UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2015 (July 30, 2015)

 

 

STATE AUTO FINANCIAL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

 

 

Ohio

 

000-19289

 

31-1324304

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS 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

Not Applicable

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 2. Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2015, State Auto Financial Corporation (the “Company”) issued a press release disclosing the Company’s results of operations for the three- and six-month periods ended June 30, 2015 (the “Release”). The full text of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Release included a non-GAAP financial measure, net income (loss) from operations per diluted share. Net income (loss) from operations differs from GAAP net income (loss) only by the exclusion of realized capital gains (losses), net of applicable taxes, on investment activity for the periods being reported. For the three-month periods ended June 30, 2015 and 2014, GAAP net income (loss) was $0.06 per diluted share and $0.07 per diluted share, respectively, while net income (loss) from operations was $(0.02) per diluted share and $(0.01) per diluted share for the same respective periods. For the three-month periods ended June 30, 2015 and 2014, realized capital gains, net of applicable taxes, increased the GAAP net income per diluted share by $0.08 and $0.08, respectively.

Management uses net income (loss) from operations because it believes this calculation better indicates the Company’s operating performance than GAAP net income (loss) in that net income (loss) from operations excludes the sometimes volatile realized capital gains/losses, net of applicable federal income taxes, that can produce inconsistent results.

The Release also included a non-GAAP financial measure as to the combined ratio. The GAAP combined ratio for the three- and six-month periods ended June 30, 2015 was 106.1% and 100.3%, respectively, and for the three- and six-month periods ended June 30, 2014 was 107.3% and 103.2%, respectively. Excluding the impact of the homeowners quota share arrangement,(1) adverse reserve development on terminated program business written through Risk Evaluation and Design, LLC (RED) and severance expenses related to reorganization of the information technology department, the combined ratio for the three- and six-month periods ended June 30, 2014 would have been 101.9% and 99.2%, respectively. Management believes this non-GAAP financial measure provides investors with meaningful information concerning the Company’s GAAP combined ratio.

The Release also included a non-GAAP financial measure as to net written premium. Net written premium for the personal insurance segment for the three- and six-month periods ended June 30, 2015 increased 34.0% and 29.7%, respectively, from the same periods in 2014. Excluding the impact of the homeowners quota share arrangement(1), net written premium for the personal insurance segment for the three- and six-month periods ended June 30, 2015 decreased 5.5% and 6.2%, respectively, from the same periods in 2014. Management believes this non-GAAP financial measure provides investors with a meaningful comparison of the Company’s current and historical net written premium.

 

(1) Homeowners quota share arrangement: On December 31, 2011, the State Auto Group entered into a quota share reinsurance agreement with a syndicate of unaffiliated reinsurers covering its homeowners book of business. This agreement expired December 31, 2014 in accordance with its terms.


Section 7. Regulation FD

Item 7.01. Regulation FD Disclosure.

The Company’s management conducted a conference call on July 30, 2015, at approximately 11:00 a.m., ET, to review the Company’s financial results for the three- and six-month periods ended June 30, 2015, and to respond to questions from interested investors and financial analysts. A transcript of the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In addition to the Consolidated Statements of Income and reconciliation schedules included with the Release, the Company makes available on its website additional supplemental schedules containing financial information for the Company. This information is available at www.stateauto.com by clicking “News Releases” