directors establishes the investment policies to be followed by Stateco. Our primary investment objectives are to maintain adequate liquidity and capital to meet our responsibilities to policyholders, grow long term economic surplus to increase our capital position, maintain a consistent level of income to support operations and manage investment risk. Our current investment strategy does not rely on the use of derivative financial instruments.

Our decision to make a specific investment is influenced primarily by the following factors: (a) investment risks; (b) general market conditions; (c) relative valuations of investment vehicles; (d) general market interest rates; (e) our liquidity requirements at any given time; and (f) our current federal income tax position and relative spread between after tax yields on tax exempt and taxable fixed maturity investments.

We have investment policy guidelines with respect to purchasing fixed maturity investments for our insurance subsidiaries which preclude purchases of bonds that are rated below investment grade by a recognized rating service. Our fixed maturity portfolio is composed of high quality, investment grade issues, comprised mostly of debt issues rated A, or higher. We obtain investment ratings from nationally recognized ratings agencies. If there is a split rating, we assign the lowest rating obtained.

Our internally managed equity portfolio invests in U.S. large-cap companies across many different industries, selected based upon their potential for appreciation. This diversification across companies and industries reduces volatility in the value of the large-cap equity portfolio. Our investment policy guidelines limit the purchase of a specific stock to no more than 5.0% of the market value of the stock at the time of purchase, and no individual company’s equity holding should exceed 5.0% of the total equity portfolio. In addition, we also invest in dividend-paying exchange traded funds and mutual funds which add to the diversification of the portfolio by allowing us to invest in a large number of companies via one security.

Our externally managed equity portfolio invests in international funds. External managers are permitted to manage the portfolios according to their own respective portfolio objectives. In selecting our outside investment managers we confirm that their portfolio objectives, including risk tolerance, are acceptable to us; however, there may be slight differences in their objectives when compared to how we manage our large-cap equity holdings.

At December 31, 2020, our investments in fixed maturities, equity securities and certain other invested assets were carried at fair value. The unrealized holding gains or losses of our available-for-sale fixed maturities, net of applicable deferred taxes, are included as a separate component of stockholders’ equity as accumulated other comprehensive income and as such are not included in the determination of net income. Changes in the fair value of equity securities and other invested assets are reported in "net investment gain (loss)" in the condensed consolidated statements of income.

Composition of Investment Portfolio

The following table sets forth the composition of our investment portfolio at carrying value at December 31, 2020 and 2019:


($ millions)	2020		% of Total		2019		% of Total
Cash and cash equivalents	$	90.7	3.2	%	$	78.0	2.8	%
Fixed maturities, at fair value:
Fixed maturities	2,121.0		73.9	%	1,992.8		72.6	%
Treasury inflation-protected securities	116.2		4.0	%	135.6		4.9	%
Total fixed maturities	2,237.2		77.9	%	2,128.4		77.5	%
Notes receivable from affiliate (1)	70.0		2.4	%	70.0		2.5	%
Equity securities:
Large-cap securities	134.2		4.7	%	104.4		3.8	%

Mutual and exchange traded funds	255.5		8.9	%	290.8		10.6	%
Total equity securities	389.7		13.6	%	395.2		14.4	%
Other invested assets:
International instruments	55.8		2.0	%	56.4		2.1	%
Other invested assets	15.3		0.5	%	13.3		0.5	%
Total other invested assets	71.1		2.5	%	69.7		2.6	%
Other invested assets, at cost	12.1		0.4	%	6.5		0.2	%
Total portfolio	$	2,870.8	100.0	%	$	2,747.8	100.0	%

(1) In May 2019, we refinanced our two credit agreements with State Auto Mutual. Under these credit agreements, State Auto Mutual borrowed $70.0 million from us on an unsecured basis at an interest rate of 4.05%, with principal payable in May 2029.

The following table sets forth the amortized cost and fair value of available-for-sale fixed maturities by contractual maturity at December 31, 2020:


($ millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	140.5	$	141.6
Due after 1 year through 5 years	510.3		540.4
Due after 5 years through 10 years	161.6		172.6
Due after 10 years	665.3		721.9
U.S. government agencies residential mortgage-backed securities	639.3		660.7
Total	$	2,117.0	$	2,237.2

Expected maturities may differ from contractual maturities as issuers may have the right to call or prepay the obligations with or without call or prepayment penalties.

At December 31, 2020, our equity portfolio consisted of approximately 37 different large-cap stocks and 14 mutual and exchange traded funds. The largest single fund holding was 17.7% of the equity portfolio based on fair value and the top ten positions accounted for 65.8% of the equity portfolio. At December 31, 2019, our equity portfolio consisted of approximately 38 different large-cap stocks and 17 mutual and exchange traded funds. The largest single fund holding was 18.7% of the equity portfolio based on fair value and the top ten positions accounted for 68.6% of the equity portfolio.

Market Risk

Our primary market risk exposures are to changes in market prices for equity securities and changes in interest rates and credit ratings for fixed maturity securities. Our fixed maturity securities are subject to interest rate risk whereby the value of the securities varies as market interest rates change. We manage this risk by closely monitoring the duration of the fixed maturity portfolio. The duration of the fixed maturity portfolio was approximately 4.72 and 4.17 as of December 31, 2020 and 2019, respectively. The following table sets forth our interest rate risk and the effects of a parallel change in interest rates on the fair value of the available-for-sale fixed maturity portfolio at December 31, 2020:


($ millions)	Fair Value
	-200 bps Change		-100 bps Change		Actual		+100 bps Change		+200 bps Change
Fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	598.1	$	577.9	$	551.7	$	517.3	$	483.1
Obligations of states and political subdivisions	575.5		564.9		541.5		515.2		488.9
Corporate securities	501.1		496.5		483.3		467.2		451.0
U.S. government agencies mortgage-backed securities	704.4		688.0		660.7		632.6		604.5
Balance as of December 31, 2020	$	2,379.1	$	2,327.3	$	2,237.2	$	2,132.3	$	2,027.5

This table summarizes only the effects that a parallel change in interest rates could have on the fixed maturity portfolio. Changes in rates would also change the value of our liabilities and possibly other financial assets. We caution the reader that this analysis does not take into account nonparallel changes in interest rates. It is likely that some rates would increase or decrease more than others depending upon market conditions at the time of the change. This nonparallel change would alter the value of the fixed maturity portfolio. The analysis is also limited in that it does not take into account any actions that might be taken by us in response to these changes. As a result, the actual impact of a change in interest rates and the resulting fixed maturity values may differ significantly from what is shown in the table.

We believe that the fixed maturity portfolio’s exposure to credit risk is minimal as approximately 86.7% of the bonds we own are rated A or better. We do not intend to change our investment policy or the quality of our fixed maturity investments. The fixed maturity portfolio is managed in a laddered-maturity style and considers business mix and liability payout patterns to ensure adequate cash flow to meet claims as they are presented. We also manage liquidity risk by maintaining sufficient cash balances, owning some agency and U.S. Treasury securities at all times, purchasing bonds of major issuers, and purchasing bonds that are part of a medium or large issue. The fixed maturity portfolio does not have any direct exposure to either exchange rate risk or commodity risk. We do not rely on the use of derivative financial instruments. We categorize our fixed maturities as available-for-sale in order to provide us greater flexibility in managing our portfolio. We do not maintain a trading portfolio.

There are no mortgage backed securities in our fixed maturity portfolio which may be labeled sub-prime mortgage backed securities. We invest only in mortgage backed securities issued by a federal agency or that are U.S. Government guaranteed. Specifically, at December 31, 2020, approximately $660.7 million, or 29.5%, of our fixed maturity available-for-sale investment portfolio was in either GNMA pools, which are guaranteed by the full faith and credit of the U.S. Government, or FNMA or Freddie Mac pools.

The following table sets forth the credit ratings of our municipal securities based on ratings by nationally recognized rating agencies at December 31, 2020:


($ millions)
Rating		Total fair value		%
AAA		$	45.7	8.4
AA*		403.2		74.5
A		76.7		14.2
BBB		15.9		2.9
Total		$	541.5	100.0

*	Our AA rating category includes securities that have been either pre-funded or escrowed to maturity.

We believe our Muni Portfolio is well diversified by issuer and state. We have 22.3% invested in securities which have been either pre-refunded or escrowed to maturity bonds. No single issuer comprises more than 8.0% of our Muni Portfolio. For the bonds that are not in the pre-refunded category, no more than 15% is concentrated in any one state. We believe our Muni Portfolio is invested within the strongest sectors of the municipal bond market. Revenue bonds represent 69.9% of our Muni Portfolio and state and local government general obligation bonds make up 24.0% of our Muni Portfolio. Our credit research is an important part of our investment management process, and we continually monitor all holdings for any signs of deterioration. We believe that our municipal holdings will maintain their high credit quality and that the issuers will be able to make all principal and interest payments as they come due.

At December 31, 2020, our large-cap equity portfolio had a weighted beta of 1.02 using the S&P 500 Index as the benchmark. At December 31, 2020, our mutual and exchange traded funds portfolio had a weighted beta of 1.00 using the S&P 500 Index and the CRSP US Small Cap Index as benchmarks. Beta estimates the degree the portfolio’s price will fluctuate based on a given movement in the market index. The following tables set forth what changes might occur in the value of the large-cap equity portfolio and the mutual fund and ETF portfolio given a change in the respective index at December 31, 2020:


Large-cap equity portfolio:
Fair value ($ millions)	$	161.6		$	147.9		$	134.2		$	120.5		$	106.8
Change in S&P 500 Index	+20%			+10%			—			-10		%	-20		%
Value as % of original value	120		%	110		%	100		%	90		%	80		%


Mutual fund and ETF portfolio:
Fair value ($ millions)	$	306.6		$	281.1		$	255.5		$	230.0		$	204.4
Change in Index	+20%			+10%			—			-10		%	-20		%
Value as % of original value	120		%	110		%	100		%	90		%	80		%

The above analysis is limited in that it does not take into account any actions that might be taken by us in response to these changes. As a result, the actual impact of a change in equity market prices and the resulting equity values may differ significantly from what is shown in the table. By investing in mostly large-cap issues we hope to limit liquidity risk in the equity portfolio. The U.S. large-cap equity portfolio does not have any direct exposure to exchange rate risk since we do not directly hold any foreign stocks. We constantly monitor the equity portfolio holdings for any credit risk issues that may arise. We do not invest in any commodity futures or commodity oriented mutual funds.

At December 31, 2020, we had one international fund, which was included in other invested assets. The international fund had a beta of 0.74 using the MSCI EAFE Index as a benchmark. The following table sets forth what changes might occur in the value of Funds 1 given a change in the MSCI EAFE Index at December 31, 2020:


International fund:
Fair value ($ millions)	$	64.1		$	60.0		$	55.8		$	51.7		$	47.6
Change in MSCI EAFE Index	+20%			+10%			—			-10		%	-20		%
Value as % of original value	115		%	108		%	100		%	93		%	85		%

The above analysis does not take into account any actions that might be taken by the portfolio managers in response to these changes. As a result, the actual impact of a change in international equity market prices and the resulting international equity value may differ significantly from what is shown in the table above.

Investment Operations Revenue

The following table sets forth the components of net investment income for the years ended December 31, 2020 and 2019:


($ millions)	Year Ended December 31
	2020			2019
Gross investment income:
Fixed maturities	$	59.6		$	62.3
Equity securities	9.3			13.2
Other	4.0			5.5
Total gross investment income	72.9			81.0
Less: Investment expenses	0.8			0.6
Net investment income	$	72.1		$	80.4

Average invested assets (at cost)	$	2,531.5		$	2,635.4
Annualized investment yield	2.8		%	3.0		%
Annualized investment yield, after tax	2.3		%	2.5		%
Net investment income, after tax	$	59.3		$	65.7
Effective tax rate	17.7		%	18.2		%

Our investment operations revenue for the year ended December 31, 2020 decreased when compared to the same 2019 period due to (i) less income from the MLP ETF's, (ii) the lower interest rate on notes payable from State Auto Mutual, and (iii) a lower interest rate environment when compared to the same 2019 periods.

When a fixed maturity has been determined to have an impairment, the impairment charge representing the credit loss is recognized in earnings as a realized loss and on the balance sheet as an allowance for credit losses netted with the amortized cost of fixed maturities. Future increases in fair value, if related to credit factors, are recognized through earnings limited to the amount previously recognized as an allowance for credit losses. The amount related to non-credit factors is recognized in accumulated other comprehensive income and future increases or decreases in fair value, if not credit losses, are included in accumulated other comprehensive (loss) income. We reviewed our available-for-sale fixed maturities at December 31, 2020 and determined that no credit impairment existed in the gross unrealized holding losses. See Note 3, “Investments” to our consolidated financial statements included in Item 8 of this Form 10-K for additional information.

Gross Unrealized Investment Gains and Losses

Based upon our review of our investment portfolio at December 31, 2020, we determined that there were no individual investments with an unrealized holding loss that had a fair value significantly below cost continually for more than one year. The following table sets forth detailed information on our available-for-sale investment portfolio by lot at fair value for our gross unrealized holding gains (losses) at December 31, 2020:


($ millions, except number of positions)	Cost or amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Fair value
Available-for-sale fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	506.5	$	45.2	$	—	$	551.7
Obligations of states and political subdivisions	511.3		30.4		(0.2)		541.5
Corporate securities	459.9		23.4		—		483.3
U.S. government agencies mortgage-backed securities	639.3		22.9		(1.5)		660.7
Total available-for-sale fixed maturities	$	2,117.0	$	121.9	$	(1.7)	$	2,237.2

The following table sets forth our unrealized holding gains by investment type, net of deferred tax that was included as a component of accumulated comprehensive income at December 31, 2020 and 2019, and the change in unrealized holding gains, net of deferred tax, for the year ended December 31, 2020:


($ millions)	2020		2019		$ Change
Available-for-sale investments
Unrealized holding gains (losses):
Fixed maturities	$	120.2	$	48.4	$	71.8
Net deferred federal income tax	(25.3)		(10.2)		(15.1)
Unrealized gains (losses), net of tax	$	94.9	$	38.2	$	56.7

Fair Value Measurements

We primarily use one independent nationally recognized pricing service in developing fair value estimates. We obtain one price per security, and our processes and control procedures are designed to ensure the value is accurately recorded on an unadjusted basis. Through discussions with the pricing service, we gain an understanding of the methodologies used to price the different types of securities, that the data and the valuation methods utilized are appropriate and consistently applied, and that the assumptions are reasonable and representative of fair value. To validate the reasonableness of the valuations obtained from the pricing service, we compare to other fair value pricing information gathered from other independent pricing sources. See Note 4, “Fair Value of Financial Instruments” to our consolidated financial statements included in Item 8 of this Form 10-K for a presentation of our available-for-sale investments within the fair value hierarchy at December 31, 2020.

Other Items

Income Taxes

For the year ended December 31, 2020, the federal income tax expense was $1.3 million compared to $19.7 million for 2019. Our effective tax rate for 2020 was 8.8% compared with 18.7% in 2019. The change in our effective tax rate in 2020 when compared to 2019 was primarily due to the relationship of taxable to non-taxable income. Taxable income was lower in 2020 due to (i) less recognized gains on equity securities in 2020 compared 2019, and (ii) an increase in the underwriting loss in 2020 when compared to 2019. Non-taxable income, which is primarily tax exempt interest and a portion of our dividend income, remained comparable.

We have foreign tax credit carryforwards of $0.3 million which will expire in 2021. We believe it is more likely than not that the benefit from these foreign tax credit carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $0.3 million on the deferred tax assets related to these foreign tax credit carryforwards.

See Note 11, “Federal Income Taxes” to our consolidated financial statements included in Item 8 of this Form 10-K for a reconciliation between our actual federal income tax expense (benefit) and the amount computed at the indicated statutory rate for the years ended December 31, 2020 and 2019.

LIQUIDITY AND CAPITAL RESOURCES

General

Liquidity refers to our ability to generate adequate amounts of cash to meet our short and long-term needs. Our primary sources of cash are premiums, investment income, investment sales and the maturity of fixed income security investments. The significant outflows of cash are payments of claims, commissions, premium taxes, operating expenses, income taxes, dividends, interest and principal payments on debt and investment purchases. The cash outflows may vary due to uncertainties regarding settlement of large losses or catastrophe events. As a result, we continually monitor our investment and reinsurance programs to ensure they are appropriately structured to enable the insurance subsidiaries to meet anticipated short and long-term cash requirements without the need to sell investments to meet fluctuations in claim payments.

Liquidity

Our insurance subsidiaries must have adequate liquidity to ensure that their cash obligations are met. However, as discussed below, the STFC Pooled Companies do not have the day-to-day liquidity concerns normally associated with an insurance company due to their participation in, and the terms of, the Pooling Arrangement. In addition, State Auto P&C’s $100.0 million open line of credit with the Federal Home Loan Bank of Cincinnati (the “FHLB”) is available for general corporate purposes, which includes funding for any of our liquidity needs. See “Liquidity and Capital Resources – Borrowing Arrangements" included in this Item 7.

Under the terms of the Pooling Arrangement, each period State Auto Mutual collects all premiums from policyholders and pays all losses and expenses associated with the insurance business produced by the STFC Pooled Companies and the other pool participants, and then it settles the intercompany balances generated by these transactions with the pool participants within 60 days following each quarter end. We believe this provides State Auto Mutual with sufficient liquidity to pay losses and expenses of our insurance operations on a timely basis.

We are exposed to third-party credit risk both directly through its cessions to reinsurers and indirectly through its participation in the Pooling Arrangement. In addition to exposure to credit risk on reinsurance recoverables, we are also exposed to credit risk on amounts due from insureds and agents. When settling the intercompany balances, State Auto Mutual provides the STFC Pooled Companies with full credit for the net premiums written and net losses paid during the quarter.

While the total amount due to State Auto Mutual from policyholders and agents is significant, the individual amounts due are relatively small at the policyholder and agency level. The State Auto Group mitigates its exposure to this credit risk through its in-house collections unit for both personal and commercial accounts which is supplemented by third party collection service providers. In addition to reliance upon recent and historical collection trends, determination of the allowance for uncollectible premiums receivable at December 31, 2020 included consideration of other factors, including macro-economic conditions and trends, in particular the estimated impact of COVID-19. Credit risk is partially mitigated by the State Auto Group's ability to cancel the policy if the policyholder does not pay the premium. Pursuant to the Pooling Arrangement, bad debt expense for uncollectible premiums for the pool is allocated to pool members on the basis of pool participation and is included in the quarterly settlement of intercompany balances. This is included in "other expenses" on the consolidated statements of income and reflected in “due to/from affiliates” on our consolidated balance sheets.

We generally manage our cash flows through current operational activity and maturing investments, without a need to liquidate any of our other investments. However, should our written premiums decline or paid losses increase significantly, or a combination thereof, our cash flows from operations could be impacted requiring us to liquidate investments. This action was not necessary in 2020 or 2019.

We maintain a portion of our investment portfolio in relatively short-term and highly liquid investments to ensure the immediate availability of funds to pay claims and expenses. At December 31, 2020 and 2019, we had $90.7 million and $78.0 million, respectively, in cash and cash equivalents, and $2,698.0 million and $2,593.3 million, respectively, of total investments. Our available-for-sale fixed maturities included $9.7 million and $9.3 million, respectively, of securities on deposit with insurance regulators, as required by law, at December 31, 2020 and 2019. In addition, substantially all of our fixed maturity and equity securities are traded on public markets. For a further discussion regarding investments, see “Results of Operations – Investments Operations Segment” included in this Item 7.

Cash provided by operating activities was $49.0 million and cash used in operating activities was $43.9 million in 2020 and 2019, respectively. Net cash from operations will vary from period to period if there are significant changes in underwriting results, primarily the level of premiums written or loss and loss expenses paid, and in cash flows from investment income.

Cash used in investing activities was $21.8 million and cash provided by investing activities was $74.1 million in 2020 and 2019, respectively. The change from 2020 compared to 2019 was primarily driven by increases in the purchases of fixed maturities.

Cash used in financing activities was $14.5 million and $12.0 million in 2020 and 2019, respectively. The change was primarily driven by a decrease in stock option exercises in 2020 when compared to 2019.

Borrowing Arrangements

FHLB Line of Credit

State Auto P&C has an Open Line of Credit Commitment (the "OLC") with the FHLB that provides State Auto P&C with a $100.0 million one-year open line of credit available for general corporate purposes. The OLC matures in April 2021. Draws under the OLC are to be funded with a daily variable rate advance with a term of no more than 180 days with interest payable monthly. All advances under the OLC are fully secured by a pledge of specific investment securities of State Auto P&C. As of December 31, 2020, no advances had been made under the OLC.

FHLB Loans

On September 2, 2020, State Auto P&C retired its five-year term loan with the FHLB in the amount of $21.5 million and maturing on September 2, 2021 and replaced it with a new ten-year term loan with the FHLB in the amount of $21.5 million (the “2020 FHLB Loan”). The 2020 FHLB Loan is at a fixed rate of interest of 1.37%, provides for interest-only payments during its term, with principal due in full at maturity, and may be prepaid without penalty after five years and each of the

succeeding six months thereafter. The 2020 FHLB Loan is fully secured by a pledge of specific investment securities of State Auto P&C.

State Auto P&C also has an outstanding term loan with the FHLB in the principal amount of $85.0 million (the "2018 FHLB Loan"). The 2018 FHLB Loan matures in May 2033 and provides for interest-only payments during its term, with principal due in full at maturity. The interest rate is fixed over the term of the loan at 3.96%. Prepayment of the 2018 FHLB Loan would require a prepayment fee. The 2018 FHLB Loan is fully secured by a pledge of specific investment securities of State Auto P&C.

Subordinated Debentures

State Auto Financial’s Delaware business trust subsidiary (the “Capital Trust”) has outstanding $15.0 million liquidation amount of capital securities, due 2033. In connection with the Capital Trust’s issuance of the capital securities and the related purchase by State Auto Financial of all of the Capital Trust’s common securities (liquidation amount of $0.5 million), State Auto Financial has issued to the Capital Trust $15.5 million aggregate principal amount of unsecured Floating Rate Junior Subordinated Debt Securities due 2033 (the “Subordinated Debentures”). The sole assets of the Capital Trust are the Subordinated Debentures and any interest accrued thereon. Interest on the Capital Trust’s capital and common securities is payable quarterly at a rate equal to the three-month LIBOR rate plus 4.20%, adjusted quarterly. The applicable interest rates for December 31, 2020 and 2019 were 4.43% and 6.11%, respectively.

Notes Payable Summary

The following table sets forth our notes payable at December 31, 2020:


($ millions)	Carrying Value		Fair Value		Interest Rate
FHLB loan due 2030: issued $21.5 million , September 2020 with fixed interest	21.5		21.6		1.37	%
FHLB loan due 2033: issued $85.0 million, May 2018 with fixed interest	85.3		107.1		3.96	%
Subordinated Debentures due 2033: issued $15.5 million, May 2003 with variable interest adjusting quarterly	$	15.3	$	15.3	4.43	%
Total notes payable	$	122.1	$	144.0

Related to our notes payable, our primary market risk exposure is to the change in interest rates and our credit rating. For a discussion regarding our credit ratings see “Liquidity and Capital Resources – Credit and Financial Strength Ratings” included in this Item 7. Based upon the notes payable carrying value at December 31, 2020, we had $15.3 million notes payable with variable interest and $85.3 million and $21.5 million of notes payable with interest fixed at 3.96% and 1.37%, respectively, which equated to approximately 12.5% variable interest debt and 87.5% fixed interest debt. Our decision to obtain fixed versus variable interest rate debt is influenced primarily by the following factors: (a) current market interest rates; (b) anticipated future market interest rates; (c) availability of fixed versus variable interest instruments; and (d) our currently existing notes payable fixed and variable interest rate position. See our contractual obligations table included in “Liquidity and Capital Resources –Contractual Obligations” included in this Item 7.

Reinsurance Arrangements

To minimize the risk of reinsurer default, the State Auto Group cedes only to third-party reinsurers who are rated A- or better by A.M. Best or Standard & Poor’s and also utilizes both domestic and international markets to diversify its credit risk. We utilize reinsurance to limit our loss exposure and contribute to our liquidity and capital resources.

Other Reinsurance Arrangements

Each member of the State Auto Group is party to working reinsurance treaties for casualty, workers’ compensation and property lines with several reinsurers arranged through reinsurance intermediaries. These agreements are described in more detail below. We have also secured other reinsurance to limit the net cost of large loss events for certain types of coverage. The State Auto Group also makes use of facultative reinsurance for unique risk situations. The State Auto Group also participates in state insurance pools and associations. In general, these pools and associations are state sponsored and/or operated, impose mandatory participation by insurers doing business in that state, and offer coverage for hard-to-place risks at rates established by the state sponsor or operator, thereby transferring risk of loss to the participating insurers in exchange for premiums which may not be commensurate with the risk assumed.

Adverse Development Cover

The State Auto Group has an adverse development reinsurance agreement implemented at the end of 2014, providing $40.0 million of coverage for adverse claims development in excess of carried reserves as of November 30, 2014 for the terminated restaurant program business previously underwritten by a MGU-subsidiary of State Auto Mutual.

Property Catastrophe Treaty

Members of the State Auto Group maintain a property catastrophe excess of loss reinsurance agreement, covering property catastrophe related events affecting at least two risks. This property catastrophe reinsurance agreement renewed as of July 1, 2020. Under this reinsurance agreement, we retain the first $90.0 million of catastrophe loss, each occurrence, with a 5.0% co-participation on the next $180.0 million of covered loss, each occurrence which is broken down into two layers of $70.0 million and $110.0 million. The reinsurers are responsible for 95.0% of the catastrophe losses excess of $90.0 million up to $270.0 million, each occurrence. The State Auto Group is responsible for catastrophe losses above $270.0 million. There is also an automatic reinstatement of the limit, for 100% of the deposit premium.

Property Per Risk Treaty

As of April 1, 2020, the State Auto Group renewed the property per risk excess of loss reinsurance agreement for a 15-month term. Under this reinsurance agreement, the State Auto Group retains the first $4.0 million of covered loss, with a 19.5% co-participation on the next $6.0 million of covered loss and a 14.0% co-participation on covered loss between $10.0 million and $20.0 million. The reinsurers are responsible for 80.5% of the loss excess of the $4.0 million retention up to $10.0 million and 86.0% of the loss excess of $10 million up to $20.0 million.

Casualty and Workers' Compensation Treaties

As of July 1, 2020, the State Auto Group renewed the casualty excess of loss reinsurance agreement. Under this reinsurance agreement, the State Auto Group is responsible for the first $3.0 million of losses that involve workers' compensation, auto liability, other liability and umbrella liability policies. This reinsurance agreement provides coverage up to $10.0 million, except for commercial umbrella policies which are covered for limits up to $15.0 million.

Also, certain unusual claim situations involving extra contractual obligations, excess of policy limits, LAE coverage and multiple policy or coverage loss occurrences arising from bodily injury liability, property damage, uninsured motorist and personal injury protection are covered by a Clash reinsurance agreement that provides for $20.0 million of coverage in excess of $10.0 million retention for each loss occurrence. This Clash reinsurance coverage sits above the $7.0 million excess of $3.0 million arrangement.

In addition, each company in the State Auto Group is party to a workers’ compensation catastrophe insurance agreement that provides additional reinsurance coverage for workers’ compensation losses involving multiple workers. Subject to $10.0 million of retention, reinsurers are responsible for 100.0% of the excess over $10.0 million up to $30.0 million of covered loss. For loss amounts over $30.0 million, the casualty excess of loss reinsurance agreement provides $20.0 million coverage in excess of $30.0 million. Workers’ compensation catastrophe coverage is subject to a “Maximum Any One Life” limitation of $10.0 million. This limitation means that losses associated with each worker may contribute no more than $10.0 million to covered loss under these agreements.

Contractual Obligations

The following table sets forth our significant contractual obligations at December 31, 2020:


($ millions)		Total		Due 1 year or less		Due 1-3 years		Due 3-5 years		Due after 5 years
Direct loss and ALAE reserves(1)		$	1,025.2	$	469.0	$	360.0	$	110.4	$	85.8
Notes payable(2):
FHLB loan due 2033; issued $85.0 million, May 2018 with fixed interest		85.0		—		—		—		85.0
FHLB loan due 2030: issued $21.5 million, September 2020 with fixed interest		21.5		—		—		—		21.5
Subordinated Debentures due 2033: issued $15.5, May 2003 with variable interest(3) adjusting quarterly		15.5		—		—		—		15.5
Total notes payable		122.0		—		—		—		122.0
Interest payable (2):
FHLB loan due 2033; issued $85.0 million, May 2018 with fixed interest		45.4		3.4		6.7		6.7		28.6
FHLB loan due 2030: issued $21.5 million, September 2020 with fixed interest		3.1		0.3		0.6		0.6		1.6
Subordinated Debentures due 2033: issued $15.5, May 2003 with variable interest(3) adjusting quarterly		9.3		0.7		1.4		1.4		5.8
Total interest payable		57.8		4.4		8.7		8.7		36.0
Postretirement benefits		6.2		0.7		1.2		1.2		3.1
Pension funding(4)		63.6		6.4		13.5		13.2		30.5
Total		$	1,274.8	$	480.5	$	383.4	$	133.5	$	277.4

(1)	Gross of the allowance for credit losses on reinsurance recoverables of $0.9 million. We derived expected payment patterns separately for the direct loss and ALAE reserves. Amounts included the STFC Pooled Companies net additional share of transactions assumed from State Auto Mutual through the Pooling Arrangement. Under the current Pooling Arrangement, STFC will recover 35% of these payments. For a reconciliation of management’s best estimate, see “Critical Accounting Policies – Losses and Loss Expenses Payable” included in this Item 7. These patterns were applied to the December 31, 2020, loss and ALAE payable to generate estimated annual incremental loss and ALAE payments for each subsequent calendar year. These amounts are based on historical payment patterns and do not represent actual contractual obligations. The actual payment amounts and the related timing of those payments could differ significantly from these estimates.
(2)	For a discussion of these debt instruments, see “Liquidity and Capital Resources—Borrowing Arrangements” included in this Item 7.
(3)	Interest on the subordinated debentures was calculated using an interest rate equal to the three-month LIBOR rate at December 31, 2020 of 0.2254% plus 4.20%, or 4.4254%.
(4)	These amounts are estimates of ERISA minimum funding levels based on adjustments to prior year assumptions for our defined benefit pension plan and do not represent an estimate of our expected contributions. Funding levels generally are not determined until later in the year with respect to the contribution year. See Note 12, “Pension and Postretirement Benefits Plans” to our consolidated financial statements included in Item 8 of this Form 10-K for a tabular presentation of expected benefit payments from the State Auto Group’s defined benefit pension plan.

The cost of leases and other purchase obligations of State Auto Mutual are allocated to us through the Pooling Arrangement.

Regulatory Considerations

At December 31, 2020 and 2019, each of our insurance subsidiaries was in compliance with statutory requirements relating to capital adequacy.

The NAIC utilizes a collection of analytical tools designed to assist state insurance departments with an integrated approach to screening and analyzing the financial condition of insurance companies operating in their respective states. One such set of analytical tools is 12 key financial ratios that are known in the insurance industry as the “IRIS” ratios. A “defined range” of results for each ratio has been established by the NAIC for solvency monitoring. While management utilizes each of these IRIS ratios in monitoring our insurance companies’ operating performance on a statutory accounting basis (each of our insurance subsidiaries operates within the defined range for the other measures), the net premiums written to surplus or leverage ratio is monitored to ensure that each of our insurance subsidiaries continue to operate within the “defined range” of 3.0 to 1.0. The higher the leverage ratio, the more risk a company bears in relation to statutory surplus available to absorb losses. In considering this range, management also considers the distribution of net premiums between property and liability lines of business. A company with a larger portion of net premiums from liability lines should generally maintain a lower leverage ratio.

The following table sets forth the statutory leverage ratios for our insurance subsidiaries at December 31, 2020 and 2019:


Statutory Leverage Ratios	2020	2019
State Auto P&C	1.6	1.5
Milbank	1.6	1.5
Weighted Average	1.6	1.5

State Auto P&C, Milbank and SA Ohio are subject to regulations and restrictions under which payment of dividends from statutory surplus can be made to State Auto Financial during the year without prior approval of regulatory authorities. Under the insurance regulations of Iowa and Ohio (the states of domicile), the maximum amount of dividends that we may pay out of earned surplus to shareholders within a twelve month period without prior approval of the Department is limited to the greater of 10% of the most recent year-end policyholders’ surplus or net income for the twelve month period ending the 31st day of December of the previous year-end. Pursuant to these rules, $91.0 million is available for payment to State Auto Financial from its insurance subsidiaries in 2021 without prior approval. State Auto Financial received dividends from its insurance subsidiaries in the amount of $15.0 million and $10.0 million in 2020 and 2019.

Our insurance subsidiaries are subject to risk-based capital (“RBC”) requirements that have been adopted by individual states. These requirements subject insurers having statutory capital less than that required by the RBC calculation to varying degrees of regulatory action, depending on the level of capital inadequacy. The RBC formulas specify various weighting factors to be applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of total adjusted capital to authorized control level RBC. Generally, no remedial action is required by an insurance company if its adjusted statutory surplus exceeds 200% of the authorized level RBC. At December 31, 2020, the ratio of total adjusted statutory capital to authorized control level of State Auto Financial’s insurance subsidiaries ranged from 489% to 19,110%.

Credit and Financial Strength Ratings

As of July 16, 2020, the State Auto Group’s financial strength rating from A.M. Best was A- (Excellent) with a stable outlook and its credit rating from A.M. Best was bbb- with a stable outlook.

The financial strength rating is for the State Auto Group and expresses the opinion of the rating agency as to the ability of the State Auto Group to meet its ongoing obligations to policyholders. The A.M. Best financial strength rating influences our ability to write insurance business as agents and policyholders generally prefer higher rated companies. Lower rated companies may be required to compete for agents and policyholders by offering higher commissions or lower premiums and expanded coverage, or a combination thereof.

We believe that these ratings provide a meaningful way for policyholders, agents, creditors, shareholders and others to compare us to our competitors. Our ratings are influenced by many factors, including operating and financial performance, asset quality, liquidity, financial leverage, exposure to catastrophe risks and operating leverage.

Our management considers how its overall strategy and decisions may influence the rating agencies’ evaluation of our credit strength and capital position, which may in turn directly impact the credit and financial strength ratings assigned by those agencies. In its decision-making process with respect to significant transactions, such as reinsurance, financing and investing activities, and acquisitions, management takes into consideration the potential impact these decisions will have on our earnings volatility and capital position.

OTHER

Impact of Inflation

Inflation can have a significant impact on property and casualty insurers because premium rates are established before the amount of losses and loss expenses are known. When establishing rates, we attempt to anticipate increases from inflation subject to the limitations of modeling economic variables. Even when general inflation, as measured by the Consumer Price Index, has been relatively modest, as has been the case over the last several years, price inflation on the goods and services purchased by insurance companies in settling claims can steadily increase. For example, historically medical care costs have risen at a higher rate than general inflation over the last few years. Costs for building materials typically rise significantly following widespread natural catastrophes, such as what the industry experienced in areas affected by Superstorm Sandy in 2012. We continue to adjust our pricing projections to reflect current and anticipated changes in costs in all lines of business.

We consider inflation when estimating liabilities for losses and loss expenses, particularly for claims having a long period between occurrence and final settlement. The liabilities for losses and loss expenses are management’s best estimates of the

ultimate net cost of underlying claims and expenses and are not discounted for the time value of money. In times of high inflation, the normally higher yields on investment income may partially offset potentially higher claims and expenses.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are more fully described in Note 1 of the notes to our consolidated financial statements included in Item 8 of this Form 10-K. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, revenues and expenses for the period then ended and the financial entries in the accompanying notes to the financial statements. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in this Item 7. We have identified the policies and estimates described below as critical to our business operations and the understanding of the results of our operations.

Losses and Loss Expenses Payable

Our loss reserves reflect all unpaid amounts for claims that have been reported, as well as for claims that have not yet been reported. Our loss reserves are not discounted to present value.

Loss reserves are management’s best estimates (“MBE”) at a given point in time of what we expect to pay to settle all claims incurred as of that date based on known facts, circumstances and historical trends. Loss reserves at the individual claim level are established on either a case reserve basis or formula reserve basis depending on the type and circumstances of the loss. The case reserve amounts are determined by claims adjusters based on our reserving practices, which take into account the type of risk, the circumstances surrounding each claim and applicable policy provisions. The formula reserves are based on historical data for similar claims with provision for changes caused by inflation. Case reserves and formula reserves are reviewed on a regular basis, and as new data becomes available, estimates are updated resulting in adjustments to loss reserves. Generally, reported losses initially reserved on a formula basis and not settled after six months are case reserved at that time. The process for calculating the IBNR component of the loss reserve is to develop an estimate of the ultimate losses and allocated loss adjustment expenses incurred, and subtract all amounts already paid or held as case or formula reserves. Note that reference to losses below includes allocated loss adjustment expenses.

Management’s determination of ultimate losses incorporates information and analysis provided by several disciplines within our Company, including accounting, claims, product and actuarial. While all of the information is considered, the actuarial analysis is the primary piece of information used in determining ultimate losses. Our actuarial personnel conduct quarterly reviews of loss development information to assist management in making estimates of ultimate losses. The actuarial analysis provides two key pieces of information, the actuarial central estimate (“ACE”) and a range of reasonable estimates of ultimate losses. Management’s selections have resulted in reported loss reserves exceeding the ACE while being within the range of reasonable estimates as provided by the actuarial analysis. In addition to the actuarial analysis and information provided by other disciplines, management’s assessment in making their determination of ultimate losses considers a number of factors including inflation, legal developments, recent changes in the volume or type of business written, changes in claim handling practices, general economic conditions, and the accuracy of past estimates. While a variety of factors are considered, there is no single method for determining the ultimate losses, and thus, our loss reserves. When unanticipated changes in the various factors do occur, those changes are incorporated in subsequent valuations of our loss reserves.

Our actuarial personnel conduct quarterly reviews to determine the ACE of ultimate losses. The reviews include performing calculations using a number of actuarial methods. The methods most commonly relied upon are discussed below. Determining the ACE of ultimate losses also requires considerable judgment in interpreting historical and statistical information. Metrics such as average claim severity and loss ratio are evaluated to assess the reasonableness of the ultimate losses. In addition, metrics such as outstanding amounts (case plus formula reserves) per claim and the level of claim closure are evaluated to assess the assumptions underlying various reserving methods.

For catastrophe losses, within the first month following an event, there is typically insufficient data available to rely on an actuarial analysis using paid loss and case reserve amounts. In those situations management relies on estimates provided by our claims personnel in determining the ultimate losses. When providing such estimates, claims personnel consider a number of factors specific to a given event, including the type of catastrophe event, the severity of the event, the policies in-force that may be affected by the event, the contract provisions of those policies and their knowledge of prior catastrophes. After the first month following an event, there is more data available on which to base an actuarial projection of unreported loss amounts. This projection is based on an estimate of the number of claims yet to be reported and the average amount of each such claim. The actuarial projections and the claims estimates are considered by management when determining the ultimate losses for an event.

For non-catastrophe losses, actuarial personnel use a number of methods to estimate ultimate losses. Our loss reserves include amounts related to short-tail and long-tail lines of business. “Tail” refers to the time period between the occurrence of a loss and the settlement of the claim. In general, the longer the time span between the incidence of a loss and the settlement of

the claim, the more the ultimate settlement amount can vary. The most commonly relied upon reserving methods, and their strengths and weaknesses, are described below.

Short-Tail Business: For short-tail business, claims are typically settled within five years, and the most common actuarial estimates are based on methods using link ratio projections of incurred losses (paid plus outstanding amounts) and paid losses, and methods projecting claim counts and claim severities. These methods are described below.

Incurred Loss Development Method: The Incurred Loss Development Method is probably the most common actuarial method used in projecting ultimate losses. This method uses incurred losses for claims that have been reported. A pattern of incurred losses is estimated to project ultimate losses for each accident year. An important assumption underlying the Incurred Loss Development Method is that case reserve adequacy remains consistent over time. This method’s primary advantage is its responsiveness to changes in incurred losses, which is particularly valuable for more recent accident years. A disadvantage of the Incurred Loss Development Method is that changes in case reserve adequacy can distort the projections.

Paid Loss Development Method: The Paid Loss Development Method uses calculations that are similar to the Incurred Loss Development Method. The key difference is that the data used in the Paid Loss Development Method exclude outstanding amounts, so only paid losses are used. With this method, a payment pattern is estimated to project ultimate losses for each accident year. An important underlying assumption is that claims are settled at a consistent rate over time. Case reserves and the rate at which claims are reported, except to the extent that the reporting pattern influences the settlement pattern, are not relevant to the results of this method. This method’s advantage is that the estimates of ultimate loss are independent of case reserve adequacy and are unaffected by changes in case reserving practice. The disadvantages are that (i) not all of the available information is used because outstanding amounts are not considered, (ii) in some cases the payment patterns require the application of very large development factors to relatively small payment amounts for less mature accident years, and (iii) changes in the claims settlement rate will distort the projections.

Claim Counts and Severities Method: The Counts and Severities Methods are best suited for lines of business with a large number of claims and a low average claim amount. They are primarily relied upon for certain auto coverages. With these methods, a pattern of claims to be closed in the future is estimated, and the corresponding average dollar amount of those claims, adjusted for inflation, is estimated. Future payments for each accident year are calculated as the total future claims to be closed times the corresponding average dollar amounts. Advantages of these methods include the advantages noted above for the Paid Loss Development Method. In addition, these methods also have the advantage of being responsive to changes in the claims settlement rate. Disadvantages are that not all available information is used because outstanding amounts are not considered, and that estimates derived using these methods can be sensitive to the implied level of inflation.

Long-Tail Business: : For long-tail business, a significant portion of claims may not be settled within five years. Reserve estimates for long-tail business use the same methods listed above along with several other methods. Premium-based methods may be used in developing ultimate loss estimates, including the Expected Loss Ratio and Bornhuetter-Ferguson methods described below. While these methods are more commonly relied upon for long-tail business, they may be relied upon for short-tail business as well.

Expected Loss Ratio Method: The Expected Loss Ratio Method generates ultimate losses by multiplying an expected loss ratio by earned premiums. For slower reporting lines of business, new products or data that is immature, the reported to date claim data is often too limited or too volatile to rely upon other projection methods. In such cases, an advantage of this method is that the ultimate losses are independent of losses paid or outstanding to date. With this method the premiums are used as a measure of loss exposure, and the loss ratios can be derived from pricing expectations, recent claim history or other sources. When there are underlying changes in the frequency or severity of claims, a disadvantage of this method is that the ultimate losses will not respond to those changes.

Incurred Bornhuetter-Ferguson Method: The Incurred Bornhuetter-Ferguson Method is a weighted average of the Expected Loss Ratio Method and the Incurred Loss Development Method, using the percentage of losses reported to date as the weight applied to the Incurred Loss Development Method. This method is particularly useful where there is a low volume of data in the more recent accident years or where the experience is volatile. In more mature accident years, this method generally produces estimates that are similar to the Incurred Loss Development Method.

Paid Bornhuetter-Ferguson Method: The Paid Bornhuetter-Ferguson Method is a weighted average of the Expected Loss Ratio Method and the Paid Loss Development Method, using the percentage of losses paid to date as the weight applied to the Paid Loss Development Method. In less mature accident years, in which payment activity is relatively low, this method generally produces estimates that are similar to the Expected Loss Ratio Method.

Selection Process: In determining which reserving methods to rely on for a particular line of business or accident year, diagnostic tests of loss ratios and severity trends are considered, as well as the historical case reserve adequacy and claim settlement rate. Various reserving methods are considered, along with supplemental information such as open claim counts, open claim severity and prior period development, and the final selection may be a weighted average of multiple methods. For

short-tail business the Incurred Loss Development Method may be most heavily relied upon if the projections are stable, the data is credible, historical case reserve adequacy is consistent and the resulting loss ratios and loss severities are reasonable. For long-tail business the Expected Loss Ratio Method may be most heavily relied upon for less mature accident years where the data is not credible. For more mature accident years, where the data is more credible, greater reliance may be placed on the Incurred Loss Development Method. There is considerable judgment applied in the analysis of the historical patterns and in integrating knowledge about the business, such as change in underwriting, pricing and claims functions.

The actuarial range of reasonable estimates of ultimate losses is derived based on the variability of the loss reserve projections. The primary determinants in estimating the loss reserve range boundaries are the variances measured within the historical reserving data for the various lines of business. Therefore, the actuarial range reflects likely outcomes, and does not reflect all possible outcomes.

In addition to establishing loss reserves described above, actuarial estimates are established for ULAE reserves. Historical patterns of paid ULAE relative to paid losses (excluding allocated loss adjustment expenses) are analyzed along with historical claim counts including claims opened, claims closed and claims remaining open. The product of this analysis is an estimate of the relationship, or ratio, between ULAE and losses underlying the current loss reserves. This ratio is applied to the current outstanding loss reserves to estimate the required ULAE reserve. Consequently, this component of the loss expense reserve has a proportional relationship to the overall claim inventory and held loss reserves. The method assumes that the underlying claims process and mix of business do not change materially from period to period.

When management establishes ultimate losses within the actuarial range of reasonable estimates of ultimate losses, the resulting MBE loss reserves fall within the actuarial range of reasonable reserves. Management considers the expected variability of loss reserves described above when establishing an appropriate reserve within the actuarial range. At December 31, 2020, loss and loss expenses payable were $1,026.1 million, within an estimated range of $919.3 million to $1,063.7 million.

The potential impact of the loss reserve variability on net income can be illustrated using the range end points and carried reserve amounts listed above. For example, if ultimate losses reach a level corresponding to the high point of the range, $1,063.7 million, the reserve increase of $37.6 million corresponds to an after-tax decrease of $29.7 million in net income, assuming a tax rate of 21%. Likewise, should ultimate losses decline to a level corresponding to the low point of the range, $919.3 million, the $106.8 million reserve decrease would add $84.4 million of after-tax net income. The loss reserve range noted above represents a range of reasonably likely reserves, not a range of all possible reserves. Therefore, the ultimate losses could reach levels corresponding to reserve amounts outside the range provided.

An important assumption underlying certain loss reserve methods is that the loss cost trends underlying historical data will continue into the future. To estimate the sensitivity of reserves to an unexpected change in inflation, projected calendar year payment patterns were applied to the December 31, 2020, workers’ compensation loss and ALAE reserve balance to generate estimated annual incremental loss and ALAE payments for each subsequent calendar year. Then, for purposes of sensitivity testing, an additional annual loss cost trend of 5% was added to the trend implicitly embedded in the estimated payment pattern, and revised incremental loss and ALAE payments were calculated. This type of inflationary increase could arise from a variety of sources including tort law changes, development of new medical procedures and social inflation. The estimated cumulative impact that this additional, unexpected 5% increase in the loss cost trend would have on our results of operations over the lifetime of the underlying claims in workers’ compensation is an increase of $86.4 million on reserves, or a $68.3 million reduction to net income, assuming a tax rate of 21%. Inflation changes have much more impact on the longer tail commercial lines like workers’ compensation, and much less impact on the shorter tail personal lines.

The following table sets forth a reconciliation of MBE of our direct loss and LAE reserve to our net losses and loss expenses payable at December 31, 2020 and 2019. The STFC Pooled Companies net additional share of transactions assumed from State Auto Mutual through the Pooling Arrangement for the years ended December 31, 2020 and 2019, respectively, has been reflected in the table below as assumed by STFC Pooled Companies.


($ millions)	2020		2019
Direct loss and ALAE reserve:
STFC Pooled Companies	$	577.2	$	534.3
Assumed by STFC Pooled Companies	481.5		537.8
Total direct loss and ALAE reserve	1,058.7		1,072.1
Direct ULAE reserve:
STFC Pooled Companies	30.6		29.0
Assumed by STFC Pooled Companies	25.4		28.2
Total direct ULAE reserve	56.0		57.2
Direct salvage and subrogation recoverable:
STFC Pooled Companies	(26.5)		(23.2)
Assumed by STFC Pooled Companies	(0.4)		(3.3)
Total direct salvage and subrogation recoverable	(26.9)		(26.4)
Reinsurance recoverable	(24.3)		(13.6)
Assumed reinsurance	5.4		6.4
Reinsurance assumed by STFC Pooled Companies	(42.8)		(42.8)
Total losses and loss expenses payable, net of reinsurance recoverable on losses and loss expenses payable of $24.3 million and $13.6 million in 2020 and 2019, respectively	$	1,026.1	$	1,052.9

The following tables set forth the net losses and loss expenses payable by major line of business at December 31, 2020 and 2019:


($ millions)
December 31, 2020	Ending Loss & ALAE Case & Formula		Ending Loss & ALAE IBNR		Ending ULAE Bulk		Total Reserves
Personal Insurance Segment:
Personal Auto	$	109.4	$	56.7	$	8.3	$	174.4
Homeowners	38.6		45.5		6.3		90.4
Other personal	5.7		9.2		0.9		15.8
Total Personal Insurance Segment	153.7		111.4		15.5		280.6
Commercial Insurance Segment:
Commercial Auto	59.6		30.6		3.6		93.8
Small Commercial Package	46.9		44.3		4.7		95.9
Middle Market Commercial	79.0		71.3		11.9		162.2
Workers’ Compensation	73.6		89.3		13.5		176.4
Farm & Ranch	11.7		5.9		0.7		18.3
Other Commercial	2.1		23.4		0.1		25.6
Total Commercial Insurance Segment	272.9		264.8		34.5		572.2
Specialty run-off:
E&S Property	10.4		13.4		0.5		24.3
E&S Casualty	40.4		66.9		4.9		112.2
Programs	20.4		15.0		1.4		36.8
Total Specialty run-off	71.2		95.3		6.8		173.3
Total losses and loss expenses payable, net of reinsurance recoverable on losses and loss expenses payable	$	497.8	$	471.5	$	56.8	$	1,026.1


($ millions)
December 31, 2019	Ending Loss & ALAE Case & Formula		Ending Loss & ALAE IBNR		Ending ULAE Bulk		Total Reserves
Personal Insurance Segment:
Personal Auto	$	112.1	$	43.7	$	7.1	$	162.9
Homeowners	36.7		28.1		4.4		69.2
Other personal	5.4		9.0		0.7		15.1
Total Personal Insurance Segment	154.2		80.8		12.2		247.2
Commercial Insurance Segment:
Commercial Auto	46.3		27.6		2.8		76.7
Small Commercial Package	41.1		64.1		5.3		110.5
Middle Market Commercial	62.4		76.5		13.9		152.8
Workers’ Compensation	67.6		106.6		13.6		187.8
Farm & Ranch	8.4		4.4		0.5		13.3
Other Commercial	2.5		28.4		—		30.9
Total Commercial Insurance Segment	228.3		307.6		36.1		572.0
Specialty run-off:
E&S Property	14.9		12.2		0.7		27.8
E&S Casualty	44.4		94.7		6.8		145.9
Programs	34.8		23.0		2.2		60.0
Total Specialty run-off	94.1		129.9		9.7		233.7
Total losses and loss expenses payable net of reinsurance recoverable on losses and loss expenses payable	$	476.6	$	518.3	$	58.0	$	1,052.9

See discussion in “Results of Operations—Loss and LAE Development” section included in this Item 7.

The property and casualty industry has experienced significant loss from claims related to asbestos, environmental remediation, product liability, mold and other mass torts. Because we have insured primarily product retailers and distributors, we do not expect to incur the same level of liability, particularly related to asbestos, as companies that have insured manufacturing risks.

At December 31, 2020, asbestos reserves were $1.9 million and environmental reserves were $20.3 million, for a total reserve of $22.2 million, or 2.2% of net losses and loss expenses payable. Relative to December 31, 2019, asbestos and environmental reserves decreased $0.3 million and $0.5 million, respectively.

Pension and Postretirement Benefit Obligations

Pension and postretirement benefit obligations are long-term in nature and require management’s judgment in estimating the factors used to determine these amounts. We review these factors annually, including the discount rate and expected long-term rate of return on plan assets. Because these obligations are based on estimates which could change, the ultimate benefit obligation could be different from the amount estimated.

The State Auto Group has a defined benefit pension plan covering substantially all employees hired prior to January 1, 2010 and a postretirement healthcare plan covering certain associates and retirees (collectively “the benefit plans”). We record the funded status of these plans on our balance sheet while the annual net periodic costs are allocated to affiliated companies based on allocations pursuant to intercompany management agreements including the Pooling Arrangement for insurance subsidiaries and affiliates party to this agreement. We receive reimbursement of 35% of the annual net periodic costs from the Mutual Pooled Companies in accordance with the terms of the Pooling Arrangement.

Several factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the benefit plans. Key factors include assumptions about the expected rates of return on plan assets, discount rates, and health care cost trend rates. We consider market conditions, including changes in investment returns and interest rates, in making these assumptions. The actuarial assumptions used by us in determining benefit obligations may differ materially from actual results due to changing market and economic conditions, higher or lower turnover and retirement rates, or longer or shorter life spans

of participants. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially affect our financial position or results of operations.

For the December 31, 2020 and 2019 valuations, the Adjusted RP-2014 mortality table was used as a baseline for the mortality assumption and to project future mortality rates. Incorporated into the table are rates projected generationally using Scale MP-2017 to reflect mortality improvement (Scale MP-2016 was used at the beginning of the year). The January 1, 2020 and 2019 actuarial reports of the benefit plans included these revised mortality assumptions.

To calculate the State Auto Group’s December 31, 2020 benefit obligation for each of the benefit plans, we used a discount rate of 2.32% based on an evaluation of the expected future benefit cash flows of our benefit plans used in conjunction with the FTSE Pension Discount Curve at the measurement date. A lower discount rate, all else being equal, results in a higher present value benefit obligation. To calculate our benefit obligation at December 31, 2020 and net periodic benefit cost for the year ended December 31, 2021, a discount rate of 1.95% and an expected long-term rate of return on plan assets of 6.25% were used. We selected an expected long-term rate of return on our plan assets by considering the mix of investments and stability of investment portfolio along with actual investment experience during the lifetime of the plans. Our assumptions regarding the discount rate and expected return on plan assets could have a significant effect on the amounts related to our benefit obligations and net periodic benefit cost depending on the degree of change between reporting periods.

As a result of revised mortality assumptions and the change in the discount rate, the benefit plan’s liability increased $27.2 million for the year ended December 31, 2020 and decreased $3.1 million for the year ended December 31, 2019.

Effective January 1, 2020, we changed the funding of our postretirement benefit plan from self-insured to a fully-insured group Medicare advantage program. The group Medicare advantage program is less than half the cost of the self-insured plan. As a result, the postretirement benefit plan's liability decreased $13.9 million for the year ended December 31, 2019.

The following table sets forth an illustration of variability with respect to the discount rate on the December 31, 2020 benefit obligation and expected net periodic benefit cost for the year ending December 31, 2021, along with the variability of the expected return on plan assets to the expected net periodic benefit cost for the year ending December 31, 2021. Holding all other assumptions constant, sensitivity to changes in any one of our key assumptions are as follows:


($ millions)	Pension				Postretirement
	Discount rate				Discount rate
	2.07%		2.32%	2.57%	1.70%		1.95%	2.20%
Benefit obligation	$	570.9	549.6	529.4	$	10.4	10.2	10.0
Net periodic benefit cost (benefit)	$	7.6	6.5	5.5	$	(5.6)	(5.6)	(5.6)

	Expected return on plan assets
	6.00%		6.25%	6.50%
Net periodic benefit cost	$	7.2	6.5	5.8

The accumulated benefit obligation (“ABO”) of a defined benefit pension plan represents the actuarial present value of benefits attributed by the pension benefit formula to employee service rendered prior to the measurement date and based on current and past compensation levels, while the projected benefit obligation (“PBO”) is the ABO plus a factor for future compensation levels. The ABO, which considers current compensation levels only, provides information about the obligation an employer would have if the plan were discontinued at the measurement date. At December 31, 2020, our ABO and PBO were $522.8 million and $549.6 million, respectively. At December 31, 2020, our defined benefit pension plan’s fair value of the assets was $506.7 million, which resulted in an underfunded status within our balance sheet of $42.9 million. On a cash flow basis, we target an annual contribution level that meets at least the targeted normal cost plus any shortfall amortizations of the plan, as defined by ERISA. Currently, we expect to make a cash contribution to the pension plan up to $15.0 million in 2021.

The unfunded status on the pension plan and supplemental executive retirement plan decreased from $48.1 million at December 31, 2019, to $56.0 million at December 31, 2020. Primarily influencing the change from year to year are actuarial gains and losses arising from factors that include (i) changes in the discount rate, (ii) expected to actual demographic changes, such as retirement age, mortality, turnover, rate of compensation changes, and (iii) changes in returns on our plan assets.

See Note 12, “Pension and Postretirement Benefit Plans,” to our consolidated financial statements included in Item 8 of this Form 10-K for further disclosures regarding our benefit plans.

Other

Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in Item 1A of this Form 10-K under “Risk Factors.” Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

Qualitative and Quantitative Disclosures about Market Risk are included in Item 7 of this Form 10-K under “Results of Operations—Investment Operations Segment—Market Risk.”

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements, including the notes thereto, are as follows:

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of State Auto Financial Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of State Auto Financial Corporation and its subsidiaries (the “Company”) as of December 31, 2020, and the related consolidated statements of income, comprehensive income (loss), stockholders' equity and cash flows for the year then ended, including the related notes and schedules of summary of investments – other than investments in related parties as of December 31, 2020, condensed financial information of registrant as of and for the year ended December 31, 2020, and supplementary insurance information and reinsurance for the year ended December 31, 2020 appearing after the signatures page (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Losses and Loss Expenses Payable (“Loss Reserves”)

As described in Notes 1 and 5 to the consolidated financial statements, as of December 31, 2020, the Company’s losses and loss expenses payable (“loss reserves”) were $1,050.4 million. Loss reserves reflect the estimated ultimate unpaid liability for losses and loss expenses with respect to reported and unreported claims incurred as of the end of each accounting period. Loss reserves are estimated using various standard actuarial projection methods and assumptions based on historical reporting and settlement patterns, expected loss ratios, trends in claims severity and frequency, and other factors. Estimates are refined as part of a regular, ongoing process as historical loss experience develops and additional claims are reported and settled.

The principal considerations for our determination that performing procedures relating to the valuation of loss reserves is a critical audit matter are the significant judgment by management when developing their estimate of loss reserves, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the various actuarial projection methods and significant assumptions based on historical reporting and settlement patterns and expected loss ratios. Also, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s valuation of loss reserves, including controls over the various actuarial projection methods and development of significant assumptions. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate of loss reserves for certain lines of business using independently derived assumptions based on historical reporting and settlement patterns and expected loss ratios, and comparing this independent estimate to management’s actuarially determined reserves. Developing the independent estimate also involved testing the completeness and accuracy of data provided by management.


/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
March 10, 2021

We have served as the Company’s auditor since 2019.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of State Auto Financial Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of State Auto Financial Corporation and subsidiaries (the Company) as of December 31, 2019, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Ernst & Young LLP
We served as the Company’s auditor from 1994 to 2020
Grandview Heights, Ohio
February 27, 2020
except for Note 2, as to which the date is
March 10, 2021

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Consolidated Balance Sheets


($ and shares in millions, except per share amounts)	December 31
	2020		2019
Assets
Fixed maturities, available-for-sale, at fair value (amortized cost $2,117.0 and $2,080.0, respectively)	$	2,237.2	$	2,128.4
Equity securities	389.7		395.2
Other invested assets	71.1		69.7
Other invested assets, at cost	12.1		6.5
Notes receivable from affiliate	70.0		70.0
Total investments	2,780.1		2,669.8
Cash and cash equivalents	90.7		78.0
Accrued investment income and other assets	29.7		31.7
Premiums receivable	14.0		13.6
Deferred policy acquisition costs (affiliated net assumed $30.1 and $20.2, respectively)	122.2		111.1
Reinsurance recoverable on losses and loss expenses payable	24.3		13.6
Prepaid reinsurance premiums	8.3		7.5
Due from affiliate	0		4.1
Current federal income taxes	1.7		6.3
Net deferred federal income taxes	27.3		39.7
Property and equipment, at cost (net of accumulated depreciation of $3.5 and $5.9, respectively)	4.2		4.2
Total assets	$	3,102.5	$	2,979.6
Liabilities and Stockholders’ Equity
Losses and loss expenses payable (affiliated net assumed $438.8 and $500.8, respectively)	$	1,050.4	$	1,066.5
Unearned premiums (affiliated net assumed $452.4 and $415.8, respectively)	723.4		649.2
Notes payable (affiliates $15.3 and $15.2, respectively)	122.1		122.0
Pension and postretirement benefits	66.2		59.5
Due to affiliate	11.2		0
Other liabilities (affiliated net assumed $22.4 and $16.1, respectively)	119.2		114.9
Total liabilities	2,092.5		2,012.1
Stockholders’ equity:
Class A Preferred stock (nonvoting), without par value. Authorized 2.5 shares; none issued	0		0
Class B Preferred stock, without par value. Authorized 2.5 shares; none issued	0		0
Common stock, without par value. Authorized 100.0 shares; 50.7 and 50.4 shares issued, respectively, at stated value of $2.50 per share	126.8		125.9
Treasury stock, 6.9 and 6.9 shares, respectively, at cost	(118.4)		(117.5)
Additional paid-in capital	213.3		206.7
Accumulated other comprehensive income (loss)	13.9		(26.9)
Retained earnings	774.4		779.3
Total stockholders’ equity	1,010.0		967.5
Total liabilities and stockholders’ equity	$	3,102.5	$	2,979.6

See accompanying notes to consolidated financial statements.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Consolidated Statements of Income


($ millions, except per share amounts)	Year ended December 31
	2020		2019		2018

Earned premiums (affiliated net assumed $267.5, $222.5, and $318.6, respectively)	$	1,380.9	$	1,250.2	$	1,237.6
Net investment income (affiliates $2.8, $3.6, and $4.9, respectively)	72.1		80.4		84.9
Net investment gain (loss)	27.3		74.2		(49.7)
Other income from affiliates	2.1		2.4		2.6
Total revenues	1,482.4		1,407.2		1,275.4
Losses and loss expenses (affiliated net assumed $184.2, $169.3, and $180.5, respectively)	972.6		844.8		796.4
Acquisition and operating expenses (affiliated net assumed $102.6, $69.1, and $108.7, respectively)	481.4		440.7		450.2
Interest expense (affiliates $0.8, $1.1, and $1.0, respectively)	4.7		4.9		5.7
Other expenses	9.3		11.3		11.0
Total expenses	1,468.0		1,301.7		1,263.3
Income before federal income taxes	14.4		105.5		12.1
Federal income tax expense (benefit)
Current	(0.3)		(0.4)		(1.1)
Deferred	1.6		20.1		1.0
Total federal income tax expense (benefit)	1.3		19.7		(0.1)
Net income	$	13.1	$	85.8	$	12.2
Earnings per common share:
Basic	$	0.30	$	1.98	$	0.29
Diluted	$	0.30	$	1.93	$	0.28

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)


($ millions)	Year ended December 31
	2020		2019		2018

Net income	$	13.1	$	85.8	$	12.2
Other comprehensive income (loss), net of tax:
Net change in unrealized holding gain (loss) on available-for-sale investments:
Unrealized holding gains (losses) arising during year	71.5		80.7		(46.4)
Reclassification adjustments for losses (gains) realized in net income	0.3		(3.5)		(2.0)
Income tax (expense) benefit	(15.1)		(16.2)		10.1
Total change in net unrealized holding gain (loss) on available-for-sale investments	56.7		61.0		(38.3)
Net unrecognized benefit plan obligations:
Net actuarial (loss) gain arising during period	(27.4)		7.5		(4.3)
Reclassification adjustments for amortization to statements of income:
Negative prior service cost	(6.3)		(6.3)		(6.3)
Net actuarial gain	13.7		9.6		13.2
Income tax benefit (expense)	4.1		(2.3)		(0.6)
Total net unrecognized benefit plan obligations	(15.9)		8.5		2.0
Other comprehensive income (loss)	40.8		69.5		(36.3)
Comprehensive income (loss)	$	53.9	$	155.3	$	(24.1)

See accompanying notes to consolidated financial statements.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Consolidated Statements of Stockholders’ Equity


(in millions)	Year ended December 31
	2020		2019		2018
Common shares:
Balance at beginning of year	50.4		50.0		49.2
Issuance of shares	0.3		0.4		0.8
Balance at end of year	50.7		50.4		50.0
Treasury shares:
Balance at beginning of year	(6.9)		(6.8)		(6.8)
Issuance of shares	0		(0.1)		0
Balance at end of year	(6.9)		(6.9)		(6.8)
Common stock:
Balance at beginning of year	$	125.9	$	125.0	$	123.0
Issuance of shares	0.9		0.9		2.0
Balance at end of year	$	126.8	$	125.9	$	125.0
Treasury stock:
Balance at beginning of year	$	(117.5)	$	(117.0)	$	(116.8)
Shares acquired on stock award exercises and vested restricted shares	(0.9)		(0.5)		(0.2)
Balance at end of year	$	(118.4)	$	(117.5)	$	(117.0)
Additional paid-in capital:
Balance at beginning of year	$	206.7	$	194.2	$	171.8
Issuance of common stock	3.0		5.1		13.3
Stock awards granted	3.6		7.4		9.1
Balance at end of year	$	213.3	$	206.7	$	194.2
Accumulated other comprehensive (loss) income:
Balance at beginning of year	$	(26.9)	$	(96.4)	$	3.8
Cumulative effect of change in accounting for equity securities and other invested assets and reclassification of stranded tax effects as of January 1, 2018	0		0		(63.9)
Change in unrealized holding gain (loss) on investments, net of tax	56.7		61.0		(38.3)
Change in unrecognized benefit plan obligations, net of tax	(15.9)		8.5		2.0
Balance at end of year	$	13.9	$	(26.9)	$	(96.4)
Retained earnings:
Balance at beginning of year	$	779.3	$	710.9	$	652.0
Cumulative effect of change in accounting for equity securities and other invested assets and reclassification of stranded tax effects as of January 1, 2018	0		0		63.9
Cumulative effect of change in accounting to establish an allowance for expected credit losses at January 1, 2020	(0.5)		0		0
Net income	13.1		85.8		12.2
Dividends declared (affiliates $10.4, $10.4 and $10.4, respectively)	(17.5)		(17.4)		(17.2)
Balance at end of year	$	774.4	$	779.3	$	710.9
Total stockholders’ equity at end of year	$	1,010.0	$	967.5	$	816.7

See accompanying notes to consolidated financial statements.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Consolidated Statements of Cash Flows


($ millions)	Year ended December 31
	2020		2019		2018
Cash flows from operating activities:
Net income	$	13.1	$	85.8	$	12.2
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization, net	10.6		9.4		8.9
Share-based compensation	0.9		6.1		11.1
Net investment (gain) loss	(27.3)		(74.2)		49.7
Changes in operating assets and liabilities:
Deferred policy acquisition benefits	(11.1)		(9.2)		8.4
Accrued investment income and other assets	2.0		0.7		3.9
Premiums receivables	(0.4)		(0.9)		(2.7)
Postretirement and pension benefits	(16.9)		(14.5)		(16.9)
Reinsurance recoverable on losses and loss expenses payable and prepaid reinsurance premiums	(11.5)		(9.0)		(2.6)
Other liabilities and due to/from affiliates, net	25.8		(42.5)		51.1
Losses and loss expenses payable	(16.6)		(80.3)		(108.8)
Unearned premiums	74.2		65.0		(27.6)
Deferred tax expense on share-based awards	0		(0.9)		0.9
Federal income taxes	6.2		20.6		(1.0)

Net cash provided by (used in) operating activities	$	49.0	$	(43.9)	$	(13.4)
Cash flows from investing activities:
Purchases of fixed maturities available-for-sale	$	(661.0)	$	(592.6)	$	(349.6)
Purchases of equity securities	(88.9)		(63.4)		(91.4)
Purchases of other invested assets	(7.6)		(13.3)		(1.8)
Maturities, calls and pay downs of fixed maturities available-for-sale	384.1		386.3		229.8
Sales of fixed maturities available-for-sale	229.0		308.8		98.0
Sales of equity securities	121.1		45.4		97.8
Sales of other invested assets	1.3		1.3		1.2
Net disposals of property and equipment	0.2		1.6		0
Net cash (used in) provided by investing activities	$	(21.8)	$	74.1	$	(16.0)
Cash flows from financing activities:
Proceeds from issuance of common stock	$	3.9	$	5.9	$	15.4
Payments to acquire treasury stock	(0.9)		(0.5)		(0.2)
Payments of dividends (affiliates $10.4, $10.4 and $10.4, respectively)	(17.5)		(17.4)		(17.1)
Payment of prepayment fee	0		0		(0.4)

Proceeds from short-term debt	60.0		0		0
Repayment of short-term debt	(60.0)		0		0
Proceeds from long-term debt	21.5		0		0
Repayment of long-term debt	(21.5)		0		0
Net cash used in financing activities	$	(14.5)	$	(12.0)	$	(2.3)
Net increase (decrease) in cash and cash equivalents	12.7		18.2		(31.7)
Cash and cash equivalents at beginning of year	78.0		59.8		91.5
Cash and cash equivalents at end of year	$	90.7	$	78.0	$	59.8
Supplemental disclosures:
Interest paid (affiliates $0.8, $1.1, and $1.0, respectively)	$	4.7	$	4.8	$	5.7
Federal income tax refund	$	4.9	$	0	$	0

See accompanying notes to consolidated financial statements.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

a. Principles of Consolidation

The consolidated financial statements include State Auto Financial Corporation (“State Auto Financial”), an Ohio corporation, and the following wholly owned subsidiaries of State Auto Financial:

•State Auto Property and Casualty Insurance Company (“State Auto P&C”), an Iowa corporation

•Milbank Insurance Company (“Milbank”), an Iowa corporation

•State Auto Insurance Company of Ohio (“SA Ohio”), an Ohio corporation

•Stateco Financial Services, Inc. (“Stateco”), an Ohio corporation

The consolidated financial statements also include the operations and financial position of 518 Property Management and Leasing, LLC (“518 PML”), an Ohio limited liability company whose only members are State Auto P&C and Stateco.

State Auto Financial is a majority-owned subsidiary of State Automobile Mutual Insurance Company (“State Auto Mutual”), an Ohio corporation. State Auto Financial and its subsidiaries are referred to herein as the “Company.” All intercompany balances and transactions have been eliminated in consolidation.

b. Description of Business

The Company markets its insurance products throughout the United States primarily through independent agencies, which include retail agencies and wholesale brokers. The Company’s principal lines of insurance include personal and commercial automobile, homeowners, commercial multi-peril, workers’ compensation, general liability and fire insurance. State Auto P&C, Milbank and SA Ohio are chartered and licensed property and casualty insurers. As such, they are subject to the regulations of the applicable Departments of Insurance of their respective states of domicile (the “Departments”) and the regulations of each state in which they operate. These property and casualty insurance companies undergo periodic financial examination by the Departments and insurance regulatory agencies of the states that choose to participate. A large portion of the Company’s revenues are derived from a reinsurance pooling agreement with State Auto Mutual and its affiliates. The underwriting activity and geographic distribution of State Auto Mutual and its affiliates is generally the same as the underwriting activity and geographic distribution of the Company.

Through the employees of State Auto P&C, the Company provides management and operation services under management agreements for all of its insurance and non-insurance affiliates.

Through Stateco, the Company provides investment management services to affiliated companies.

c. Basis of Presentation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which vary in certain respects from statutory accounting practices (“SAP”) followed by State Auto P&C, Milbank and SA Ohio that are prescribed or permitted by the Departments.

The Company’s insurance subsidiaries, domiciled in Ohio and Iowa, are required to prepare statutory basis financial statements in accordance with the accounting practices prescribed or permitted by the insurance departments of the states of domicile. Prescribed statutory accounting practices are those practices that are incorporated directly or by reference in state laws, regulations, and general administrative rules applicable to all insurance enterprises domiciled in a particular state. The Ohio and Iowa Departments of Insurance require insurers domiciled in their respective states to prepare statutory financial statements in accordance with National Association of Insurance Commissioners’ (“NAIC”) statutory accounting practices. Permitted statutory accounting practices are those practices that differ either from state-prescribed statutory accounting practices or NAIC statutory accounting practices. The Company’s insurance subsidiaries do not apply any statutory accounting practices that would be considered a prescribed statutory accounting practice that differs from NAIC statutory accounting practices.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, revenues and expenses for the periods then

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

ended, and the accompanying notes to the financial statements. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of losses and loss expenses payable. In connection with the determination of losses and loss expenses payable, management uses historical data, current business conditions and assumptions about future conditions to formulate estimates of the ultimate cost to settle claims. These estimates by their nature are subject to uncertainties for various reasons.

d. Investments

Investments in fixed maturities are classified as available-for-sale and are carried at fair value. On January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments on a prospective basis for its fixed maturities. The updated and prior policy for the available-for-sale fixed maturities are outlined below.

December 31, 2020

For fixed maturities in an unrealized loss position, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded in the "net investment gain (loss)" line item on the condensed consolidated statement of income. Losses are charged against the allowance when management believes the uncollectibility of a fixed maturity is confirmed or when either of the criteria regarding intent or requirement to sell is met. Description and disclosure of credit losses on fixed maturities are disclosed in Note 4 of the Notes to Condensed Consolidated Financial Statements.

The Company excludes accrued interest receivable from both the estimated fair value and the amortized cost basis of available-for-sale fixed maturities and includes such amounts within "accrued investment income and other assets" on the Company's condensed consolidated balance sheets. Any uncollectible accrued interest receivable is written off in the period it is deemed uncollectible.

December 31, 2019 and 2018

The unrealized holding gains and losses, net of applicable deferred income taxes, are shown as a separate component of stockholders’ equity as a part of accumulated other comprehensive income and, as such, are not included in the determination of net income. Realized gains and losses on the sales of investments are computed using the first-in, first-out method.

The Company views gross unrealized losses on fixed maturities as being temporary since it is its assessment that these securities will recover in the near term, allowing the Company to realize the anticipated long-term economic value. The Company regularly monitors its investments that have fair values less than cost or amortized cost for signs of other-than-temporary impairment, an assessment that requires significant management judgment regarding the evidence known. Such judgments could change in the future as more information becomes known, which could negatively impact the amounts reported. Among the factors that management considers for fixed maturity securities are the financial condition of the issuer, including receipt of scheduled principal and interest cash flows, and intent to sell, including if it is more likely than not that the Company will be required to sell the investments before recovery. When a fixed maturity security has been determined to have an other-than-temporary impairment, the impairment charge is separated into an amount representing the credit loss, which is recognized in earnings as a realized loss and the amount related to non-credit factors, which is recognized in other comprehensive income. Future increases or decreases in fair value, if not other-than-temporary, are included in other comprehensive income.

e. Cash Equivalents

The Company considers all liquid debt instruments with a maturity of three months or less at the time of acquisition to be cash equivalents. The carrying amounts reported approximate their fair value.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

f. Deferred Acquisition Costs

Acquisition costs, consisting of net commissions (including ceding commissions), premium taxes and certain underwriting expenses related to the successful acquisition or renewal of property and casualty business, are deferred and amortized over the same period in which the related premiums are earned. Ceding commissions relating to reinsurance agreements reimburse us for both deferrable and non-deferrable acquisition costs. Excess ceding commissions are amortized in proportion to net revenue recognized on the underlying policies resulting in excess ceding commissions being recognized as a reduction of acquisition and operating expenses.

The method followed for computing the acquisition costs limits the amount of such deferred costs to their estimated realizable value. In determining estimated realizable value, the computation gives effect to the premium to be earned, losses and loss expenses expected to be incurred, and certain other costs expected to be incurred as premium is earned. Future changes in estimates, the most significant of which is expected losses and loss adjustment expenses, that indicate a reduction in expected future profitability may result in unrecoverable deferred acquisition costs. Anticipated investment income is considered in determining whether a premium deficiency exists.

The following table sets forth net deferred acquisition costs for the years ended December 31, 2020, 2019 and 2018:


($ millions)	2020		2019		2018
Balance, beginning of year	$	111.1	$	101.9	$	110.3
Acquisition costs deferred	247.7		225.7		211.6
Acquisition costs amortized to expense	(236.6)		(216.5)		(220.0)
Balance, end of year	$	122.2	$	111.1	$	101.9

g. Federal Income Taxes

The Company files a consolidated federal income tax return. Pursuant to a written tax sharing agreement, each entity within the consolidated group pays or receives its share of federal income taxes based on separate return calculations.

The Company recognizes deferred income tax assets and liabilities for the expected future tax effects attributable to temporary differences between the financial statement and tax return bases of assets and liabilities, based on enacted tax rates and other provisions of the tax law. The effect of a change in tax laws or rates on deferred tax assets and liabilities is recognized in income in the period in which such change is enacted. Deferred tax assets and liabilities include provisions for unrealized investment gains and losses as well as the net funded status of pension and other postretirement benefit obligations with the changes for each period included in the respective components of other comprehensive income. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or some portion of the deferred tax assets will not be realized.

Interest and penalties related to uncertain tax positions are recorded in the balance sheet as other liabilities, and recognized in the income statement as other expenses.

h. Losses and Loss Expenses Payable

Losses and loss expenses payable reflect the estimated ultimate unpaid liability for losses and loss expenses with respect to reported and unreported claims incurred as of the end of each accounting period. Loss reserves are estimated using various standard actuarial projection methods and assumptions based on historical reporting and settlement patterns, expected loss ratios, trends in claims severity and frequency and other factors. There can be no assurance that the ultimate liability will not vary materially from such estimates. Estimates are refined as part of a regular, ongoing process as historical loss experience develops and additional claims are reported and settled, and such adjustments are included in current operations (see Note 5). Anticipated salvage and subrogation is estimated using historical experience. The liability for unpaid losses and loss expenses, net of estimated salvage and subrogation recoverable of $28.7 million and $28.2 million at December 31, 2020 and 2019, respectively, represents management’s best estimate of the ultimate liability related to reported and unreported claims.

i. Reinsurance Recoverables

Management assesses expected credit losses on third party reinsurance recoverables for the entire State Auto Pool and, pursuant to the Pooling Arrangement (as defined in Note 9), the Company is responsible for its share of the estimated uncollectible reinsurance for the entire pool. Management uses A.M. Best’s Financial Strength ratings or equivalent such as S&P, Moody’s, or Fitch when an A.M. Best Financial Strength rating is not available to assess the credit risk of the reinsurance recoverables. The estimate of expected credit losses considers historical credit loss information as well as current conditions and reasonable and supportable forecasts. Description and disclosure of credit losses on reinsurance recoverables are disclosed in Note 8 of the Notes to Condensed Consolidated Financial Statements.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

j. Premiums

Premiums are recognized as earned pro rata over the policy period. Unearned premiums represent the portion of premiums written relative to the unexpired terms of coverage. Premiums receivable represents the billed and due premium written directly by the STFC Pooled Companies.

Under the terms of the Pooling Arrangement, each period State Auto Mutual collects all premiums from policyholders and pays all losses and expenses associated with the insurance business produced by the STFC Pooled Companies and the other pool participants, and then it settles the intercompany balances generated by these transactions with the pool participants within 60 days following each quarter end. When settling the intercompany balances, State Auto Mutual provides the pool participants with full credit for their share of the Pooled Companies net premiums written during the quarter. Description and disclosure of the allowance for uncollectible premiums receivable balance is disclosed in Note 9.

l. New Accounting Standards

Adoption of Recent Accounting Pronouncements

Measurement of Credit Losses on Financial Instruments

On January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost. This includes the Company's direct third party reinsurance recoverables, and the Company's share of the State Auto Group's third party reinsurance recoverables assumed via the Pooling Arrangement (as defined in Note 9). In addition, ASC 326 made changes to the accounting for available-for-sale fixed maturities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale fixed maturities management does not intend to sell or believes that it is more likely than not they will not be required to sell.

The adoption of this guidance reduced retained earnings by $0.5 million, net of tax, and established an allowance for estimated uncollectible reinsurance as of January 1, 2020. Adoption of ASC 326 for available-for-sale fixed maturities was prospective, and therefore there was no adjustment to retained earnings as of January 1, 2020.

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13 which changes the fair value measurement disclosure requirements of ASC 820 by adding, eliminating and modifying disclosures. The new guidance eliminates (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the entity's policy for the timing of transfers between levels, and (iii) the entity's valuation process for Level 3 fair value measurements. Additionally, the guidance now requires the disclosure of (i) the changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements, and (ii) the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated for Level 3 fair value measurements. Finally, the guidance requires entities to provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future. The guidance became effective for annual reporting periods after December 15, 2019 and it did not have a material impact on the Company's results of operations, consolidated financial position or cash flows.

Compensation—Retirement Benefits—Defined Benefit Plans—General

On August 28, 2018, the FASB issued ASU 2018-14, which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The ASU is effective for fiscal years beginning after December 15, 2020 and will be effective January 1, 2021. The Company has early-adopted these disclosure updates in this Form 10-K.

Pending Adoption of Recent Accounting Pronouncements

Income Taxes - Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12 which updated guidance for the accounting for income taxes. The updated guidance is intended to simplify the accounting for income taxes by removing several exceptions contained in existing guidance and amending other existing guidance to simplify several other income tax accounting matters. The effective date of ASU 2019-12 is for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The ASU has not yet been adopted; however, it is not expected to have a material impact on the Company’s results of operations, consolidated financial position or cash flows.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASU 2020-04 to address constituents’ concerns about certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. ASU 2020-04 was effective upon issuance through December 31, 2022. The ASU has not yet been adopted; however, it is not expected to have a material impact on the Company's results of operations, consolidated financial position, or cash flows.

2. Revision of Misstatement in Prior Year Financial Statements

Management identified a number of errors in the Company’s historical financial statements as further described below. In accordance with the guidance set forth in SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management concluded that the errors were not material to the consolidated financial statements as presented in the Company’s quarterly and annual financial statements that had been previously filed in the Company’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. As a result, amendment of such reports is not required. The Company revised the previously issued annual consolidated financial statements for 2019 and 2018 in this Form 10-K to correct these errors as well as other immaterial out of period adjustments previously identified. As periods prior to 2018 were impacted, retained earnings as of January 1, 2018 was decreased by $1.2 million to recognize the cumulative net of tax impact of the correction of the errors as of that date.

The Company corrected a balance sheet classification error at December 31, 2019 to separately present premiums receivable on its consolidated balance sheet. This had no impact on the underwriting results or cash flows of the Company.

The Company changed the funding of its postretirement benefit plan effective January 1, 2020. As a result, the reported pension and postretirement benefits liability was reduced and reported stockholders' equity increased by recording additional pre-tax actuarial gain within accumulated other comprehensive income (loss) for the period ended December 31, 2019. There was no income statement impact for this change.

The effect of the revisions on the Company's previously issued financial statements are provided in the tables below. Amounts throughout the consolidated financial statements and notes thereto have been adjusted to incorporate the revised amounts, where applicable. The following tables reconcile selected lines from the Company’s year-end 2019 consolidated balance sheet and year-end 2019 and 2018 consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of cash flow from the previously reported amounts to the revised amounts.


Revised Consolidated Balance Sheet
($ in millions)	Year Ended December 31, 2019
	As Reported		Adjustment		As Revised
Assets
Fixed maturities, available-for-sale, at fair value	$	2,127.9	$	0.5	$	2,128.4
Premiums receivable	0		13.6		13.6
Due from affiliate	21.5		(17.4)		4.1
Net deferred federal income taxes	42.2		(2.5)		39.7
Total Assets	2,985.4		(5.8)		2,979.6
Liabilities and Stockholders’ Equity
Pension and postretirement benefits	72.9		(13.4)		59.5
Total liabilities	2,025.5		(13.4)		2,012.1
Stockholders’ equity:
Accumulated other comprehensive income (loss)	(37.9)		11.0		(26.9)
Retained earnings	782.7		(3.4)		779.3
Total stockholders’ equity	959.9		7.6		967.5
Total liabilities and stockholders’ equity	2,985.4		(5.8)		2,979.6

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)


Revised Consolidated Statement of Income
($ in millions, except per share amounts)	Year Ended December 31, 2019						Year Ended December 31, 2018
	As Reported		Adjustment		As Revised		As Reported		Adjustment		As Revised
Earned premiums	$	1,253.0	$	(2.8)	$	1,250.2	$	1,238.0	$	(0.4)	$	1,237.6
Total revenues	1,410.0		(2.8)		1,407.2		1,275.8		(0.4)		1,275.4
Acquisition and operating expenses	442.0		(1.3)		440.7		449.8		0.4		450.2
Total expenses	1,303.0		(1.3)		1,301.7		1,262.9		0.4		1,263.3
Income before federal income taxes	107.0		(1.5)		105.5		12.9		(0.8)		12.1
Deferred income tax expense (benefit)	20.0		0.1		20.1		1.2		(0.2)		1.0
Total federal income tax expense (benefit)	19.6		0.1		19.7		0.1		(0.2)		(0.1)
Net income	87.4		(1.6)		85.8		12.8		(0.6)		12.2
Earnings per common share:
Basic	$	2.01	$	(0.03)	$	1.98	$	0.30	$	(0.01)	$	0.29
Diluted	$	1.96	$	(0.03)	$	1.93	$	0.29	$	(0.01)	$	0.28


Revised Consolidated Statement of Comprehensive Income
($ millions)	Year Ended December 31, 2019
	As Reported		Adjustment		As Revised
Net income	$	87.4	$	(1.6)	$	85.8
Other comprehensive income, net of tax:
Net change in unrealized holding gain on available-for-sale investments:
Unrealized holding gains arising during year	80.2		0.5		80.7

Income tax expense	(16.1)		(0.1)		(16.2)
Total change in net unrealized holding gain on available-for-sale investments	60.6		0.4		61.0
Net unrecognized benefit plan obligations:
Net actuarial gain (loss) arising during period	(5.9)		13.4		7.5


Income tax benefit (expense)	0.5		(2.8)		(2.3)
Total net unrecognized benefit plan obligations	(2.1)		10.6		8.5
Other comprehensive income	58.5		11.0		69.5
Comprehensive income	145.9		9.4		155.3

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)


Revised Consolidated Statement of Cash Flows
($ in millions)	Year ended December 31, 2019						Year ended December 31, 2018
	As Reported		Adjustment		As Revised		As Reported		Adjustment		As Revised
Cash flows from operating activities:
Net income	$	87.4	$	(1.6)	$	85.8	$	12.8	$	(0.6)	$	12.2
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Changes in operating assets and liabilities:
Premiums receivable	0		(0.9)		(0.9)		0		(2.7)		(2.7)
Other liabilities and due to/from affiliates, net	(44.9)		2.4		(42.5)		47.6		3.5		51.1
Federal income taxes	20.5		0.1		20.6		(0.8)		(0.2)		(1.0)
Net cash used in operating activities	(43.9)		0		(43.9)		(13.4)		0		(13.4)

3. Investments

The following tables set forth the cost or amortized cost and fair value of investments by lot at December 31, 2020 and 2019:


($ millions)	Cost or amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Fair value
December 31, 2020
Available-for-sale fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	506.5	$	45.2	$	0	$	551.7
Obligations of states and political subdivisions	511.3		30.4		(0.2)		541.5
Corporate securities	459.9		23.4		0		483.3
U.S. government agencies mortgage-backed securities	639.3		22.9		(1.5)		660.7
Total available-for-sale fixed maturities	$	2,117.0	$	121.9	$	(1.7)	$	2,237.2


($ millions)	Cost or amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Fair value
December 31, 2019
Available-for-sale fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	569.2	$	12.6	$	(3.3)	$	578.5
Obligations of states and political subdivisions	404.3		21.1		0		425.4
Corporate securities	460.5		11.7		(0.4)		471.8
U.S. government agencies mortgage-backed securities	646.0		11.3		(4.6)		652.7
Total available-for-sale fixed maturities	$	2,080.0	$	56.7	$	(8.3)	$	2,128.4

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following tables set forth the Company’s gross unrealized losses and fair value on its investments by lot, aggregated by investment category and length of time for individual securities that have been in a continuous unrealized loss position for which an allowance for credit losses was not recorded at December 31, 2020 and 2019:


($ millions, except # of positions)	Less than 12 months					12 months or more					Total
December 31, 2020	Fair value		Unrealized losses		Number of positions	Fair value		Unrealized losses		Number of positions	Fair value		Unrealized losses		Number of positions
Fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	9.6	$	0	4	$	0	$	0	0	$	9.6	$	0	4
Obligations of states and political subdivisions	19.5		(0.2)		5	0		0		0	19.5		(0.2)		5
Corporate securities	1.5		0		2	0		0		0	1.5		0		2
U.S. government agencies mortgage-backed securities	136.1		(1.4)		35	7.0		(0.1)		3	143.1		(1.5)		38
Total fixed maturities	$	166.7	$	(1.6)	46	$	7.0	$	(0.1)	3	$	173.7	$	(1.7)	49


($ millions, except # of positions)	Less than 12 months					12 months or more					Total
December 31, 2019	Fair value		Unrealized losses		Number of positions	Fair value		Unrealized losses		Number of positions	Fair value		Unrealized losses		Number of positions
Fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	136.0	$	(2.5)	17	$	157.6	$	(0.8)	11	$	293.6	$	(3.3)	28

Corporate securities	0		0		0	40.8		(0.4)		7	40.8		(0.4)		7
U.S. government agencies mortgage-backed securities	126.6		(1.5)		15	137.9		(3.1)		32	264.5		(4.6)		47
Total fixed maturities	$	262.6	$	(4.0)	32	$	336.3	$	(4.3)	50	$	598.9	$	(8.3)	82

The Company reviewed its investments at December 31, 2020 and determined that no credit impairment existed in the gross unrealized holding losses, due to the reasons discussed below:

•U.S. treasury securities and obligations of U.S. government agencies: These securities were issued by the U.S. Treasury Department or Federal government-sponsored entities. The decline in fair values was attributable to changes in interest rates and not credit quality. The Company does not intend to sell these securities and it is likely that it will not do so before their anticipated recovery. Therefore, the Company does not consider these impaired securities.

•Corporate securities: Corporations in various industries issued these securities. The decline in fair values was attributable to changes in interest rates and not credit quality. The Company reviewed the issuers of these securities to identify any significant adverse change in financial condition, a change in the quality of credit enhancement (if any), a ratings decrease, or negative outlook assignment from a major credit rating agency, and any failure to make interest or principal payments. After these reviews, the Company determined that the decline in fair values was attributable to changes in interest rates and not credit quality. The Company does not intend to sell these securities and it is likely that it will not do so before their anticipated recovery. Therefore, the Company does not consider these impaired securities.

•U.S. government agencies mortgage-backed securities: Federal government-sponsored entities issued these securities. The decline in fair values was attributable to changes in interest rates and not credit quality. The Company does not intend to sell these securities and it is likely that it will not do so before their anticipated recovery. Therefore, the Company does not consider these impaired securities.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the amortized cost and fair value of available-for-sale fixed maturities by contractual maturity at December 31, 2020:


($ millions)	Amortized cost		Fair value
Due in 1 year or less	$	140.5	$	141.6
Due after 1 year through 5 years	510.3		540.4
Due after 5 years through 10 years	161.6		172.6
Due after 10 years	665.3		721.9
U.S. government agencies mortgage-backed securities	639.3		660.7
Total	$	2,117.0	$	2,237.2

Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay the obligations with or without call or prepayment penalties.

At December 31, 2020, State Auto P&C had fixed maturity securities, with a carrying value of approximately $106.5 million, that were pledged as collateral for the FHLB Loan (as defined in Note 10). In accordance with the terms of the FHLB Loan, State Auto P&C retains all rights regarding these securities, which are included in the “U.S. government agencies mortgage-backed securities” classification of the Company’s fixed maturity securities portfolio.

At December 31, 2020, State Auto P&C had fixed maturities with fair values of approximately $32.2 million pledged as collateral for the performance obligations under its reinsurance agreement with Home State County Mutual Insurance Company ("Home State") as defined in Note 7. In accordance with the terms of the trust agreement, State Auto P&C retains all rights regarding these securities, which are included in the “U.S. treasury securities and obligations of U.S. government agencies” classification of the Company’s fixed maturity securities portfolio.

Fixed maturities with fair values of approximately $9.7 million and $9.3 million were on deposit with insurance regulators as required by law at December 31, 2020 and 2019, respectively.

The following table sets forth the components of net investment income for the years ended December 31, 2020, 2019 and 2018:


($ millions)	2020		2019		2018
Fixed maturities	$	59.6	$	62.3	$	65.3
Equity securities	9.3		13.2		13.4
Cash and cash equivalents, and other	4.0		5.5		7.2
Investment income	72.9		81.0		85.9
Investment expenses	0.8		0.6		1.0
Net investment income	$	72.1	$	80.4	$	84.9

The Company’s current investment strategy does not rely on the use of derivative financial instruments.

Proceeds on sales of investments in 2020, 2019 and 2018 were $351.4 million, $355.5 million, and $197.0 million, respectively.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the gains (losses) on investments on the Company’s investment portfolio for the years ended December 31, 2020, 2019 and 2018:


($ millions)	2020		2019		2018
Investment gain (loss), net:
Fixed maturities:
Realized gains on securities sold	$	5.2	$	3.5	$	2.0
Realized losses on securities sold	(5.5)		0		0
Net (loss) gain on fixed maturities	(0.3)		3.5		2.0



Net gain (loss) on equity securities	26.7		62.1		(44.0)



Net gain (loss) on other invested assets	0.7		9.9		(7.7)
Other net realized gain (loss)	0.2		(1.3)		—
Net gain (loss) on investments	$	27.3	$	74.2	$	(49.7)

Change in net unrealized holding gains (losses), net of tax
Fixed maturities	$	71.8	$	77.2	$	(48.4)
Deferred federal income tax (liability) benefit	(15.1)		(16.2)		10.1
Change in net unrealized holding gains (losses), net of tax	$	56.7	$	61.0	$	(38.3)

The unrealized holding gains (losses) recognized during the reporting period on equity securities still held at December 31, 2020, 2019 and 2018 were $58.5 million, $63.9 million, and $(49.7) million, respectively. The unrealized holding gains (losses) recognized during the reporting period on other invested assets still held at December 31, 2020, 2019 and 2018 were $0.8 million, $9.9 million, and $(7.7) million, respectively.

4. Fair Value of Financial Instruments

Below is the fair value hierarchy that categorizes into three levels the inputs to valuation techniques that are used to measure fair value.

•Level 1 includes observable inputs which reflect quoted prices for identical assets or liabilities in active markets at the measurement date.

•Level 2 includes observable inputs for assets or liabilities other than quoted prices included in Level 1, and it includes valuation techniques which use prices for similar assets and liabilities.

•Level 3 includes unobservable inputs which reflect the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The Company utilizes a nationally recognized pricing service to estimate the majority of its investment portfolio’s fair value. The Company obtains one price per security. The Company’s processes and control procedures are designed to ensure the price is accurately recorded on an unadjusted basis. Through discussions with the pricing service, the Company obtains an understanding of the methodologies used to price the different types of securities, that the data and the valuation methods utilized are appropriate and consistently applied, and that the assumptions are reasonable and representative of fair value. To validate the reasonableness of the valuations obtained from the pricing service, the Company compares the valuations received to other fair value pricing from other independent pricing sources. At December 31, 2020 and 2019, the Company did not adjust any of the prices received from the pricing service.

The following sections describe the valuation methods used by the Company for each type of financial instrument carried at fair value.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Fixed Maturities

The Company utilizes a nationally recognized third party pricing service to estimate fair value measurements for the majority of its fixed maturities. The fair value estimate of the Company’s fixed maturity investments are determined by evaluations that are based on observable market information rather than market quotes. Inputs to the evaluations include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, and other market-observable information. The fixed maturity portfolio pricing obtained from the pricing service is reviewed for reasonableness. The Company regularly selects a sample of security prices which are compared to one or more alternative pricing sources for reasonableness. Any significant discrepancies with the pricing are returned to the pricing service for further explanation and, if necessary, adjustments are made. To date, the Company has not identified any significant discrepancies in the pricing provided by its third party pricing service. Investments valued using these inputs include U.S. treasury securities and obligations of U.S. government agencies, obligations of states and political subdivisions, corporate securities (except for a security discussed below), and U.S. government agencies' mortgage-backed securities. All unadjusted estimates of fair value for fixed maturities priced by the pricing service are included in the amounts disclosed in Level 2 of the hierarchy. If market inputs are unavailable, then no fair value is provided by the pricing service. For these securities, fair value is determined either by requesting brokers who are knowledgeable about these securities to provide a quote; or the Company internally determines the fair values by employing widely accepted pricing valuation models, and depending on the level of observable market inputs, renders the fair value estimate as Level 2 or Level 3.

Equities

The fair value of each equity security is based on an observable market price for an identical asset in an active market and is priced by the same pricing service discussed above. All equity securities are recorded using unadjusted market prices and have been disclosed in Level 1.

Other Invested Assets

Included in other invested assets is 1 international fund (“the fund”) that invests in equity securities of foreign issuers and is managed by third party investment managers. The fund had a fair value of $55.8 million and $56.4 million at December 31, 2020 and 2019, respectively, which was determined using the fund’s net asset value. The Company employs procedures to assess the reasonableness of the fair value of the fund including obtaining and reviewing the fund’s audited financial statements. There is no unfunded commitment related to the fund. The Company may not sell its investment in the fund; however, the Company may redeem all or a portion of its investment in the fund at net asset value per share with the appropriate prior written notice. In accordance with Accounting Standard Codification 820-10, this investment is measured at fair value using the net asset value per share practical expedient and has not been classified in the fair value hierarchy. Fair values presented here are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.

The remainder of the Company’s other invested assets consist of holdings in publicly-traded mutual funds. The Company believes that its prices for these publicly-traded mutual funds, based on an observable market price for an identical asset in an active market, reflect their fair values and consequently these securities have been disclosed in Level 1.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following tables set forth the Company’s investments within the fair value hierarchy at December 31, 2020 and 2019:


($ millions)	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)
December 31, 2020
Available-for-sale fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	551.7	$	0	$	551.7
Obligations of states and political subdivisions	541.5		0		541.5
Corporate securities	483.3		0		483.3
U.S. government agencies mortgage-backed securities	660.7		0		660.7
Total available-for-sale fixed maturities	2,237.2		0		2,237.2
Equity securities:
Large-cap securities	134.2		134.2		0

Mutual and exchange traded funds	255.5		255.5		0
Total equity securities	389.7		389.7		0
Other invested assets	15.3		15.3		0
Total investments	$	2,642.2	$	405.0	$	2,237.2


($ millions)	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)
December 31, 2019
Fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	578.5	$	0	$	578.5
Obligations of states and political subdivisions	425.4		0		425.4
Corporate securities	471.8		0		471.8
U.S. government agencies mortgage-backed securities	652.7		0		652.7
Total fixed maturities	2,128.4		0		2,128.4
Equity securities:
Large-cap securities	104.4		104.4		0

Mutual and exchange traded funds	290.8		290.8		0
Total equity securities	395.2		395.2		0
Other invested assets	13.3		13.3		0
Total investments	$	2,536.9	$	408.5	$	2,128.4

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Financial Instruments Disclosed, But Not Carried, At Fair Value

Other Invested Assets

Included in other invested assets are common stock of the Federal Home Loan Bank of Cincinnati (the “FHLB”), and the Trust Securities (as defined in Note 9b). The Trust Securities and FHLB common stock are carried at cost, which approximates fair value. The fair value of the FHLB common stock at December 31, 2020 was $11.6 million and the fair value of the Trust Securities were $0.5 million. Both investments have been placed in Level 3 of the fair value hierarchy.

Notes Receivable from Affiliates

In May 2019, the Company refinanced its two prior credit agreements with State Auto Mutual at an interest rate of 4.05%, with principal payable in May 2029. The Company estimates the fair value of the notes receivable from affiliates using market quotations for U.S. treasury securities with similar maturity dates and applies an appropriate credit spread. This has been placed in Level 2 of the fair value hierarchy.


($ millions, except interest rates)	December 31, 2020						December 31, 2019
	Carrying value		Fair value		Interest rate		Carrying value		Fair value		Interest rate
Notes receivable from affiliate, issued May 2019	$	70.0	$	80.4	4.05	%	$	70.0	$	74.6	4.05	%

Notes Payable

Included in notes payable are the FHLB Loans (as defined in Note 10) and Subordinated Debentures. The Company estimates the fair value of the FHLB Loans by discounting cash flows using a borrowing rate currently available to the Company for a loan with similar terms. The FHLB Loans have been placed in Level 3 of the fair value hierarchy. The carrying amount of the Subordinated Debentures approximates its fair value as the interest rate adjusts quarterly and has been disclosed in Level 3.


($ millions, except interest rates)	December 31, 2020						December 31, 2019
	Carrying value		Fair Value		Interest rate		Carrying value		Fair value		Interest rate
FHLB Loan due 2021:, issued $21.5, September 2016 with fixed interest	$	0	$	0	0	%	$	21.5	$	21.5	1.73	%
FHLB Loan due 2030: issued $21.5, September 2020 with fixed interest	21.5		21.6		1.37	%	0		0		0	%
FHLB Loan due 2033: issued $85.0, May 2018 with fixed interest	85.3		107.1		3.96	%	85.3		97.8		3.96	%
Affiliate Subordinated Debentures due 2033: issued $15.5, May 2003 with variable interest	15.3		15.3		4.43	%	15.2		15.2		6.11	%
Total notes payable	$	122.1	$	144.0			$	122.0	$	134.5

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

5. Losses and Loss Expenses Payable

The following table sets forth the activity in the liability for losses and loss expenses for the years ended December 31:


($ millions)	2020		2019		2018
Losses and loss expenses payable, at beginning of year	$	1,066.5	$	1,146.8	$	1,255.6
Less: reinsurance recoverable on losses and loss expenses payable	13.6		5.5		3.1
Net balance at beginning of year	1,052.9		1,141.3		1,252.5
Incurred related to:
Current year	1,008.2		913.5		876.6
Prior years	(35.6)		(68.7)		(80.2)
Total incurred	972.6		844.8		796.4
Paid related to:
Current year	599.5		530.4		456.5
Prior years	399.9		402.8		451.1
Total paid	999.4		933.2		907.6
Net balance at end of year	1,026.1		1,052.9		1,141.3
Plus: reinsurance recoverable on losses and loss expenses payable	24.3		13.6		5.5
Losses and loss expenses payable	$	1,050.4	$	1,066.5	$	1,146.8

The Company recorded favorable development related to prior years’ loss and loss expense reserves in 2020 of $35.6 million. Favorable development of prior accident years' non-catastrophe loss and ALAE reserves was due to $78.4 million of favorable development in the commercial insurance segment. In the commercial insurance segment, all products developed favorably, with workers' compensation, small commercial package and middle market commercial contributing $24.9 million, $23.0 million and $16.7 million, respectively. Partially offsetting the favorable development was adverse development in the personal insurance segment and specialty run-off, which contributed $21.7 million and $5.2 million, respectively. The adverse development in the personal insurance segment was primarily driven by personal auto, which contributed $20.3 million of adverse development. The personal auto adverse development was driven by higher than expected severity of bodily injury claims from multiple accident years. The specialty run-off adverse development primarily related to an adverse court decision for an E&S casualty claim from 2016. Partially offsetting the favorable development of prior years' non-catastrophe loss and ALAE reserves was adverse development in catastrophe loss and ALAE reserves of $13.4 million driven by $12.4 million of adverse development in E&S property related to Hurricane Irma.

The Company recorded favorable development related to prior years’ loss and loss expense reserves in 2019 of $68.7 million. Favorable development of prior accident years' non-catastrophe loss and ALAE reserves was due to $71.3 million of favorable development in the personal and commercial insurance segments. In the personal insurance segment, personal auto contributed $10.7 million of favorable development, primarily from the 2018 and 2017 accident years. In the commercial insurance segment, workers' compensation, small commercial package, and middle market commercial contributed $20.9 million, $15.2 million, and $11.8 million, respectively, of favorable development from multiple accident years. The favorable development from prior years' non-catastrophe loss and ALAE reserves was partially offset by $5.7 million of adverse development in catastrophe reserves driven by $10.7 million of adverse development from specialty run-off, primarily from the 2017 accident year.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The Company recorded favorable development related to prior years’ loss and loss expense reserves in 2018 of $80.2 million. Favorable development of prior accident years' non-catastrophe loss and ALAE reserves was due to $79.7 million of favorable development in the personal and commercial insurance segments. In the personal insurance segment, personal auto contributed $24.4 million of favorable development primarily driven by lower than anticipated severity emerging from accident years 2016 and 2017, and homeowners contributed favorable development of $7.3 million, spread across several accident years. In the commercial insurance segment, workers' compensation, small commercial package, commercial auto, and middle market commercial contributed $13.3 million, $9.6 million, $8.4 million, and $8.0 million, respectively, of favorable development. Slightly offsetting the favorable development was adverse development in the specialty insurance segment of $3.1 million, primarily driven by E&S casualty and programs with adverse development of $2.7 million and $1.2 million, respectively. The E&S casualty adverse development for prior accident years was due primarily to development within our healthcare and umbrella books of business. The programs adverse development for prior accident years was driven by increased ultimate loss estimates for commercial auto liability and contractors liability coverages. Favorable development of prior years' unallocated loss adjustment expenses was $7.1 million of the 2018 development.

6. Short-Duration Insurance Contracts

The following tables set forth:

•undiscounted, incurred and paid claims and allocated claim adjustment expenses by accident year, on a net basis after reinsurance;

•the sum of IBNR claims liabilities + expected development on reported claims ("IBNR+") included within the incurred claims development tables, for each accident year, for the most recent reporting period;

•cumulative claim frequency information for each accident year; and

•average annual percentage payout of incurred claims by age, net of reinsurance.

The above information is provided for each of the Company’s reportable insurance segments and specialty run-off and then is further disaggregated between short and long-tail where "tail" refers to the time period between the occurrence of a loss and the ultimate settlement of the claims. See Note 18 for discussion of the Company’s reportable segments.

The personal insurance segment generally consists of only short-tail business, whereas the commercial insurance segment and specialty run-off have both short and long-tail business. The Company determined that these disaggregated groupings have more homogeneous risk characteristics with similar development patterns and are generally subject to similar trends.

Long-Tail Business: For long-tail business, a material portion of claims may not be settled within five years. Reserve estimates for long-tail business use the same methods listed above along with several other methods as determined by the actuary. For example, premium-based methods may be used in developing ultimate loss estimates, including the Expected Loss Ratio and Bornhuetter-Ferguson methods.

Cumulative Claim Frequency: Cumulative claim frequency is defined as the cumulative number of reported claims ("reported claims"). Reported claims include claims that do not result in a liability (e.g. those below a deductible). Reported claims disclosed in the tables below are for the State Auto Group and have not been pooled (see Note 9a for additional information regarding the Pooling Arrangement).

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Personal Insurance Segment - Short-Tail

The change in incurred losses and loss adjustment expenses for prior accident years was due to higher than expected emergence of all personal insurance products. The emergence was primarily attributable to higher severity for bodily injury claims from the 2017, 2018 and 2019 accident years.



($ in millions except number of claims)

	Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance										As of December 31, 2020

	For the Years Ended December 31,
Accident Year	2016*		2017*		2018*		2019*		2020		IBNR+		Reported Claims (1)

2016	$	368.5	$	370.0	$	361.4	$	360.8	$	361.4	$	0.9	151,620
2017			372.4		355.0		351.9		356.0		1.3		151,727
2018					418.5		411.4		418.2		4.4		154,705
2019							497.5		508.2		21.0		163,378
2020									509.3		87.4		123,234
							Total		$	2,153.1

* Supplementary information and unaudited


(1) Personal insurance segment - short-tail is an aggregation of the homeowners and personal auto product lines. Homeowners reported claims are counted by claimant and personal auto claims are counted by coverage.



($ in millions)

	Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance

	For the Years Ended December 31,
Accident Year	2016*		2017*		2018*		2019*		2020

2016	$	231.9	$	316.2	$	342.6	$	352.1	$	356.5
2017			236.8		315.8		335.7		347.9
2018					276.4		375.1		400.2
2019							343.7		457.7
2020									344.4
							Total		$	1,906.7
All outstanding liabilities before 2016, net of reinsurance									$	3.8
Losses and allocated loss adjustment expenses payable, net of reinsurance									$	250.2

* Supplementary information and unaudited

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Commercial Insurance Segment - Short-Tail

The change in incurred losses and loss adjustment expenses for prior accident years was primarily driven by lower than expected emergence for the small commercial package and middle market commercial products. The emergence in these products was driven by lower than expected bodily injury claim severity from multiple accident years.


($ in millions except number of claims)

	Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance										As of December 31, 2020
	For the Years Ended December 31,
Accident Year	2016*		2017*		2018*		2019*		2020		IBNR+		Reported Claims(1)

2016	$	237.0	$	227.6	$	225.2	$	220.6	$	217.2	$	6.0	34,872
2017			236.8		225.5		215.9		209.1		9.0		32,101
2018					228.4		216.4		207.3		17.7		31,055
2019							248.2		236.1		44.1		32,362
2020									328.2		75.0		29,540
							Total		$	1,197.9

* Supplementary information and unaudited
(1) Commercial insurance segment - short-tail is an aggregation of the commercial auto, small commercial package, middle market commercial and farm & ranch product lines. Commercial auto reported claims are counted by coverage and small commercial package, middle market commercial and farm & ranch reported claims are counted by claimant.


($ in millions)

	Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance

	For the Years Ended December 31,

Accident Year	2016*		2017*		2018*		2019*		2020

2016	$	99.2	$	147.3	$	176.7	$	196.1	$	204.2
2017			104.9		153.9		175.5		188.0
2018					98.7		144.6		161.0
2019							108.4		159.7
2020									170.6
							Total		$	883.5
All outstanding liabilities before 2016, net of reinsurance									$	34.9
Losses and allocated loss adjustment expenses payable, net of reinsurance									$	349.3

* Supplementary information and unaudited

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Commercial Insurance Segment - Long-Tail

The change in incurred losses and loss adjustment expenses for prior accident years was due to lower than expected emergence in the workers’ compensation product, primarily driven by lower than expected severity from multiple accident years.


($ in millions except number of claims)
	Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance																				As of December 31, 2020
	For the Years Ended December 31,
Accident Year	2011*		2012*		2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020		IBNR+		Reported Claims(1)

2011	$	44.6	$	47.4	$	45.5	$	44.8	$	44.8	$	44.9	$	43.9	$	42.9	$	42.3	$	41.7	$	1.9	12,228
2012			49.7		45.8		43.7		44.1		43.9		42.9		41.7		40.5		39.8		2.1		12,762
2013					48.7		45.4		44.1		43.4		42.9		41.5		40.5		39.2		3.5		11,319
2014							51.6		50.0		47.1		45.7		45.3		43.4		41.0		4.8		11,570
2015									59.7		59.4		56.5		53.7		51.3		48.7		6.7		11,161
2016											62.6		60.6		57.2		53.9		49.5		9.2		12,453
2017													59.0		56.4		53.7		49.1		8.7		12,574
2018															56.4		53.6		49.3		11.6		12,541
2019																	54.4		52.9		13.3		12,045
2020																			55.5		26.0		10,851
																	Total		$	466.7

* Supplementary information and unaudited
(1) Commercial insurance segment-long-tail consists of the workers' compensation product. Workers' compensation reported claims are counted by a combination of claimant and coverage.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)


($ in millions)

	Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance

	For the Years Ended December 31,
Accident Year	2011*		2012*		2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020

2011	$	12.4	$	25.4	$	31.9	$	35.0	$	36.9	$	37.7	$	38.1	$	38.6	$	38.9	$	39.0
2012			12.6		23.5		29.8		32.7		34.7		35.8		36.4		36.6		36.8
2013					12.3		23.3		29.0		32.3		33.7		34.2		34.4		34.6
2014							12.4		24.4		30.0		32.8		34.1		34.6		35.0
2015									13.9		28.2		35.7		38.3		39.5		40.2
2016											12.6		26.8		32.3		35.6		37.0
2017													13.2		27.0		32.8		36.8
2018															13.2		26.4		32.5
2019																	14.7		29.2
2020																			13.3
																			$	334.4
					All outstanding liabilities before 2011, net of reinsurance														$	30.6
					Losses and allocated loss adjustment expenses payable, net of reinsurance														$	162.9

* Supplementary information and unaudited

Specialty run-off - Short-Tail

The change in incurred losses and loss adjustment expenses for prior accident years was due to increases in estimates for claims related to Hurricane Irma.


($ in millions except number of claims)

	Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance										As of December 31, 2020

	For the Years Ended December 31,
Accident Year	2016*		2017*		2018*		2019*		2020		IBNR+		Reported Claims(1)

2016	$	99.3	$	99.5	$	102.7	$	105.7	$	105.3	$	5.3	9,413
2017			134.2		129.7		138.3		150.6		16.3		11,340
2018					18.5		20.5		19.8		2.4		2,410
2019							1.0		1.1		0		61
2020									0.3		0.1		13
							Total		$	277.1

* Supplementary information and unaudited
(1) Specialty run-off-short-tail is an aggregation of the E&S Property and programs product lines. E&S Property and programs reported claims are counted by claimant.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)


($ in millions)

	Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance

	For the Years Ended December 31,

Accident Year	2016*		2017*		2018*		2019*		2020

2016	$	25.2	$	50.2	$	69.9	$	87.4	$	96.0
2017			39.0		77.5		101.2		121.3
2018					6.3		10.7		13.3
2019							0.5		0.9
2020									0.1
							Total		$	231.6
	All outstanding liabilities before 2016, net of reinsurance								$	13.7
	Losses and allocated loss adjustment expenses payable, net of reinsurance								$	59.2

* Supplementary information and unaudited

Specialty run-off - Long-Tail

The change in incurred losses and loss adjustment expenses for prior accident years was primarily related to an adverse court decision relating to an E&S casualty claim from accident year 2016.



($ in millions except number of claims)

	Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance																				As of December 31, 2020

	For the Years Ended December 31,
Accident Year	2011*		2012*		2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020		IBNR+		Reported Claims(1)

2011	$	11.9	$	10.7	$	10.7	$	10.2	$	10.1	$	10.9	$	10.5	$	9.7	$	9.5	$	9.5	$	0.8	1,250
2012			16.7		16.7		15.4		17.6		17.4		16.5		16.0		16.1		16.2		$	0.6	1,199
2013					20.1		18.9		17.9		16.5		15.9		15.3		15.0		15.4		$	1.0	1,562
2014							23.3		25.2		27.1		28.3		29.5		30.0		31.0		2.6		2,030
2015									38.6		44.9		44.8		45.7		45.0		48.6		6.3		3,167
2016											60.8		62.9		64.8		64.3		70.2		10.6		9,505
2017													71.6		73.1		70.5		66.3		20.6		9,245
2018															53.0		53.3		51.5		21.5		6,203
2019																	4.1		4.6		4.2		2,352
2020																			0.2		0.2		19
																	Total		$	313.5

* Supplementary information and unaudited
(1) Specialty run-off-long-tail consists of the E&S Casualty product line. E&S Casualty reported claims are counted by claimant.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)


($ in millions)

	Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance

	For the Years Ended December 31,
Accident Year	2011*		2012*		2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020

2011	$	0.9	$	3.0	$	5.2	$	6.6	$	7.1	$	7.9	$	8.1	$	8.4	$	8.6	$	8.7
2012			0.9		4.0		7.3		10.3		12.5		14.0		14.1		14.7		14.9
2013					1.1		3.7		6.7		9.0		10.5		12.0		13.3		13.6
2014							1.2		7.2		12.5		16.7		21.5		24.2		25.7
2015									2.7		10.9		20.6		29.1		34.7		36.9
2016											6.0		15.7		31.5		39.7		53.5
2017													5.5		16.4		25.2		35.7
2018															2.7		12.8		20.6
2019																	0.1		0.5
2020																			0
																	Total		$	210.1
					All outstanding liabilities before 2011, net of reinsurance														$	3.8
					Losses and allocated loss adjustment expenses payable, net of reinsurance														$	107.3

* Supplementary information and unaudited

The following table sets forth the reconciliation of the claims development tables to the balance sheet losses and loss expenses payable, with separate disclosure of unallocated loss adjustment expenses, net of reinsurance ("ULAE") and reinsurance recoverable on losses and loss expenses payable, for the years ended December 31:


($ in millions)	2020		2019		2018
Net losses and allocated loss adjustment expenses payable:
Personal Insurance Segment
Short-tail	$	250.2	$	220.6	$	216.0
Other personal	14.9		14.4		13.5
Commercial Insurance Segment
Short-tail	349.3		330.8		336.4
Long-tail	162.9		174.2		182.1
Other commercial	25.5		30.9		27.4
Specialty run-off
Short-tail	59.2		84.9		128.5
Long-tail	107.3		139.1		177.6
Net losses and loss expenses payable	969.3		994.9		1,081.5
ULAE	56.8		58.0		59.8
Reinsurance recoverable on losses and loss expenses payable	24.3		13.6		5.5
Total losses and loss expenses payable	$	1,050.4	$	1,066.5	$	1,146.8

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the historical average annual payout of incurred losses and allocated loss adjustment expenses (claims duration) for short-duration contracts, based on the disaggregated information in the paid loss development tables, net of reinsurance:


	Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
	Years
Segment	1*		2*		3*		4*		5*		6*		7*		8*		9*		10*
Personal Insurance:
Short-tail	66.4	%	22.9	%	6.3	%	3.0	%	1.2	%	N/A		N/A		N/A		N/A		N/A
Commercial Insurance:
Short-tail	48.3	%	22.4	%	10.6	%	7.5	%	3.7	%	N/A		N/A		N/A		N/A		N/A
Long-tail	28.2	%	28.5	%	13.8	%	7.2	%	3.6	%	1.7	%	1.0	%	0.8	%	0.5	%	0.3	%
Specialty run-off:
Short-tail	32.5	%	27.5	%	15.7	%	15.0	%	8.2	%	N/A		N/A		N/A		N/A		N/A
Long-tail	5.6	%	16.9	%	19.0	%	15.2	%	12.5	%	8.1	%	3.8	%	3.0	%	2.2	%	0.4	%

* Supplementary information and unaudited

7. Reinsurance

In the ordinary course of business, the Company assumes and cedes reinsurance with other insurers and reinsurers and is a member in various pools and associations. See Note 9a for discussion of reinsurance with affiliates. The voluntary arrangements provide greater diversification of business and limit the maximum net loss potential arising from large risks and catastrophes. Most of the ceded reinsurance is effected under reinsurance contracts known as treaties; the remainder is by negotiation on individual risks. Although the ceding of reinsurance does not discharge the original insurer from its primary liability to its policyholder, the insurance company that assumes the coverage assumes the related liability.

Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured business. The recoverability of these assets depends on the reinsurers’ ability to perform under the reinsurance agreements. The Company evaluates and monitors the financial condition and concentrations of credit risk associated with its reinsurers under voluntary reinsurance arrangements to minimize its exposure to significant losses from reinsurer insolvencies. The Company has reported ceded losses and loss expenses payable and prepaid reinsurance premiums with other insurers and reinsurers as assets. All reinsurance contracts provide for indemnification against loss or liability relating to insurance risk and have been accounted for as reinsurance.

Effective June 1, 2017, State Auto P&C entered into a quota share agreement with Home State to assume 100% of the business issued under this agreement, defined as Texas Private Passenger Automobile. Home State receives a variable fee (capped at 2%) in consideration for this arrangement.

The following table sets forth the effect of the Company’s external reinsurance on its balance sheets at December 31, 2020 and 2019, prior to the reinsurance transaction with State Auto Mutual under the Pooling Arrangement, as discussed in Note 9a:


($ millions)	2020		2019
Losses and loss expenses payable:
Direct	$	581.3	$	540.1
Assumed	30.3		25.6
Ceded	(24.3)		(13.6)
Net losses and loss expenses payable	$	587.3	$	552.1
Unearned premiums:
Direct	$	507.7	$	495.8
Assumed	39.5		36.7
Ceded	(8.3)		(7.5)
Net unearned premiums	$	538.9	$	525.0

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the effect of the Company’s external reinsurance on its income statements for the years ended December 31, 2020, 2019 and 2018, prior to the reinsurance transaction with State Auto Mutual under the Pooling Arrangement, as discussed in Note 9a:


($ millions)	2020		2019		2018
Written premiums:
Direct	$	1,080.5	$	1,036.9	$	915.1
Assumed	87.6		82.5		75.1
Ceded	(39.8)		(31.9)		(23.1)
Net written premiums	$	1,128.3	$	1,087.5	$	967.1
Earned premiums:
Direct	$	1,067.6	$	976.8	$	881.3
Assumed	84.8		81.3		61.0
Ceded	(39.0)		(31.0)		(23.0)
Net earned premiums	$	1,113.4	$	1,027.1	$	919.3
Losses and loss expenses incurred:
Direct	$	789.0	$	631.4	$	572.5
Assumed	56.8		59.6		48.4
Ceded	(57.6)		(15.6)		(4.9)
Net losses and loss expenses incurred	$	788.2	$	675.4	$	616.0

8. Current Expected Credit Losses

The Company is exposed to third-party credit risk both directly through its cessions to reinsurers and indirectly through its participation in the Pooling Arrangement. In addition to exposure to credit risk on reinsurance recoverables, the Company is also exposed to credit risk on amounts due from insureds and agents through the Pooling Arrangement. When settling the intercompany balances, State Auto Mutual provides the STFC Pooled Companies with full credit for the net premiums written and net losses paid during the quarter and retains all receivable amounts from insureds and agents and reinsurance recoverable on paid losses from unaffiliated reinsurers.

At December 31, 2020, the determination of the allowance for credit losses for premiums receivable and reinsurance recoverables included considerations for the potential impacts of the COVID-19 pandemic on the Company's ability to collect balances due from its insureds, agents, and reinsurers.

Reinsurance recoverables

The State Auto Group monitors the credit quality of its reinsurance recoverables through the use of A.M. Best’s Financial Strength rating ("FSR"), or in the absence of an FSR consideration of credit ratings issued by approved rating agencies such as S&P, Moody’s, or Fitch. At December 31, 2020, the determination of the allowance for credit losses on reinsurance recoverables included analysis of (i) reinsurance recoverable balances by reinsurer FSR, (ii) estimated payment patterns associated with the claims underlying the reinsurance balances and (iii) historical default rates by reinsurer FSR as published by A.M. Best. In addition to the quantitative analysis, qualitative factors considered include but are not limited to (i) global reinsurer capital level, (ii) reinsurance market trends, (iii) the low interest rate environment and (iv) the stressed global economy, including the impact of COVID-19. The allowance for credit losses is included in the "reinsurance recoverables on losses and loss expenses payable" and "losses and loss expenses payable" line items in the Company's condensed consolidated balance sheets. The Company’s allowance for credit losses for reinsurance recoverables at December 31, 2020 was $0.9 million.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the amortized cost of the Company's direct third-party reinsurance recoverables by FSR, net of the allowance for credit losses, at December 31, 2020:


($ millions)	Amortized Cost
Financial strength rating:
A++	$	1.1
A+	9.5
A	13.7





Reinsurance recoverable on losses and loss expenses payable, net of allowance for credit losses	$	24.3

Premiums Receivables

Management utilizes an aging schedule to estimate an allowance for uncollectible amounts relating to the State Auto Pool premiums receivable balance including the Company's billed and due premium from its policyholders. In addition to reliance upon recent and historical collection trends, determination of the allowance for uncollectible premiums receivable at December 31, 2020 included consideration of other factors, including macro-economic conditions and trends, in particular the estimated impact of COVID-19. Credit risk is partially mitigated by the State Auto Group's ability to cancel a policy if the policyholder does not pay the premium due. Pursuant to the Pooling Arrangement, bad debt expense for uncollectible premiums receivable is allocated to pool members on the basis of pool participation and is included in the quarterly settlement of intercompany balances. Bad debt expense is included in "other expenses" on the condensed consolidated statements of income and reflected in “due to/from affiliates” on the Company's condensed consolidated balance sheets.

The following table sets forth the changes in the Company's share of the allowance for uncollectible premiums receivable for the twelve months ended December 31, 2020:


($ millions)	Allowance for credit losses
Beginning balance at January 1, 2020	$	4.3
Current period provision	8.2
Writeoffs	(5.4)

Ending balance at December 31, 2020	$	7.1

9. Transactions with Affiliates

a. Reinsurance

The insurance subsidiaries of State Auto Financial, including State Auto P&C, Milbank and SA Ohio (collectively referred to as the “STFC Pooled Companies”) participate in a quota share reinsurance pooling arrangement (“the Pooling Arrangement”) with State Auto Mutual and its subsidiaries and affiliates, State Auto Insurance Company of Wisconsin, Meridian Security Insurance Company, Patrons Mutual Insurance Company of Connecticut, Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company and Bloomington Compensation Insurance Company, (collectively referred to as the “Mutual Pooled Companies”). RIC, Plaza, American Compensation and Bloomington Compensation are referred to as the “Rockhill Insurers.” The STFC Pooled Companies, the Mutual Pooled Companies and the Rockhill Insurers are collectively referred to as the “State Auto Group.”

In general, under the Pooling Arrangement, the STFC Pooled Companies and the Mutual Pooled Companies other than State Auto Mutual cede to State Auto Mutual all of their insurance business and assume from State Auto Mutual an amount equal to their respective participation percentages in the Pooling Arrangement. All premiums, losses and loss expenses and underwriting expenses are allocated among the participants on the basis of each Company’s participation percentage in the Pooling Arrangement. The Pooling Arrangement provides indemnification against loss or liability relating to insurance risk and has been accounted for as reinsurance.

The Pooling Arrangement does not relieve each individual pooled subsidiary of its primary liability as the originating insurer; consequently, there is a concentration of credit risk arising from business ceded to State Auto Mutual. As the Pooling

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Arrangement provides for the right of offset, the Company has reported losses and loss expenses payable and prepaid reinsurance premiums to State Auto Mutual as assets only in situations when net amounts ceded to State Auto Mutual exceed net amounts assumed. All parties that participate in the Pooling Arrangement have an A.M. Best rating of A- (Excellent).

The following table sets forth the reinsurance transactions on the Company’s balance sheets for the Pooling Arrangement between the STFC Pooled Companies and State Auto Mutual at December 31, 2020 and 2019:


($ millions)	2020		2019
Assets
Deferred policy acquisition costs:
Ceded	$	(92.1)	$	(90.9)
Assumed	122.2		111.1
Net assumed	$	30.1	$	20.2

Liabilities
Losses and loss expenses payable:
Ceded	$	(587.3)	$	(552.1)
Assumed	1,026.1		1,052.9
Net assumed	$	438.8	$	500.8
Unearned premiums:
Ceded	$	(262.7)	$	(225.9)
Assumed	715.1		641.7
Net assumed	$	452.4	$	415.8




Other liabilities:
Ceded	$	(77.1)	$	(77.8)
Assumed	99.5		94.0
Net assumed	$	22.4	$	16.1

The following table sets forth the reinsurance transactions on the Company’s income statements for the Pooling Arrangement between the STFC Pooled Companies and State Auto Mutual for the years ended December 31, 2020, 2019 and 2018:


($ millions)	2020		2019		2018
Written premiums:
Ceded	$	(1,128.3)	$	(1,088.1)	$	(966.8)
Assumed	1,456.3		1,315.3		1,209.9
Net assumed	$	328.0	$	227.2	$	243.1
Earned premiums:
Ceded	$	(1,113.4)	$	(1,027.7)	$	(919.0)
Assumed	1,380.9		1,250.2		1,237.6
Net assumed	$	267.5	$	222.5	$	318.6
Losses and loss expenses incurred:
Ceded	$	(789.7)	$	(677.2)	$	(617.6)
Assumed	973.9		846.5		798.1
Net assumed	$	184.2	$	169.3	$	180.5
Acquisition and operating expenses:
Ceded	(374.8)		(370.0)		(341.1)
Assumed	477.4		439.1		449.8
Net assumed	$	102.6	$	69.1	$	108.7

Intercompany Balances

Premiums are recognized as earned pro rata over the policy period. Unearned premiums represent the portion of premiums written relative to the unexpired terms of coverage.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

pool participants, and then it settles the intercompany balances generated by these transactions with the pool participants within 60 days following each quarter end. When settling the intercompany balances, State Auto Mutual provides the pool participants with full credit for their share of the Pooled Companies net premiums written during the quarter.

Management utilizes an aging schedule to estimate an allowance for uncollectible amounts relating to the State Auto Group’s premiums receivable balance. Current and historical collection experience along with reasonable and supportable forecasts are used to estimate the percentage of the premiums receivable balance that will be uncollectible. Credit risk is partially mitigated by the State Auto Group's ability to cancel the policy if the policyholder does not pay the premium. Pursuant to the Pooling Arrangement, bad debt expense for uncollectible premiums receivable is allocated to pool members on the basis of pool participation and is included in the quarterly settlement of intercompany balances. This is included in "other expenses" on the condensed consolidated statements of income and reflected in “due to/from affiliates” on the Company's condensed consolidated balance sheets. The Company’s share of the premium balances due to State Auto Mutual from agents and insureds at December 31, 2020 and 2019 is approximately $389.4 million and $371.0 million, respectively, net of the allowance for uncollectible premiums receivable of $7.1 million and $4.3 million, respectively.

b. Notes Payable

In May 2003, State Auto Financial formed a Delaware business trust (the “Capital Trust”) to issue $15.0 million of mandatorily redeemable preferred capital securities to a third party and $0.5 million of common securities to State Auto Financial (the capital and common securities are collectively referred to as the “Trust Securities”). The Capital Trust loaned $15.5 million, the proceeds from the issuance of its Trust Securities, to State Auto Financial in the form of Floating Rate Junior Subordinated Debt Securities due in 2033 (the “Subordinated Debentures”). The Subordinated Debentures and interest accrued thereon are the Capital Trust’s only assets. Interest on the Trust Securities is payable quarterly at a rate equal to the three-month LIBOR rate plus 4.20% adjusted quarterly (total 4.43% at December 31, 2020). Because the interest rate and interest payment dates on the Subordinated Debentures are the same as the interest rate and interest payment dates on the Trust Securities, payments from the Subordinated Debentures finance the distributions paid on the Trust Securities. State Auto Financial has the right to redeem the Subordinated Debentures, in whole or in part, on or after May 2008. State Auto Financial has unconditionally and irrevocably guaranteed payment of any required distributions on the capital securities, the redemption price when the capital securities are to be redeemed, and any amounts due if the Capital Trust is liquidated or terminated. State Auto Financial’s equity interest in the Capital Trust is included in other invested assets. In accordance with the Consolidation Topic of the FASB ASC 810, State Auto Financial determined that the business trust is a variable interest entity for which it is not the primary beneficiary and therefore, does not consolidate the Capital Trust with the Company.

c. Notes Receivable

In May 2009, the Company entered into 2 separate credit agreements with State Automobile Mutual Insurance Company pursuant to which it loaned State Auto Mutual $70.0 million at an interest rate of 7.00%. In May 2019, the Company refinanced the two credit agreements with State Auto Mutual at an interest rate of 4.05%, with principal payable in May 2029. There is no prepayment penalty, and no collateral was given as security for the payment for these loans.

Pursuant to these agreements, the Company earned interest of $2.8 million for the year ended December 31, 2020 and $3.6 million and $4.9 million for the years ended December 31, 2019 and 2018, respectively. See Note 4 for the notes receivable fair value discussion.

d. Management Services

Stateco provides State Auto Mutual and its affiliates investment management services. Investment management income is recognized quarterly based on a percentage of the average fair value of investable assets and the equity portfolio performance of each company managed. Revenue related to these services amounted to $2.0 million, $2.1 million and $2.0 million in 2020, 2019 and 2018, respectively, and is included in other income (affiliates) on the consolidated statements of income.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

10. Notes Payable and Open Line of Credit

FHLB Loans

State Auto Financial’s subsidiary, State Auto P&C, is a member of the Federal Home Loan Bank of Cincinnati (the “FHLB”). On September 2, 2020 State Auto P&C retired its five-year term loan with the FHLB in the amount of $21.5 million and maturing September 2, 2021 and replaced it with a new ten-year term loan with the FHLB in the amount of $21.5 million (the "2020 FHLB Loan"). The 2020 FHLB Loan is at a fixed rate of interest of 1.37%, provides for interest-only payments during its term, with principal due in full at maturity, and may be prepaid without penalty after five years and each of the succeeding six months thereafter. The 2020 FHLB Loan is fully secured by a pledge of specific investment securities of State Auto P&C. State Auto P&C also has a fifteen-year $85.0 million loan (the "2018 FHLB loan") with a fixed interest rate of 3.96%. The 2018 FHLB loan provides for interest-only payments during its term, with principal due in full at maturity. Prepayment of the 2018 FHLB Loan would require a prepayment fee.

The 2018 and 2020 FHLB Loans are fully secured by a pledge of specific investment securities of State Auto P&C.

On March 19, 2020, State Auto P&C entered into a short-term loan arrangement with the FHLB in the principal amount of $60.0 million. This loan arrangement, known as REPO based advances, was for general corporate purposes and was intended to provide additional liquidity to State Auto P&C. The REPO based advances were repaid in full on September 22, 2020, and this loan arrangement was terminated.

FHLB Line of Credit

State Auto P&C has an Open Line of Credit Commitment (the "OLC") with the FHLB that provides State Auto P&C with a $100.0 million one-year open line of credit available for general corporate purposes. The OLC matures in April 2021. Draws under the OLC are to be funded at a daily variable rate advance with a term of no more than 180 days with interest payable monthly. All advances under the OLC are to be fully secured by a pledge of specific investment securities of State Auto P&C. As of December 31, 2020, no advances had been made under the OLC.

11. Federal Income Taxes

The Company has foreign tax credit carryforwards of $0.3 million which will expire in 2021. The Company believes it is more likely than not that the benefit from these foreign tax credit carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $0.3 million on the deferred tax assets related to these foreign tax credit carryforwards. The valuation allowance is included in the "other, net" line item in the table below.

The following table sets forth the reconciliation between actual federal income tax expense and the amount computed at the indicated statutory rate for the years ended December 31, 2020, 2019 and 2018:


($ millions)	2020				2019				2018
Amount at statutory rate	$	3.0	21.0	%	$	22.2	21.0	%	$	2.6	21.0	%
Tax-exempt interest and dividends received deduction	(2.3)		(16.4)		(2.3)		(2.1)		(2.3)		(18.7)
Other, net	0.6		4.2		(0.2)		(0.2)		(0.4)		(3.0)


Federal income tax expense (benefit)	$	1.3	8.8	%	$	19.7	18.7	%	$	(0.1)	(0.7)	%

In computing taxable income, property and casualty insurers are required to discount their unpaid loss reserves. During 2018, the Internal Revenue Service (IRS) released proposed regulations addressing the mechanics of the reserve discounting. Under those regulations and a related Revenue Procedure 2019-06 ("Rev. Proc. 2019-06"), the interest rate term was not to exceed seventeen and one-half years. The provisional amount was based on twenty years. After discounting the January 1, 2018 reserves using the Rev. Proc. 2019-06 published factors, the impact was $47.5 million on a pretax basis down from the initial estimate of $50.9 million for a tax-effected change of $0.7 million in the impact of the transitional amount.

During 2019, the IRS released Rev. Proc. 2019-31 with final discount factors, which were used in the 2018 tax return filed in 2019. After discounting the January 1, 2018 reserves using these final factors, the impact was $42.7 million on a pretax basis down from the revised estimate of $47.5 million for a tax-effected change of $1.0 million in the impact of the transitional amount.

100

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019:


($ millions)	2020		2019
Deferred tax assets:
Unearned premiums not currently deductible	$	30.1	$	27.0
Losses and loss expenses payable discounting	10.5		10.6
Postretirement and pension benefits	19.3		17.1

Other liabilities	12.2		13.4
Net operating loss carryforward	19.8		12.6
Capital loss carryforward	6.1		0
Tax credit carryforward	1.9		2.5
Other	1.1		1.1
Total deferred tax assets	101.0		84.3
Deferred tax liabilities:
Deferral of policy acquisition costs	25.7		23.3
Investments	48.0		21.3

Total deferred tax liabilities	73.7		44.6
Net deferred federal income taxes	$	27.3	$	39.7

Deferred income tax assets and liabilities represent the tax effect of the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. The Company periodically evaluates its deferred tax assets, which requires significant judgment, to determine if they are realizable based upon weighing all available evidence, both positive and negative, including loss carryback potential, past operating results, existence of cumulative losses in the most recent years, projected performance of the business, future taxable income, including the ability to generate capital gains, and prudent and feasible tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

At December 31, 2020, the tax benefit of the net operating loss (“NOL”) carryforward was $19.8 million. The NOL carryforwards do not begin to expire until 2032 and will not fully expire until 2040.

At December 31, 2020, the Company carried 0 balance for uncertain tax positions. The Company had no accrual for the payment of interest and penalties at December 31, 2020 or 2019.

State Auto Financial and its subsidiaries file a consolidated U.S. federal income tax return. State Auto Financial and its subsidiaries also file in various state jurisdictions. The Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for years before 2017. The Company has no current U.S. federal or state and local income tax examinations on-going at this time.

12. Pension and Postretirement Benefit Plans

The Company, through the employees of State Auto P&C, provides management and operation services under management agreements for all insurance and non-insurance affiliates. The Company provides eligible employees and retirees pension and postretirement benefits and records the funded status of these plans on its balance sheet while the annual net periodic costs are allocated to affiliated companies based on allocations pursuant to intercompany management agreements including the Pooling Arrangement for insurance subsidiaries and affiliates party to this agreement.

The Company provides a defined benefit pension plan for eligible employees hired prior to January 1, 2010 at which time the plan was closed to new participants. All Company employees participating in the plan are vested. The Company’s policy is to fund pension costs in accordance with the requirements of the Employee Retirement Income Security Act of 1974. Benefits are determined by applying factors specified in the plan to a participant’s defined average annual compensation.

The defined benefit pension and postretirement benefit plans are referred to herein as “the benefit plans.”

101

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth information regarding the pension and postretirement benefit plans’ change in benefit obligation, plan assets and funded status at December 31, 2020 and 2019:


($ millions)	Pension				Postretirement
	2020		2019		2020		2019
Change in benefit obligation:
Benefit obligation at beginning of year	$	478.4	$	428.1	$	11.4	$	25.5
Service cost	7.3		5.8		0		0
Interest cost	14.5		17.2		0.3		1.0
Actuarial loss (gain)	72.3		60.6		(0.9)		(12.6)
Benefits paid	(22.9)		(33.3)		(0.6)		(2.5)
Benefit obligation at end of year	549.6		478.4		10.2		11.4
Change in plan assets available for plan benefits:
Fair value of plan assets available for plan benefits at beginning of year	442.1		381.6		0		0
Employer contribution	15.0		10.0		0		0
Actual return on plan assets	72.5		83.8		0		0
Benefits paid	(22.9)		(33.3)		0		0
Fair value of plan assets at end of year	$	506.7	$	442.1	$	0	$	0
Supplemental executive retirement plan	(13.1)		(11.8)		0		0
Funded status at end of year	$	(56.0)	$	(48.1)	$	(10.2)	$	(11.4)
Accumulated benefit obligation end of year	$	522.8	$	453.8

The 2020 pension plan actuarial loss was primarily due to (i) a 78-basis-point reduction in the discount rate assumption at December 31, 2020, and (ii) revisions to mortality rate assumptions.

Effective January 1, 2020, the Company changed the funding of its postretirement benefit plan from self-insured to a fully-insured group Medicare advantage program. The group Medicare advantage program is less than half the cost of the self-insured plan. As a result of this funding change, the postretirement benefit plan's liability decreased, and accumulated other comprehensive income (loss) increased by $13.9 million, respectively, for the year ended December 31, 2019.

The following table sets forth the amounts included in accumulated other comprehensive income (loss) that has not been recognized in net periodic cost at December 31, 2020 and 2019:


($ millions)	2020		2019
Prior service benefit	$	(37.0)	$	(43.4)
Net actuarial loss	157.4		143.7
Total	$	120.4	$	100.3

The following table sets forth information regarding the Company’s share of pension and postretirement benefit plans’ components of net periodic cost for the years ended December 31, 2020, 2019 and 2018:


($ millions)	Pension						Postretirement
	2020		2019		2018		2020		2019		2018
Components of net periodic cost:
Service cost	$	4.8	$	3.8	$	5.1	$	0	$	0	$	0
Interest cost	9.7		11.5		10.7		0.2		0.7		0.8
Expected return on plan assets	(17.5)		(17.8)		(18.0)		0		0		0
Amortization of:
Prior service benefit	0		0		0		(5.5)		(5.5)		(5.5)
Net actuarial loss	9.2		6.0		8.2		(0.2)		0.2		0.2
Net periodic cost (benefit)	$	6.2	$	3.5	$	6.0	$	(5.5)	$	(4.6)	$	(4.5)

102

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth the benefit payments, which reflect expected future service, expected to be paid:


($ millions)	Pension		Postretirement
2021	$	18.3	$	0.7
2022	18.9		0.6
2023	19.6		0.6
2024	20.6		0.6
2025	21.6		0.6
2026-2030	123.0		3.1

The postretirement plan’s gross benefit payments for 2020 were $0.6 million, including the prescription drug benefits. The postretirement plan’s subsidy related to Medicare Prescription Drug Improvement and Modernization Act of 2003 estimates future annual subsidies to be approximately $0.3 million.

The following table sets forth the weighted average assumptions used to determine the benefit plans’ obligations at December 31, 2020 and 2019:


	Pension				Postretirement
	2020		2019		2020		2019
Benefit obligations weighted-average assumptions:
Discount rate	2.32	%	3.10	%	1.95	%	3.00	%
Rates of increase in compensation levels	3.00		3.25		0		0

The following table sets forth the weighted average assumptions used to determine the benefit plans’ net periodic cost for the years ended December 31, 2020, 2019 and 2018:


	Pension						Postretirement
	2020		2019		2018		2020		2019		2018
Weighted-average assumptions:
Discount rate	3.10	%	4.12	%	3.50	%	3.10	%	4.12	%	3.50	%
Expected long-term rate of return on assets	6.50		6.75		7.00		0		0		0
Rates of increase in compensation levels	3.25		3.25		3.25		0		0		0

The benefit plans’ obligations are long-term in nature and consequently the investment strategies have a long-term time horizon. In establishing the long-term rate of return assumption on plan assets, management, along with its pension consulting actuary, reviews the historical performance of the plan assets and the stability in the mix of the investment portfolio. The expected inflation rate and expected real rates of return of applicable asset classes are then determined to assist in setting appropriate assumptions.

The following table sets forth the assumed health care cost trend rates used for the years ended December 31, 2020, 2019 and 2018:


	Postretirement
	2020		2019		2018
Assumed health care cost trend rates:
Health care cost trend rate assumed for the next year	5.50	%	5.50	%	5.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.00	%	4.00	%	3.80	%
Year that the rate reaches the ultimate trend rate	2075		2075		2075

103

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The pension plan’s investment policy objective is to preserve the investment principal while generating income and appreciation in fair value to meet the pension plan’s obligations. The pension plan’s investment strategy and risk tolerance is balanced between meeting cash obligation requirements and a long-term relatively high risk tolerance takes into account the predictable cash requirements, nature of the plan’s liabilities and the plan’s long term time horizon. Since the nature and timing of the benefit plans’ liabilities and cash requirements are predictable, the liquidity requirements are somewhat moderate. One of the goals of diversifying the benefit plans’ portfolio among different asset classes is the elimination of concentration of risk in one asset class. Management also has investment policy guidelines with respect to limiting the ownership in any single debt or equity issuer. The international fund investments are also composed of numerous securities to reduce our exposure to a single issuer. The following table sets forth the asset allocation targets, as a percentage of total fair value, which are used as a guide by management when allocating funds as they become available.


	Asset allocation target (0 to 100%)
Asset Category:
Fixed maturity	61.0	%
U.S. large-cap equity	19.8
U.S. small-cap equity	8.3
International equity	7.6
Emerging market equity	3.3
Total	100.0	%

Effective January 1, 2014, the Investment Committee approved a change to a liability driven investment (LDI) for the pension plan assets. The primary goal of the LDI strategy is to shift the asset allocation to more closely align with the plan liability, thereby reducing the volatility of the funded status. The implementation of the LDI strategy occurred over time and the actual asset allocation at any point in time is dependent upon the funded status and the level of interest rates. This glide path helps to balance interest rate risk, curve steepness risk, and credit spread risk, as incremental changes are made to the allocation over time. This allocation strategy reduces exposure to equity holdings and increases exposure to long duration fixed maturity holdings. This change resulted in lower volatility for the plan assets. By moving more of the plan’s assets to long duration fixed income, the duration of the assets increased to more closely match the duration of the plan’s liabilities.

See Note 4 for the valuation methods used by the Company for each type of financial instrument the plans hold that are carried at fair value. There were no transfers between level categorizations during the years ended December 31, 2020 and 2019.

Included in the pension plan’s investments are 2 international funds (“the funds”) that invests in equity securities of foreign issuers and are managed by third party investment managers. The funds had a fair value of $47.3 million and $38.2 million at December 31, 2020 and 2019, respectively, which was determined using the funds' net asset value. In accordance with ASC 820-10, since these investments are measured at fair value using the net asset value per share practical expedient they have not been classified in the table below.

104

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following tables set forth the plan’s investments within the fair value hierarchy at December 31, 2020 and 2019:


($ millions)	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)
December 31, 2020
Fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	90.5	$	0	$	90.5
Corporate securities	183.9		0		183.9
U.S. government agencies mortgage-backed securities	3.9		0		3.9
Total fixed maturities	278.3		0		278.3
Equity securities:
Large-cap securities	116.2		116.2		0

Mutual and exchange traded funds	56.1		56.1		0
Total equity securities	172.3		172.3		0

Total pension plan investments	$	450.6	$	172.3	$	278.3


($ millions)	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)
December 31, 2019
Fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies	$	98.6	$	0	$	98.6
Corporate securities	153.1		0		153.1
U.S. government agencies mortgage-backed securities	4.0		0		4.0
Total fixed maturities	255.7		0		255.7
Equity securities:
Large-cap securities	91.9		91.9		0
Mutual and exchange traded funds	49.7		49.7		0
Total equity securities	141.6		141.6		0

Total pension plan investments	$	397.3	$	141.6	$	255.7

The actuarially prepared funding amount to the pension plan ranges from the minimum amount the Company would be required to contribute to the maximum amount that would be deductible for tax purposes. Contributed amounts in excess of the minimum amounts are deemed voluntary. Amounts in excess of the maximum amount would be subject to an excise tax and may not be deductible for tax purposes. The Company expects to contribute up to $15.0 million to the pension plan during 2021.

The Company maintains a defined contribution plan that covers substantially all employees of the Company. The Company matches the first 1% of contributions of participants’ salary at the rate of 1 dollar for each dollar contributed. Participant contributions of 2% to 6% are matched at a rate of 50 cents for each dollar contributed. In addition, the Company contributes a percentage of the employee’s annual income for those employees hired on or after January 1, 2010, and for those employees hired prior to January 1, 2010 who chose to freeze their existing accrued pension benefit effective June 30, 2010. The Company’s share of the expense under the plan totaled $7.3 million, $6.4 million and $5.6 million for 2020, 2019 and 2018, respectively.

105

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

13. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

The following tables set forth the changes in the Company’s accumulated other comprehensive income (loss) component ("AOCI(L)"), net of tax, for the years ended December 31, 2020, 2019 and 2018:


($ millions)	Unrealized Gains and Losses on Available-for-Sale Securities		Benefit Plan Items		Total
Beginning balance at January 1, 2020	$	40.8	$	(67.7)	$	(26.9)


Other comprehensive income (loss) before reclassifications	56.4		(27.4)		29.0
Amounts reclassified from AOCI (a)	$	0.3	11.5		11.8
Net current period other comprehensive income (loss)	56.7		(15.9)		40.8
Ending balance at December 31, 2020	$	97.5	$	(83.6)	$	13.9

Beginning balance at January 1, 2019	$	(20.2)	$	(76.2)	$	(96.4)
Other comprehensive income before reclassifications	63.8		7.5		71.3
Amounts reclassified from AOCI (a)	(2.8)		1.0		(1.8)
Net current period other comprehensive income	61.0		8.5		69.5
Ending balance at December 31, 2019	$	40.8	$	(67.7)	$	(26.9)

Beginning balance at January 1, 2018	$	66.0	$	(62.2)	$	3.8
Cumulative effect of change in accounting for equity securities and other invested assets and reclassification of stranded tax effects as of January 1, 2018	(47.9)		(16.0)		(63.9)
Other comprehensive loss before reclassifications	(36.7)		(4.3)		(41.0)
Amounts reclassified from AOCI (a)	(1.6)		6.3		4.7
Net current period other comprehensive (loss) income	(38.3)		2.0		(36.3)
Ending balance at December 31, 2018	$	(20.2)	$	(76.2)	$	(96.4)

(a) See separate table below for details about these reclassifications

The following tables set forth the reclassifications out of accumulated other comprehensive income (loss), by component, to the Company’s consolidated statement of income for the years ended December 31, 2020, 2019 and 2018:


($ millions)
Details about Accumulated Other	December 31						Affected line item in the Condensed
Comprehensive (Loss) Income Components	2020		2019		2018		Consolidated Statements of Income
Unrealized (losses) gains on available for sale securities	$	(0.3)	$	3.5	$	2.0	Realized (loss) gain on sale of securities
	(0.3)		3.5		2.0		Total before tax
	0		(0.7)		(0.4)		Tax expense
	(0.3)		2.8		1.6		Net of tax
Amortization of benefit plan items:
Negative prior service costs	6.3		6.3		6.3		(b)
Net loss	(13.7)		(9.6)		(13.2)		(b)
	(7.4)		(3.3)		(6.9)		Total before tax
	(4.1)		2.3		0.6		Tax benefit
	(11.5)		(1.0)		(6.3)		Net of tax
Total reclassifications for the period	$	(11.8)	$	1.8	$	(4.7)

(b)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see pension and postretirement benefit plans footnote for additional details).

106

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

14. Stockholders’ Equity

a. Dividend Restrictions and Statutory Financial Information

State Auto P&C, Milbank and SA Ohio are subject to regulations and restrictions under which payment of dividends from statutory surplus can be made to State Auto Financial during the year without prior approval of regulatory authorities. Under the insurance regulations of Iowa and Ohio (the states of domicile), the maximum amount of dividends that the Company may pay out of earned surplus to shareholders within a twelve month period without prior approval of the Department is limited to the greater of 10% of the most recent year-end policyholders’ surplus or net income for the twelve month period ending the 31st day of December of the previous year-end. Pursuant to these rules, approximately $91.0 million is available for payment to State Auto Financial from its insurance subsidiaries in 2021 without prior approval. State Auto Financial received dividends from its insurance subsidiaries in the amount of $15.0 million, $10.0 million and $10.0 million in 2020, 2019 and 2018, respectively.

The Company’s insurance subsidiaries are subject to risk-based capital (“RBC”) requirements that have been adopted by individual states. These requirements subject insurers having statutory capital less than that required by the RBC calculation to varying degrees of regulatory action, depending on the level of capital inadequacy. The RBC formulas specify various weighting factors to be applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of total adjusted capital to authorized control level RBC. Generally, no remedial action is required by an insurance company if its adjusted statutory surplus exceeds 200% of the authorized level RBC. As of December 31, 2020, each of the Company’s insurance subsidiaries maintained adjusted statutory surplus in excess of 400% of the authorized control level RBC.

The Company's statutory capital and surplus was $910.3 million and $913.3 million at December 31, 2020 and 2019, respectively. The Company's net (loss) income, as determined using SAP, was $(39.1) million, $31.1 million, and $65.1 million for the years ended December 31, 2020, 2019, and 2018, respectively.

15. Preferred Stock

State Auto Financial has 2 authorized classes of preferred stock. For both classes, upon issuance, the Board of Directors has authority to fix and determine the significant features of the shares issued, including, among other things, the dividend rate, redemption price, redemption rights, conversion features and liquidation price payable in the event of any liquidation, dissolution, or winding up of the affairs of State Auto Financial.

The Class A preferred stock is not entitled to voting rights until, for any period, dividends are in arrears in the amount of 6 or more quarterly dividends.

16. Share-Based Compensation

The Company maintains share-based compensation plans for key employees and outside, or non-employee, directors. Since May 5, 2017, the share-based compensation plan for key employees has been the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “2017 LTIP”). The 2017 LTIP replaced the State Auto Financial Corporation 2009 Equity Compensation Plan (the “2009 Equity Plan”). The stock-based compensation plan for outside directors is the Outside Directors Restricted Share Unit Plan (the “RSU Plan”).

The Company’s share-based compensation plans authorize the granting of various equity-based incentives including performance-based stock awards, performance-based unit awards, restricted stock, and other stock based awards to employees and non-employee directors. The expense for these equity-based incentives is based on their fair value at the date of grant and amortized over their vesting period.

As of December 31, 2020, 0.8 million common shares had been issued and 1.6 million common shares were available for issuance under the 2017 LTIP. The 2017 LTIP provides that (i) the maximum value of performance stock awards or performance unit awards settled in cash that may be granted in any calendar year is equal to the excess of the number of awards multiplied by the fair market value of the company’s common shares on the applicable payment or settlement date of the award multiplied by 5 and (ii) the maximum number of common shares subject to awards of performance stock and performance units that may be granted in any calendar year to any one individual is 250,000 shares. The 2017 LTIP remains in effect until terminated by the Board of Directors.

Restricted Stock and Performance Unit Awards

Service-based restricted stock awards granted to employees are subject to a vesting schedule based on the employee’s continued employment (“Restriction Period”), for which vesting is generally on the third anniversary after the date of grant. The

107

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Company recognizes compensation expense based on the number of restricted shares granted at the then grant date fair value over the Restriction Period. The Company recognizes forfeitures as they occur.

Awards with both service and performance conditions granted to employees are subject to (i) the Restriction Period, and (ii) the achievement of predetermined performance goals within specified time periods. All performance-based awards include a specified number of units that will vest. The number of performance-based awards that are ultimately earned for each grant is dependent upon meeting specified target and performance goals that range from 0% to 500% of the target number of performance units awarded based on the extent to which the Company achieves the performance goals for the performance measures as set forth in a performance matrix established by the Compensation Committee.

Generally, service-based and performance-based equity awards are expensed pro-rata over their respective vesting periods based on the market value of the awards at the time of grant. Performance-based equity awards that contain variable vesting criteria are expensed based on management’s expectation of the percentage of the award that will ultimately be earned. These estimates can change periodically throughout the measurement period.

The following table sets forth the Company’s total activity and related information for performance unit award activity for the years ended December 31, 2020, 2019 and 2018:


	2020			2019			2018
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Outstanding, beginning of year	460,189	$	29.37	356,400	$	27.47	147,869	$	27.20
Granted	153,574	24.40		130,680	33.67		224,449	27.65
Vested	(103,345)	27.24		(12,500)	27.65		0	0
Forfeited	(5,915)	28.64		(14,391)	29.59		(15,918)	27.37
Outstanding, end of year	504,503	$	28.06	460,189	$	29.37	356,400	$	27.47

As of December 31, 2020, there was $4.4 million of total unrecognized compensation cost related to performance unit awards. The remaining cost is expected to be recognized over a period of 1.05 years.

The following table sets forth the Company’s total activity and related information for service-based restricted stock award activity for the years ended December 31, 2020, 2019 and 2018:


	2020			2019			2018
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Outstanding, beginning of year	67,934	$	27.65	126,946	$	26.21	71,578	$	22.44
Granted	30,618	16.33		0	0		97,049	27.65
Vested	(27,716)	27.65		(58,801)	24.57		(37,644)	22.88
Forfeited	0	0		(211)	21.54		(4,037)	24.82
Outstanding, end of year	70,836	$	22.76	67,934	$	27.65	126,946	$	26.21

As of December 31, 2020, there was $0.5 million of total unrecognized compensation cost related to service-based restricted stock awards. The remaining cost is expected to be recognized over a period of 0.84 years.

Stock Options

In accordance with the terms of the 2009 Equity Plan, options previously granted were all vested as of December 31, 2019 and must be exercised no later than ten years from the date of grant. If not exercised, outstanding options will expire in 2026.

The fair value of each stock option was estimated on the date of grant using the Black-Scholes closed-form pricing model. The pricing model requires assumptions such as the expected life of the option and expected volatility of the Company’s stock over the expected life of the option, which significantly impacts the assumed fair value. The Company used historical data to determine these assumptions

108

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The expected life of the options for employees represented the period of time the options are expected to be outstanding and is based on historical trends. For non-employees the expected life of the option approximates the remaining contractual term of the option. The expected stock price volatility is based on the historical volatility of the Company’s stock for a period approximating the expected life and the expected dividend yield is based on the Company’s most recent period’s dividend payout. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term approximating the expected life of the option.

The following table sets forth the Company’s stock option activity and related information for the years ended December 31, 2020, 2019 and 2018:


(millions, except per share amounts)	2020			2019			2018
	Options	Weighted- Average Exercise Price		Options	Weighted- Average Exercise Price		Options	Weighted- Average Exercise Price
Outstanding, beginning of year	0.8	$	19.18	1.0	$	18.50	1.7	$	19.22

Exercised	(0.1)	18.55		(0.2)	16.45		(0.7)	20.08

Outstanding, end of year	0.7	$	19.28	0.8	$	19.18	1.0	$	18.50

Intrinsic value for stock options is defined as the difference between the current market value and the grant price. For the years ended December 31, 2020, 2019 and 2018, the total intrinsic value of stock options exercised was $1.0 million, $4.5 million and $7.2 million, respectively.

The following table sets forth information pertaining to the total options outstanding and exercisable at December 31, 2020:


(Options in millions)	Options Outstanding				Options Exercisable
	Number	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number	Weighted- Average Exercise Price
Range of Exercise Prices:
$10.01 – $20.00	0.3	1.5	$	16.33	0.3	$	16.33
$20.01 – $30.00	0.4	4.0	21.97		0.4	21.97

Total	0.7	2.8	$	19.28	0.7	$	19.28

Aggregate intrinsic value for total options outstanding and exercisable at December 31, 2020 was $0.4 million, respectively.

Employee Stock Purchase Plan

The Company also has a broad-based employee stock purchase plan under which employees of the Company may choose, at two different specified time intervals each year, to have up to 6% of their annual base earnings withheld to purchase the Company’s common shares. The purchase price of the common shares is 85% of the lower of its beginning-of-interval or end-of-interval market price. As of December 31, 2020, 3.8 million common shares had been purchased under this plan and 0.3 million common shares were available for purchase. This plan remains in effect until terminated by the Board of Directors.

109

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Outside Directors Plan

The RSU Plan is an unfunded deferred compensation plan which currently provides each outside director with an award of 1,400 restricted share units (the “RSU award”) following each annual meeting of shareholders. The amount of the award may change from year to year, based on the provision described below. The RSU awards are fully vested six months after the date of grant. RSU awards are not common shares of the Company and, as such, no participant has any rights as a holder of common shares under the RSU Plan. RSU awards represent the right to receive an amount, payable in cash or common shares of the Company, as previously elected by the outside director, equal to the value of a specified number of common shares of the Company at the end of the restricted period. Such election may be changed within the constraints set forth in the RSU Plan. The restricted period for the RSU awards begins on the date of grant and expires on the date the outside director retires from or otherwise terminates service as a director of the Company. During the restricted period, outside directors are credited with dividends, equivalent in value to those declared and paid on the Company’s common shares, on all RSU awards granted to them. At the end of the restricted period, outside directors receive cash or common share distributions of their RSU awards either (i) in a single lump sum payment, or (ii) in annual installment payments over a 5- or 10-year period, as previously elected by the outside director. The administrative committee for the RSU Plan (currently the Company’s Compensation Committee) retains the right to increase the annual number of RSU awards granted to each outside director to as many as 10,000 or to decrease such annual number to not less than 500, without seeking shareholder approval, if such increase or decrease is deemed appropriate by the administrative committee to maintain director compensation at appropriate levels. No awards may be made under the RSU Plan after May 31, 2026. The Company accounts for the RSU Plan as a liability plan. There were 17,416 RSUs, 18,837 RSUs, and 23,080 RSUs granted in 2020, 2019 and 2018, respectively.

During 2020 and 2019, common shares valued at approximately $0.1 million and $1.2 million, respectively, were distributed by the Company under the RSU Plan.

Share-based compensation expense recognized during 2020, 2019 and 2018 was $0.9 million, $6.1 million and $11.1 million, respectively. Share-based compensation is recognized as a component of loss and loss adjustment expense and acquisition and operating expense in a manner consistent with other employee compensation. As of December 31, 2020, there was $4.9 million of total unrecognized compensation cost related to compensation arrangements granted under the plans. The remaining cost is expected to be recognized over a period of 1.03 years.

17. Net Earnings Per Common Share

The following table sets forth the compilation of basic and diluted net earnings per common share for the years ended December 31, 2020, 2019 and 2018:


(millions, except per share amounts)	2020		2019		2018
Numerator:
Net earnings for basic net earnings per common share	$	13.1	$	85.8	$	12.2
Effect of dilutive share-based awards	0		(1.1)		0
Adjusted net earnings for dilutive net earnings per common share	$	13.1	$	84.7	$	12.2
Denominator:
Weighted average shares for basic net earnings per common share	43.7		43.4		42.8
Effect of dilutive share-based awards	0.6		0.6		0.6
Adjusted weighted average shares for diluted net earnings per common share	44.3		44.0		43.4

Basic net earnings per common share	$	0.30	$	1.98	$	0.29
Diluted net earnings per common share	$	0.30	$	1.93	$	0.28

The following table sets forth stock awards and restricted share units ("RSU award") of the Company that were not included in the computation of diluted earnings per common share because the exercise price of the awards was greater than the average market price or their inclusion would have been antidilutive for the year ended December 31, 2018:


(millions)															2018
Total number of antidilutive options and awards															0.1

110

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

18. Reportable Segments

The Company's reportable segments are: personal insurance, commercial insurance, and investment operations. The reportable insurance segments are business units managed separately because of the differences in the type of customers they serve, the products they provide or services they offer. The insurance segments market a broad line of property and casualty insurance products throughout the United States through independent insurance agencies, which include retail agents and wholesale brokers. The investment operations segment, managed by Stateco, provides investment services.

The personal insurance segment primarily provides personal automobile and homeowners to the personal insurance market. The commercial insurance segment primarily provides commercial automobile, commercial multi-peril, fire & allied, general liability, workers’ compensation insurance covering small-to-medium sized commercial exposures in the commercial insurance market. In addition, the commercial insurance segment provides farm & ranch insurance.

The Company evaluates the performance of its insurance segments using industry financial measurements based on SAP, which include loss and loss adjustment expense ratios, underwriting expense ratios, combined ratios, statutory underwriting gain (loss), net premiums earned and net written premiums. One of the most significant differences between SAP and GAAP is that SAP requires all underwriting expenses to be expensed immediately and not deferred and amortized over the same period the premium is earned.

The investment operations segment, managed by Stateco, provides investment services and is evaluated based on investment returns of assets. Asset information by segment is not reported for the insurance segments because the Company does not produce such information internally.

The Company’s reportable insurance segments, and the products within each, are as follows:

•Personal Insurance Segment- personal auto, homeowners, and other personal

•Commercial Insurance Segment - commercial auto, small commercial package, middle market commercial, workers’ compensation, farm & ranch, and other commercial

111

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

The following table sets forth financial information regarding the Company’s reportable segments for the years ended December 31, 2020, 2019 and 2018:


($ millions)	2020		2019		2018
Revenues from external sources:
Insurance operations
Personal insurance	$	819.0	$	755.9	$	673.4
Commercial insurance	561.8		488.6		464.4
Specialty run-off	0.1		5.7		99.8
Total insurance operations	1,380.9		1,250.2		1,237.6
Investment operations segment
Net investment income	72.1		80.4		84.9
Net investment gain (loss)	27.3		74.2		(49.7)
Total investment operations	99.4		154.6		35.2

All other	2.1		2.4		2.6
Total revenues from external sources	1,482.4		1,407.2		1,275.4
Intersegment revenues	6.2		6.5		6.5
Total revenues	1,488.6		1,413.7		1,281.9
Reconciling items:
Eliminate intersegment revenues	(6.2)		(6.5)		(6.5)
Total consolidated revenue	$	1,482.4	$	1,407.2	$	1,275.4
Segment (loss) income before federal income taxes:
Insurance operations SAP underwriting (loss) gain
Personal insurance	$	(68.8)	$	(42.2)	$	2.8
Commercial insurance	(7.4)		(0.2)		(8.7)
Specialty run-off	(17.6)		(9.7)		0.4
Total insurance operations	(93.8)		(52.1)		(5.5)
Investment operations segment:
Net investment income	72.1		80.4		84.9
Net investment gain (loss)	27.3		74.2		(49.7)
Total investment operations	99.4		154.6		35.2
All other	(0.1)		0.3		0.4
Reconciling items:
GAAP adjustments	19.8		14.7		(3.7)
Interest expense on corporate debt	(4.7)		(4.9)		(5.7)
Corporate expenses	(6.2)		(7.1)		(8.6)
Total reconciling items	$	8.9	$	2.7	$	(18.0)
Total consolidated income before federal income taxes	$	14.4	$	105.5	$	12.1

The following table sets forth financial information regarding the Company’s reportable segments at December 31, 2020 and 2019:


($ millions)	2020		2019
Segment assets:
Investment operations segment	$	2,870.8	$	2,747.8
Total segment assets	2,870.8		2,747.8
Reconciling items:
Corporate assets	231.7		231.8
Total consolidated assets	$	3,102.5	$	2,979.6

Assets attributed to the investment operations segment include the total investments and cash and cash equivalent categories from the balance sheet. All other assets are corporate assets and are not assigned to a segment.

112

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

19. Contingencies

In accordance with the Contingencies Topic of the Financial Accounting Standards Board’s Accounting Standards Codification, the Company accrues for a litigation-related liability when it is probable that such a liability has been incurred and the amount can be reasonably estimated. The Company reviews all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, the Company cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in their early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including, but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. If the loss contingency in question is not both probable and reasonably estimable, the Company does not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. Based on currently available information known to the Company, it believes that its reserves for litigation-related liabilities are reasonable. However, in the event that a legal proceeding results in a substantial judgment against, or settlement by, the Company, there can be no assurance that any resulting liability or financial commitment would not have a material adverse effect on the financial condition, results of operations or cash flows of the consolidated financial statements of the Company.

The Company is involved in lawsuits in the ordinary course of its business arising out of or otherwise related to its insurance policies. Additionally, from time to time the Company may be involved in lawsuits, including class actions, in the ordinary course of business but not arising out of or otherwise related to its insurance policies. These lawsuits are in various stages of development. The Company generally will contest these matters vigorously but may pursue settlement if appropriate. Based on currently available information, the Company does not believe it is reasonably possible that any such lawsuit or related lawsuits will be material to its results of operations or have a material adverse effect on its consolidated financial position or cash flows.

Additionally, the Company may be impacted by adverse regulatory actions and adverse court decisions where insurance coverages are expanded beyond the scope originally contemplated in its insurance policies. The Company believes that the effects, if any, of such regulatory actions and published court decisions are not likely to have a material adverse effect on its results of operations or have a material adverse effect on its consolidated financial position or cash flows.

113

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Companies)

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Information concerning the change in our independent registered public accounting firm from Ernst & Young LLP (“EY”) to PricewaterhouseCoopers LLP for 2020 was previously reported on a Form 8-K filed with the SEC on September 3, 2019, which information was supplemented pursuant to a Form 8-K/A filed with the SEC on February 28, 2020. As disclosed in such Forms 8-K and 8-K/A, for our fiscal years ended December 31, 2018 and December 31, 2019 and for the subsequent interim period from January 1, 2020 through February 28, 2020: (i) there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to EY's satisfaction, would have caused EY to make reference to the subject matter of the disagreement in connection with its reports; and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control Over Financial Reporting

Our management’s annual report on internal control over financial reporting required by Item 308(a) of Regulation S-K follows. The attestation report of our independent registered public accounting firm required by Item 308(b) of Regulation S-K is found under the caption “Report of the Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” in Item 8 of this Form 10-K.

The following report is provided by our management on the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act):

1.Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

2.Our management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting. Our management believes that the COSO 2013 framework is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably qualitative and quantitative measurements of our internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting.

3.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

4.Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, and has concluded that such internal control over financial reporting was effective.

5.PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued their audit report on the Company’s internal control over financial reporting, which is included herein.

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2020, the end of the period covered by this Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not applicable.

114

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding our directors required by Items 401(a) and (d)-(f) of Regulation S-K will be found under the caption “Proposal One: Election of Directors” in the 2021 Proxy Statement, which information is incorporated herein by reference. Information regarding our executive officers required by Items 401(b) and (d)-(f) of Regulation S-K is found under the caption “Executive Officers of the Registrant” at the end of Item 1 of this Form 10-K, which information is also incorporated by reference into this Item 10.

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. As of March 10, 2021, the members of our Audit Committee were Setareh Pouraghabagher, Kym M. Hubbard, David R. Meuse and Dwight E. Smith. Ms. Pouraghabagher is Chairperson of our Audit Committee. Our Board of Directors has determined that Ms. Pouraghabagher is an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K, and “independent,” as that term is defined in Rule 10A-3 of the Exchange Act.

Information regarding the filing of reports of ownership under Section 16(a) of the Exchange Act by our officers and directors and persons owning more than 10% of a registered class of our equity securities required by Item 405 of Regulation S-K will be found under the caption “Ownership of Equity Securities of the Company— Delinquent Section 16(a) Reports” in the 2021 Proxy Statement, which information is incorporated herein by reference.

Information concerning the procedures by which shareholders may recommend nominees to our Board of Directors will be found under the caption “Corporate Governance and Board of Directors— Directors - Nomination of Directors” in the 2021 Proxy Statement. There has been no material change to the nomination procedures previously disclosed in the proxy statement for our 2020 annual meeting of shareholders.

Our Board of Directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions. This code of ethics has been posted on our website at www.StateAuto.com under “Investor Relations” then “Corporate Governance.” Any amendment (other than any technical, administrative or other non-substantive amendment) to, or waiver from, a provision of this code will be posted on our website described above within four business days following its occurrence.

Item 11. Executive Compensation

The 2021 Proxy Statement will contain information regarding the following matters: information regarding executive compensation required by Item 402 of Regulation S-K will be found under the captions “Corporate Governance and Board of Directors— Directors - Compensation of Outside Directors and Outside Director Compensation Table” and “Compensation Discussion and Analysis”; information required by Item 407(e)(4) of Regulation S-K will be found under the caption “Compensation Committee Matters—Compensation Committee Interlocks and Insider Participation”; information required by Item 407(e)(5) of Regulation S-K will be found under the caption “Compensation Committee Matters—Compensation Committee Report.” This information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management required by Item 403 of Regulation S-K will be found under the caption “Ownership of Equity Securities of the Company” in the 2021 Proxy Statement, which information is incorporated herein by reference.

Information regarding equity compensation plan information required by Item 201(d) of Regulation S-K will be found under the caption “Equity Compensation Plan Information and Burn Rate” in the 2021 Proxy Statement, which information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions required by Item 404 of Regulation S-K will be found under the caption “Related Party Transactions” in the 2021 Proxy Statement, which information is incorporated herein by reference.

Information regarding the independence of our directors required by Item 407(a) of Regulation S-K will be found under the caption “Corporate Governance and Board of Directors — Directors - Director Independence” in the 2021 Proxy Statement, which is incorporated herein by reference.

115

Item 14. Principal Accountant Fees and Services

Information regarding principal accountant fees and services required by Item 9(e) of Schedule 14A will be found under the caption “Audit Committee Matters—Independent Registered Public Accounting Firms'—Audit and Other Service Fees” in the 2021 Proxy Statement, which information is incorporated herein by reference.

116

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) LISTING OF FINANCIAL STATEMENTS

The following consolidated financial statements of the Company are filed as part of this Form 10-K and are included in Item 8:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Income for each of the three years in the period ended December 31, 2020

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2020

Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2020

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2020

Notes to Consolidated Financial Statements

(a)(2) LISTING OF FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules of the Company for the years 2020, 2019 and 2018 are included in Item 14(d) following the signatures and should be read in conjunction with our consolidated financial statements contained in our Form 10-K.


Schedule Number	Schedule	Page

I.	Summary of Investments—Other Than Investments in Related Parties at December 31,2020	130

II.	Condensed Financial Information of Registrant at December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018	131

III.	Supplementary Insurance Information for the years ended December 31, 2020, 2019, and 2018	136

IV.	Supplementary Reinsurance Information for the years ended December 31, 2020, 2019, and 2018	137

All other schedules and footnotes are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

(a)(3) LISTING OF EXHIBITS

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

3.01

State Auto Financial Corporation’s Amended and Restated Articles of Incorporation

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein)

3.02

State Auto Financial Corporation’s Amendment to the Amended and Restated Articles of Incorporation

1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)

3.03

State Auto Financial Corporation Certificate of Amendment to the Amended and Restated Articles of Incorporation as of June 2, 1998

Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)

3.04

State Auto Financial Corporation’s Amended and Restated Code of Regulations

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein)

3.05

First Amendment to State Auto Financial Corporation’s Amended and Restated Code of Regulations

Form 10-Q Quarterly Report for the period ended September 30, 2010 (see Exhibit 3.05 therein)

3.06

Second Amendment to State Auto Financial Corporation’s Amended and Restated Code of Regulations

Form 10-Q Quarterly Report for the period ended June 30, 2016 (see Exhibit 3.01 therein)

4.01

Description of Securities

Form 10-K Annual Report for the year ended December 31, 2019 (see Exhibit 4.01 therein)

117

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.01

Investment Management Agreement between Stateco Financial Services, Inc. and State Automobile Mutual Insurance Company, effective April 1, 1993

Form 10-K Annual Report for the year ended December 31, 1992 (see Exhibit 10 (N) therein)

10.02

First Amendment to the Investment Management Agreement between Stateco Financial Services, Inc. and State Automobile Mutual Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.09 therein)

10.03

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and State Automobile Mutual Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.10 therein)

10.04

Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Security Insurance Company, effective June 1, 2001

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.17 therein)

10.05

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Security Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.12 therein)

10.06

Investment Management Agreement between Stateco Financial Services, Inc. and Midwest Security Insurance Company effective January 1, 1997

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.19 therein)

10.07

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and Midwest Security Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.15 therein)

10.08

Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Citizens Mutual Insurance Company effective June 1, 2001

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.20 therein)

10.09

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Citizens Mutual Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.17 therein)

10.10

Amended and Restated Investment Management Agreement dated as of December 31, 2007, among Stateco Financial Services, Inc. and Patrons Mutual Insurance Company of Connecticut, Patrons Fire Insurance Company of Rhode Island, and Provision State Insurance Company

Form 10-K Annual Report for the year ended December 31, 2007 (see Exhibit 10.22 therein)

10.11

Investment Management Agreement between Stateco Financial Services, Inc. and Plaza Insurance Company effective October 1, 2010

Form 10-K Annual Report for year ended December 31, 2010 (see Exhibit 10.26 therein)

10.12

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and Plaza Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.22 therein)

10.13

Investment Management Agreement between Stateco Financial Services, Inc. and Rockhill Insurance Company effective October 1, 2010

Form 10-K Annual Report for year ended December 31, 2010 (see Exhibit 10.27 therein)

10.14

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and Rockhill Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.24 therein)

118

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.15

Investment Management Agreement between Stateco Financial Services, Inc. and American Compensation Insurance Company and Bloomington Compensation Insurance Company effective October 1, 2010

Form 10-K Annual Report for year ended December 31, 2010 (see Exhibit 10.28) therein)

10.16

Amended and Restated Exhibit A to the Investment Management Agreement between Stateco Financial Services, Inc. and American Compensation Insurance Company and Bloomington Compensation Insurance Company, effective January 1, 2013

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.26 therein)

10.17

Midwest Security Insurance Company Management Agreement amended and restated as of January 1, 2000 by and among State Automobile Mutual Insurance Company, State Auto Property and Casualty Insurance Company and Midwest Security Insurance Company (nka State Auto Insurance Company of Wisconsin)

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.45 therein)

10.18

Management and Operations Agreement, Amended and Restated as of January 1, 2015 by and among State Automobile Mutual Insurance Company, State Auto Financial Corporation, State Auto Property and Casualty Insurance Company, State Auto Insurance Company of Ohio, Milbank Insurance Company, Meridian Security Insurance Company, Patrons Mutual Insurance Company, Stateco Financial Services, Inc., 518 Property Management and Leasing, LLC, State Auto Holdings, Inc., Facilitators, Inc., CDC Holding, Inc., Partners General Insurance Agency, LLC, and Network E&S Brokers, LLC

Form 10-Q Quarterly Report for the period ended June 30, 2015 (see Exhibit 10.01 therein)

10.19

First Amendment, effective as of September 5 , 2017, to the Management and Operations Agreement, Amended and Restated as of January 1, 2015 by and among State Automobile Mutual Insurance Company, State Auto Financial Corporation, State Auto Property and Casualty Insurance Company, State Auto Insurance Company of Ohio, Milbank Insurance Company, Meridian Security Insurance Company, Patrons Mutual Insurance Company, Stateco Financial Services, Inc., 518 Property Management and Leasing, LLC, State Auto Holdings, Inc., Facilitators, Inc., Partners General Insurance Agency, LLC, Network E&S Brokers, LLC, and State Auto Labs Corp.

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 10.26 therein)

10.20

Second Amendment, effective as of March 1, 2018, to the Management and Operations Agreement, Amended and Restated as of January 1, 2015 by and among State Automobile Mutual Insurance Company, State Auto Financial Corporation, State Auto Property and Casualty Insurance Company, State Auto Insurance Company of Ohio, Milbank Insurance Company, Meridian Security Insurance Company, Patrons Mutual Insurance Company, Stateco Financial Services, Inc., 518 Property Management and Leasing, LLC, State Auto Holdings, Inc., Facilitators, Inc., Network E&S Brokers, LLC, and State Auto Labs Corp.

Form 10-Q Quarterly Report for the period ended March 31, 2018 (see Exhibit 10.01 therein)

119

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.21

Consulting Services Agreement dated as of November 1, 2009, by and between State Automobile Mutual Insurance Company, State Auto Property & Casualty Insurance Company, Meridian Security Insurance Company, Meridian Citizens Mutual Insurance Company, Farmers Casualty Insurance Company, Milbank Insurance Company, and RTW, Inc.

Form 10-Q Quarterly Report for the period ended September 30, 2009 (see Exhibit 10.01 therein)

10.22

Amended and Restated Appendix B , effective as of January 1, 2013, to the Consulting Service Agreement, dated as of November 1, 2009, by and between State Automobile Mutual Insurance Company, State Auto Property & Casualty Insurance Company, Meridian Security Insurance Company, Meridian Citizens Mutual Insurance Company, Farmers Casualty Insurance Company, Milbank Insurance Company, and RTW, Inc.

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.35 therein)

10.23

Underwriting Management Agreement effective as of November 20, 2009, by and between Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company, Bloomington Compensation Insurance Company, State Automobile Mutual Insurance Company, State Auto Property & Casualty Insurance Company, Meridian Security Insurance Company, Milbank Insurance Company, Farmers Casualty Insurance Company, and Risk Evaluation and Design, LLC

Form 8-K Current Report filed on November 25, 2009 (see Exhibit 10.1 therein)

10.24

Amended and Restated Management and Operations Agreement, effective as of January 1, 2011, by and among State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company, Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company, Bloomington Compensation Insurance Company, Rockhill Holding Company, National Environmental Coverage Corporation of the South, LLC, National Environmental Coverage Corporation, RTW, Inc., Rockhill Insurance Services, LLC and Rockhill Underwriting Management, LLC.

Form 8-K Current Report filed on January 7, 2011 (see Exhibit 10.2 therein)

10.25

First Amendment, effective as of January 1, 2013, to Amended and Restated Management and Operations Agreement, effective as of January 1, 2011 by and among State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company, Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company, Bloomington Compensation Insurance Company, Rockhill Holding Company, National Environmental Coverage Corporation of the South, LLC, National Environmental Coverage Corporation, RTW, Inc., Rockhill Insurance Services, LLC and Rockhill Underwriting Management, LLC.

Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 10.39 therein)

120

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.26

Form 8-K Current Report filed on January 7, 2011 (see Exhibit 10.1 therein)

10.27

Form 10-K Annual Report for year ended December 31, 2011 (see Exhibit 10.45 therein)

10.28

Second Amendment, effective March 31, 2013, to Reinsurance Pooling Agreement Amended and Restated as of January 1, 2011 by and among State Automobile Mutual Insurance Company, State Auto Property & Casualty Insurance Company, Milbank Insurance Company, State Auto Insurance Company of Wisconsin, State Auto Insurance Company of Ohio, Meridian Security Insurance Company, Meridian Citizens Mutual Insurance Company, Patrons Mutual Insurance Company of Connecticut, Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company and Bloomington Compensation Insurance Company

Form 10-Q Quarterly Report for the period ended March 31, 2013 (see Exhibit 10.1 therein)

10.29

Third Amendment, effective July 1, 2014, to Reinsurance Pooling Agreement Amended and Restated as of January 1, 2011 by and among State Automobile Mutual Insurance Company, State Auto Property & Casualty Insurance Company, Milbank Insurance Company, State Auto Insurance Company of Wisconsin, State Auto Insurance Company of Ohio, Meridian Security Insurance Company, Patrons Mutual Insurance Company of Connecticut, Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company and Bloomington Compensation Insurance Company

Form 10-Q Quarterly Report for the period ended September 30, 2014 (see Exhibit 10.01 therein)

10.30

Amended and Restated Declaration of Trust of STFC Capital Trust I, dated as of May 22, 2003

Form 10-Q Quarterly Report for the period ended June 30, 2003 (see 10(XX) therein)

121

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.31

Indenture dated as of May 22, 2003, for Floating Rate Junior Subordinated Debt Securities Due 2033

Form 10-Q Quarterly Report for the period ended June 30, 2003 (see 10(YY) therein)

10.32

Credit Agreement dated as of May 19, 2009, between State Automobile Mutual Insurance Company, as borrower, and Milbank Insurance Company, as lender

Form 8-K Current Report filed on May 26, 2009 (see Exhibit 10.1 therein)

10.33

Addendum, effective May 19, 2019, to the Credit Agreement dated as of May 19, 2009, between Milbank Insurance Company and State Automobile Mutual Insurance Company

Form 8-K Current Report filed May 8, 2019 (see Exhibit 10.02 therein)

10.34

Credit Agreement dated as of May 8, 2009, between State Automobile Mutual Insurance Company, as borrower, and State Auto Property & Casualty, as lender

Form 8-K Current Report filed on May 13, 2009 (see Exhibit 10.1 therein)

10.35

Addendum, effective May 8, 2019, to the Credit Agreement dated as of May 8, 2009, between State Auto Property & Casualty Insurance Company and State Automobile Mutual Insurance Company

Form 8-K Current Report filed May 8, 2019 (see Exhibit 10.01 therein)

10.36

Blanket Security Agreement effective February 15, 2013 between State Auto Property & Casualty Insurance Company and Federal Home Loan Bank of Cincinnati

Form 10-Q Quarterly Report for the period ended June 30, 2013 (see Exhibit 10.02 therein)

10.37

Insurance Company Member Addendum to Blanket Security Agreement effective February 15, 2013 between State Auto Property & Casualty Insurance Company and Federal Home Loan Bank of Cincinnati

Form 10-Q Quarterly Report for the period ended June 30, 2013 (see Exhibit 10.03 therein)

10.38

Application for Callable Advance signed September 2, 20 20 by State Auto Property & Casualty Insurance Company with respect to Blanket Security Agreement effective February 15, 2013 between State Auto Property & Casualty Insurance Company and Federal Home Loan Bank of Cincinnati

Form 8-K Current Report filed on September 4, 2020 (see Exhibit 10.01 therein)

10.39

Open Line of Credit Application dated as of April 2, 2020, between State Auto Property & Casualty Insurance and Federal Home Loan Bank of Cincinnati.

Form 8-K Current Report filed on April 2, 2020 (see Exhibit 10.01 therein)

10.40

Advance dated as of May 17, 2018, between State Auto Property & Casualty Insurance Company and Federal Home Loan Bank of Cincinnati.

Form 8-K Current Report filed on May 23, 2018 (see Exhibit 10.1 therein)

10.41*

Employment Agreement, dated as of November 28, 2017, commencing as of January 1, 2018, among State Auto Financial Corporation, State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company and Michael E. LaRocco

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 10.42 therein)

10.42*

Form of Executive Change of Control Agreement entered into on November 19 , 20 20 , among State Auto Financial Corporation, State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company and Steven E. English

Form 8-K Current Report filed on November 25, 2020 (see Exhibit 10.02 therein)

122

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.43*

Form of 8-K Current Report filed on November 25, 2020 (see Exhibit 10.02 therein)

10.44*

Executive Change of Control Agreement dated as of November 19 , 20 20 among State Auto Financial Corporation, State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company and Michael E. LaRocco

Form of 8-K Current Report filed on November 25, 2020 (see Exhibit 10.01 there)

10.45*

Form of Executive Change of Control Agreement entered into on November 19, 2020 among State Auto Financial Corporation, State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company and Kim B. Garland

Form of 8-K Current Report filed on November 25, 2020 (see Exhibit 10.02 therein)

10.46*

Form of Executive Change of Control Agreement entered into on No vember 19 , 20 20 among State Auto Financial Corporation, State Auto Property & Casualty Insurance Company, State Automobile Mutual Insurance Company and Paul M. Stachura

Form of 8-K Current Report filed on November 25, 2020, (see Exhibit 10.02 therein)

10.47*

Form of Indemnification Agreement between State Auto Financial Corporation and each of its directors

Form 8-K Current Report filed on November 20, 2008 (see Exhibit 99.1 therein)

10.48*

Officer Indemnification Agreement dated as of March 16, 2018, between State Auto Financial Corporation and Michael E. LaRocco

Form 8-K Current Report filed on March 22, 2018 (see Exhibit 10.1 therein)

10.49*

Officer Indemnification Agreement dated as of March 16, 2018, between State Auto Financial Corporation and Paul M. Stachura

Form 8-K Current Report filed on March 22, 2018 (see Exhibit 10.2 therein)

10.50*

Officer Indemnification Agreement dated as of March 16, 2018, between State Auto Financial Corporation and Gregory A. Tacchetti

Form 8-K Current Report filed on March 22, 2018 (see Exhibit 10.3 therein)

10.51*

Officer Indemnification Agreement dated as of May 8, 2009, between State Auto Financial Corporation and Steven E. English

Form 8-K Current Report filed on May 13, 2009 (see Exhibit 10.3 therein)

10.52*

State Auto Financial Corporation 2017 Long-Term Incentive Plan

Form 10-Q Quarterly Report for the period ended June 30, 2017 (see Exhibit 10.01 therein)

10.53*

Form of PAU Award Agreement under the State Auto Financial Corporation 2017 Long-Term Incentive Plan

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 10.50 therein)

10.54*

Form of Performance Unit Award Agreement under the State Auto Financial Corporation 2017 Long-Term Incentive Plan

For 8-K Current Report filed May 13, 2020 (see Exhibit 10.01 therein)

10.55*

Form of Time Based Restricted Stock Award Agreement under the State Auto Financial Corporation 2017 Long-Term Incentive Plan

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 10.52 therein)

10.56*

Form of Time Based Deferred Stock Unit Award Agreement under the State Auto Financial Corporation 2017 Long-Term Incentive Plan

Form 10-Q Quarterly Report for the period ended June 30, 2020 (see Exhibit 10.01 therein)

10.57*

Form of Performance Based Deferred Stock Award Agreement under the State Auto Financial Corporation 2017 Long-Term Incentive Plan

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 10.54 therein)

123

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.58*

Form of Performance Based Restricted Stock Award Agreement under the State Auto Financial Corporation 2017 Long-Term Incentive Plan

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 10.55 therein)

10.59*

Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2005 (see Exhibit 10.60 therein)

10.60*

Amendment Number 1 to the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation (amendment effective August 15, 2008)

Form 10-K Annual Report for the year ended December 31, 2008 (see Exhibit 10.63 therein)

10.61*

Form of Non-Qualified Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2005 (see Exhibit 10.62 therein)

10.62*

Form of Incentive Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2005 (see Exhibit 10.63 therein)

10.63*

2009 Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 8-K Current Report filed on May 13, 2009 (see Exhibit 10.7 therein)

10.64*

Amendment No. 1 to the 2009 Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2011 (see Exhibit 10.01 therein)

10.65*

Amendment No. 2 to the 2009 Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended September 30, 2013 (see Exhibit 10.01 therein)

10.66*

Amendment No. 3 to the 2009 Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-K Annual Report for the year ended December 31, 2014 (see Exhibit 10.69 therein)

10.67*

Amendment No. 4 to the 2009 Equity Incentive Compensation Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2016 (see Exhibit 10.01 therein)

10.68*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of March 6, 2014 between State Auto Financial Corporation and Steven E. English

Form 10-Q Quarterly Report for the period ended March 31, 2014 (see Exhibit 10.02 therein)

10.69*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of March 5, 2015 between State Auto Financial Corporation and Steven E. English

Form 8-K Current Report filed on May 13, 2015 (see Exhibit 10.02 therein)

10.70*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of May 7, 2015 between State Auto Financial Corporation and Michael E. LaRocco

Form 8-K Current Report filed on May 13, 2015 (see Exhibit 10.06 therein)

10.71*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of March 3, 2016 between State Auto Financial Corporation and Michael E. LaRocco

Form 10-Q Quarterly Report for the period ended March 31, 2016 (see Exhibit 10.01 therein)

10.72*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of March 3, 2016 between State Auto Financial Corporation and Steven E. English

Form 10-Q Quarterly Report for the period ended March 31, 2016 (see Exhibit 10.02 therein)

124

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.74*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of August 24, 2015 between State Auto Financial Corporation and Kim B. Garland

Form 10-Q Quarterly Report for the period ended March 31, 2016 (see Exhibit 10.04 therein)

10.75*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of August 24, 2015 between State Auto Financial Corporation and Kim B. Garland

Form 10-Q Quarterly Report for the period ended March 31, 2016 (see Exhibit 10.05 therein)

10.76*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of March 3, 2016 between State Auto Financial Corporation and Kim B. Garland

Form 10-Q Quarterly Report for the period ended March 31, 2016 (see Exhibit 10.06 therein)

10.77*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of September 9, 2015 between State Auto Financial Corporation and Paul M. Stachura

Form 10-K Annual Report for the year ended December 31, 2016 (see Exhibit 10.74 therein)

10.78*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of September 9, 2015 between State Auto Financial Corporation and Paul M. Stachura

Form 10-K Annual Report for the year ended December 31, 2016 (see Exhibit 10.75 therein)

10.79*

Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated as of March 3, 2016 between State Auto Financial Corporation and Paul M. Stachura

Form 10-K Annual Report for the year ended December 31, 2016 (see Exhibit 10.76 therein)

10.80*

Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2005 (see Exhibit 10.61 therein)

10.81*

First Amendment to the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.54 therein)

10.82*

Third Amendment to the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation

Form 10-K Annual Report for the year ended December 31, 2008 (see Exhibit 10.73 therein)

10.83*

Fourth Amendment to the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation effective November 1, 2010

Form 10-K Annual Report for year ended December 31, 2010 (see Exhibit 10.89 therein)

10.84*

Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2016 (see Exhibit 10.02 therein)

10.85*

Form of Restricted Share Unit Agreement for the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2005 (see Exhibit 10.64 therein)

10.86*

Form of Designation of Beneficiary for the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation

Form 10-Q Quarterly Report for the period ended June 30, 2005 (see Exhibit 10.65 therein)

10.87*

Supplemental Retirement Plan for Executive Employees of State Auto Insurance Companies effective as of May 1, 2010

Form 10-Q Quarterly Report for the period ended June 30, 2010 (see Exhibit 10.01 therein)

10.88*

First Amendment to the Supplemental Retirement Plan for Executive Employees of State Auto Insurance Companies (amendment effective December 1, 2010)

Form 10-K Annual Report for year ended December 31, 2010 (see Exhibit 10.96 therein)

10.89*

State Auto Financial Corporation Supplemental Executive Retirement Plan, effective January 1, 2007

Form 10-Q Quarterly Report for the period ended September 30, 2007 (see Exhibit 10.72 therein)

125

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.90*

First Amendment to the State Auto Financial Corporation Supplemental Executive Retirement Plan effective December 1, 2010

Form 10-K Annual Report for year ended December 31, 2010 (see Exhibit 10.98 therein)

10.91*

Form of Designation of Distribution Election for the State Auto Financial Corporation Supplemental Executive Retirement Plan

Form 10-Q Quarterly Report for the period ended September 30, 2007 (see Exhibit 10.73 therein)

10.92*

State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amended and restated as of March 1, 2001)

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.58 therein)

10.93*

First Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amendment effective as of December 1, 2005)

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.59 therein)

10.94*

Second Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amendment effective as of January 1, 2009)

Form 10-Q Quarterly Report for the period ended September 30, 2008 (see Exhibit 10.02 therein)

10.95*

Third Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amendment effective as of January 1, 2009)

Form 10-K Annual Report for the year ended December 31, 2008 (see Exhibit 10.84 therein)

10.96*

Fourth Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan effective November 1, 2010

1933 Act Registration Statement No. 333-170564 on Form S-8 (see Exhibit 4(j) therein)

10.97*

Fifth Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan effective January 1, 2012

Form 10-Q Quarterly Report for the period ended September 30, 2012 (see Exhibit 10.1 therein)

10.98*

Agreement of Assignment and Assumption dated as of March 1, 2001, among State Auto Financial Corporation, State Automobile Mutual Insurance Company, State Auto Property and Casualty Insurance Company, and Midwest Security Insurance Company (nka State Auto Insurance Company of Wisconsin) regarding the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.60 therein)

10.99*

Form of State Auto Insurance Companies Directors Deferred Compensation Agreement

Form 10-K Annual Report for the year ended December 31, 2005 (see Exhibit 10.61 therein)

10.100*

State Auto Property & Casualty Insurance Company Amended and Restated Incentive Deferred Compensation Plan effective as of March 1, 2010

1933 Act Registration Statement No. 333-165366 on Form S-8 (see Exhibit 4(e) therein)

10.101*

First Amendment to the State Auto Property & Casualty Insurance Company Amended and Restated Incentive Deferred Compensation Plan (amendment effective July 1, 2010)

Form 10-Q Quarterly Report for the period ended June 30, 2010 (see Exhibit 10.02 therein)

10.102*

Second Amendment to the State Auto Property & Casualty Insurance Company Amended and Restated Incentive Deferred Compensation Plan (amendment effective November 1, 2010)

1933 Act Registration Statement No. 333-170568 on Form S-8 (see Exhibit 4(h) therein)

10.103*

Third Amendment to the State Auto Property & Casualty Insurance Company Amended and Restated Incentive Deferred Compensation Plan (amendment effective January 1, 2011)

Form 10-K Annual Report for year ended December 31, 2011 (see Exhibit 10.109 therein)

126

Exhibit

No.

Description of Exhibit

If incorporated by reference document with which Exhibit was

previously filed with SEC

10.104*

State Auto Financial Corporation One Team Incentive Plan

Form 10-Q Quarterly Report for the period ended June 30, 2016 (see Exhibit 10.03 therein)

21.01

List of Subsidiaries of State Auto Financial Corporation

Included herein

23.01

Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP

Included herein

23.02

Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP

Included herein

24.01

Powers of Attorney - Robert E. Baker, Michael J. Fiorile, Kym M. Hubbard, Eileen A. Mallesch, David R. Meuse and S. Elaine Roberts

Form 10-K Annual Report for year ended December 31, 2016 (see Exhibit 24.01 therein)

24.02

Power of Attorney- Setareh Pouraghabagher

Form 10-K Annual Report for the year ended December 31, 2017 (see Exhibit 24.02 therein)

24.03

Power of Attorney- Dwight E. Smith

Included herein

31.01

CEO certification required by Section 302 of Sarbanes-Oxley Act of 2002

Included herein

31.02

CFO certification required by Section 302 of Sarbanes-Oxley Act of 2002

Included herein

32.01

CEO certification required by Section 906 of Sarbanes-Oxley Act of 2002

Included herein

32.02

CFO certification required by Section 906 of Sarbanes-Oxley Act of 2002

Included herein

101.INS

The instance document does not appear in the interactive data file because its XBRL tags are embedded within

101.SCH

XBRL Taxonomy Extension Schema Document

Included herein

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Included herein

101.DEF

XBRL Taxonomy Definition Linkbase Document

Included herein

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Included herein

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Included herein


*			Constitutes either a management contract or a compensatory plan or arrangement required to be filed as an Exhibit.

(b) EXHIBITS

The exhibits included with this Form 10-K, as indicated in Item 15(a)(3), have been separately filed.

Our financial statement schedules included with this Form 10-K, as indicated in Item 15(a)(2), follow the signatures to this Form 10-K.

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			STATE AUTO FINANCIAL CORPORATION

Dated: March 10, 2021			/s/ Michael E. LaRocco
			Michael E. LaRocco
			Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name

Title

Date

/s/ Michael E. LaRocco

Chairman, President and Chief Executive Officer

March 10, 2021

Michael E. LaRocco

(principal executive officer)

/s/ Steven E. English

Senior Vice President and Chief Financial Officer

March 10, 2021

Steven E. English

(principal financial officer)

/s/ Matthew R. Pollak

Vice President, Treasurer and Chief Accounting Officer

March 10, 2021

Matthew R. Pollak

(principal accounting officer)

Robert E. Baker*

Director

March 10, 2021

Robert E. Baker

Michael J. Fiorile*

Director

March 10, 2021

Michael J. Fiorile

Kym M. Hubbard*

Director

March 10, 2021

Kym M. Hubbard

Eileen A. Mallesch*

Director

March 10, 2021

Eileen A. Mallesch

David R. Meuse*

Director

March 10, 2021

David R. Meuse

Setareh Pouraghabagher*

Director

March 10, 2021

Setareh Pouraghabagher

S. Elaine Roberts*

Director

March 10, 2021

S. Elaine Roberts

Dwight E. Smith*

Director

March 10, 2021

Dwight E. Smith


*			Steven E. English, by signing his name hereto, does sign this document on behalf of the person indicated above pursuant to a Power of Attorney duly executed by such person.

/s/ Steven E. English

Attorney in Fact

March 10, 2021

Steven E. English

128

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE I – SUMMARY OF INVESTMENTS - OTHER THAN

INVESTMENTS IN RELATED PARTIES

December 31, 2020


($ millions)
December 31, 2020		Cost or amortized cost (1)		Fair value		Amount at which shown in the balance sheet
Available-for-sale fixed maturities:
U.S. treasury securities and obligations of U.S. government agencies		$	506.5	$	551.7	$	551.7
Obligations of states and political subdivisions		511.3		541.5		541.5
Corporate securities		459.9		483.3		483.3
U.S. government agencies residential mortgage-backed securities		639.3		660.7		660.7
Total available-for-sale fixed maturities		2,117.0		2,237.2		2,237.2

(1)	Original cost of fixed maturities, original cost reduced by repayments and adjusted for amortization of premiums or accrual of discounts.

129

STATE AUTO FINANCIAL CORPORATION

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets


($ and shares in millions, except per share amounts)	December 31
	2020		2019
Assets
Investments in common stock of subsidiaries (equity method)	$	1,108.6	$	1,067.5

Other invested assets	5.6		5.0
Cash and cash equivalents	7.3		8.8
Other assets	0		0.1
Due from affiliates	0.8		0
Federal income tax, net	14.0		15.2
Total assets	$	1,136.3	$	1,096.6
Liabilities and Stockholders’ Equity
Notes payable (affiliates $116.6 and $116.6, respectively)	$	116.6	$	116.6
Due to affiliates	0		0.7
Other liabilities	9.7		11.8
Total liabilities	126.3		129.1
Stockholders’ equity:


Common stock, without par value. Authorized 100.0 shares; 50.7 and 50.4 shares issued, respectively, at stated value of $2.50 per share	126.8		125.9
Treasury stock, 6.9 and 6.9 shares, respectively, at cost	(118.4)		(117.5)
Additional paid-in capital	213.3		206.7
Accumulated other comprehensive income	13.9		(26.9)
Retained earnings	774.4		779.3
Total stockholders’ equity	1,010.0		967.5
Total liabilities and stockholders’ equity	$	1,136.3	$	1,096.6

See accompanying notes to condensed financial statements.

130

STATE AUTO FINANCIAL CORPORATION

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONTINUED

Condensed Statements of Income


($ millions)	Year ended December 31
	2020		2019		2018
Net investment income	$	0.4	$	0.5	$	0.5
Net investment gain (loss)	0.2		0.8		(0.6)
Total revenues	0.6		1.3		(0.1)
Interest expense (affiliates $6.1, $6.3 and $6.3, respectively)	6.1		6.3		6.3
Other operating expenses	1.0		5.2		7.1
Total expenses	7.1		11.5		13.4
Loss before federal income taxes	(6.5)		(10.2)		(13.5)
Federal income tax benefit	(1.5)		(2.8)		(3.4)
Net loss before equity in net income of subsidiaries	(5.0)		(7.4)		(10.1)
Equity in net income of subsidiaries	18.1		93.2		22.3
Net income	$	13.1	$	85.8	$	12.2

See accompanying notes to condensed financial statements.

131

STATE AUTO FINANCIAL CORPORATION

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONTINUED

Condensed Statements of Comprehensive Income


($ millions, except per share amounts)	Year ended December 31
	2020		2019		2018
Net income	$	13.1	$	85.8	$	12.2
Other comprehensive income (loss), net of tax:





Unrealized equity in subsidiaries	40.8		69.5		(36.3)
Other comprehensive income (loss)	40.8		69.5		(36.3)
Comprehensive income (loss)	$	53.9	$	155.3	$	(24.1)

See accompanying notes to condensed financial statements.

132

STATE AUTO FINANCIAL CORPORATION

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONTINUED

Condensed Statements of Cash Flows


($ millions)	Year ended December 31
	2020		2019		2018
Cash flows used in operating activities:
Net income	$	13.1	$	85.8	$	12.2
Adjustments to reconcile net income to net cash used in operating activities:

Share-based compensation	(2.7)		(1.4)		2.0
Net investment (gain) loss	(0.2)		(0.8)		0.5
Equity in net gain from consolidated subsidiaries	(18.1)		(93.2)		(22.3)
Changes in operating assets and liabilities:
Other liabilities and due from affiliates	(0.8)		1.1		(0.1)

Excess tax (benefit) expense on share-based awards	0		(0.9)		0.9
Federal income taxes, net	1.2		0.9		(0.3)
Net cash used in operating activities	(7.5)		(8.5)		(7.1)
Cash flows provided by investing activities:
Dividends received from consolidated subsidiaries	21.0		14.8		15.4
Purchases of other invested assets	(0.5)		(0.3)		(0.4)



Net cash provided by investing activities	20.5		14.5		15.0
Cash flows used in financing activities:
Proceeds from issuance of common stock	3.9		5.9		15.4
Payments to acquire treasury stock	(0.9)		(0.5)		(0.2)
Payment of dividends	(17.5)		(17.4)		(17.1)



Net cash used in financing activities	(14.5)		(12.0)		(1.9)
Net (decrease) increase in cash and cash equivalents	(1.5)		(6.0)		6.0
Cash and cash equivalents at beginning of year	8.8		14.8		8.8
Cash and cash equivalents at end of year	$	7.3	$	8.8	$	14.8
Supplemental Disclosures:
Federal income tax received	2.7		2.8		4.0
Interest paid (affiliates $6.1, $6.3 and $6.3, respectively)	$	(6.1)	$	(6.3)	$	(6.3)

See accompanying notes to condensed financial statements.

133

STATE AUTO FINANCIAL CORPORATION

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONTINUED

Notes to Condensed Financial Statements

STFC’s investment in subsidiaries is stated at cost plus equity in net income from consolidated subsidiaries since the date of acquisition. STFC’s share of net income of its unconsolidated subsidiaries is included in consolidated income using the equity method.

These financial statements should be read in conjunction with the consolidated financial statements of State Auto Financial Corporation.

In preparing the Company's consolidated financial information for the year ended December 31, 2020, the Company made certain immaterial revisions to its financial statements for historical periods. Such changes are reflected in the financial results as of and for the years ended December 31, 2019 and 2018, and included in the condensed financial information on Schedule II, and will also be reflected in the historical financial results included in the Company's subsequent condensed financial information. See Note 2 Revision of Misstatement in Prior Year Financial Statements to these Consolidated Financial Statements for additional information as to the nature of the immaterial errors.

As a result of the revision, investments in subsidiaries was adjusted from $1,059.8 million to $1,067.5 million, the net federal income tax asset was adjusted from $15.3 million to $15.2 million, and retained earnings was adjusted from $782.7 million to $779.3 million within the condensed balance sheets on Schedule II for 2019. Income tax benefit was adjusted from $2.9 million to $2.8 million, and equity in earnings of subsidiaries, net of tax was adjusted from $94.7 million to $93.2 million within the condensed statements of income on Schedule II for 2019. Additionally, equity in earnings of subsidiaries, net of tax was adjusted from $22.9 million to $22.3 million million within the condensed statements of income on Schedule II for 2018.

Certain line items in the Statements of Comprehensive Income and Cash Flows, were immaterially affected by the revision of previously issued financial statements as of and for the years ended December 31, 2019 and 2018.

On July 11, 2013, STFC entered into 2 separate credit agreements with 2 of its subsidiaries, State Auto P&C and Milbank. Under the terms of the credit agreements, STFC borrowed $85.0 million and $15.0 million, from State Auto P&C and Milbank, respectively. Under the terms of each credit agreement, interest is payable semi-annually at a fixed annual interest rate of 5.28%, with the principal due at the maturity date. There are no prepayment penalties and no collateral was given as security for the payment of either of these loans.

Financial Instruments Disclosed, But Not Carried, At Fair Value

Notes Payable

Included in notes payable are the credit agreements described above with State Auto P&C and Milbank. STFC estimates the fair value of each note payable by obtaining market quotations for U.S. treasury securities with similar maturity dates and applies an appropriate credit spread. These have been placed in Level 3 of the fair value hierarchy.


($ millions, except interest rates)	December 31, 2020						December 31, 2019
	Carrying value		Fair Value		Interest rate		Carrying value		Fair value		Interest rate
Affiliate note payable with Milbank, issued $15.0, July 2013 with fixed interest	$	15.0	$	20.3	5.28	%	$	15.0	$	18.4	5.28	%
Affiliate note payable with State Auto P&C, issued $85.0, July 2013 with fixed interest	85.0		114.9		5.28	%	85.0		104.4		5.28	%
Total notes payable to affiliates	$	100.0	$	135.2			$	100.0	$	122.8

134

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE III – SUPPLEMENTARY INSURANCE INFORMATION

Years Ended December 31, 2020, 2019 and 2018


($ millions) Segment	Deferred policy acquisition cost		Future benefits, claims and losses(1)		Unearned premiums		Other policy claims and benefits payable		Premium revenue
Year ended December 31, 2020:
Personal insurance segment	$	68.7	$	280.6	$	418.1	$	0	$	819.0
Commercial insurance segment	53.4		572.2		296.9		0		561.8
Specialty run-off	0		173.3		0.1		0		0.1

Total	$	122.2	$	1,026.1	$	715.1	$	0	$	1,380.9
Year ended December 31, 2019:
Personal insurance segment	$	62.6	$	247.2	$	373.9	$	0	$	755.9
Commercial insurance segment	48.3		572.0		267.5		0		488.6
Specialty run-off	0.2		233.7		0.3		0		5.7

Total	$	111.1	$	1,052.9	$	641.7	$	0	$	1,250.2
Year ended December 31, 2018:
Personal insurance segment	$	59.0	$	240.5	$	340.9	$	0	$	673.4
Commercial insurance segment	41.6		581.9		230.7		0		464.4
Specialty run-off	1.3		318.9		6.0		0		99.8

Total	$	101.9	$	1,141.3	$	577.6	$	0	$	1,237.6

135


Segment		Net investment income		Benefits, losses and settlement expenses(2)		Amort. of deferred policy acquisition costs		Other operating expenses		Premiums written
Year ended December 31, 2020:
Personal insurance segment		$	0	$	617.2	$	135.1	$	125.0	$	863.2
Commercial insurance segment		0		339.9		101.3		119.1		593.3
Specialty run-off		0		16.8		0.2		0.7		(0.2)
Investment operations segment		72.1		0		0		0		0
Total		$	72.1	$	973.9	$	236.6	$	244.8	$	1,456.3
Year ended December 31, 2019:
Personal insurance segment		$	0	$	553.4	$	127.5	$	110.0	$	789.1
Commercial insurance segment		0		280.4		88.2		113.3		526.3
Specialty run-off		0		12.7		0.8		2.2		(0.1)
Investment operations segment		80.4		0		0		0		0
Total		$	80.4	$	846.5	$	216.5	$	225.5	$	1,315.3
Year ended December 31, 2018:
Personal insurance segment		$	0	$	442.3	$	114.7	$	116.3	$	726.0
Commercial insurance segment		0		275.2		84.1		115.7		469.8
Specialty run-off		0		80.6		21.2		(2.2)		14.0
Investment operations segment		84.9		0		0		0		0
Total		$	84.9	$	798.1	$	220.0	$	229.8	$	1,209.9

(1)	Segmented balances are net of reinsurance recoverable on losses and loss expenses payable.
(2)	Benefits, losses and settlement expenses are monitored on a statutory basis.

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE IV – REINSURANCE

Years Ended December 31, 2020, 2019 and 2018


($ million, except percentages)				Ceded to				Assumed from
		Gross Amount		Unaffiliated Companies		Affiliated Companies(1)		Unaffiliated Companies		Affiliated Companies(1)		Net Amount		Percentage of amount assumed to net (2)
Property-casualty earned premiums for year ended December 31,
2020		$	1,067.6	$	39.0	$	1,113.4	$	84.8	$	1,380.9	$	1,380.9	6.1	%
2019		976.8		31.0		1,027.1		81.3		1,250.2		1,250.2		6.5	%
2018		881.3		23.0		919.3		61.0		1,237.6		1,237.6		4.9	%

(1)	These columns include the effect of intercompany pooling.
(2)	Calculated as earned premiums assumed from outside companies to net amount.

136

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Avg

State Auto Financial (STFC) 10-K2020 FY Annual report

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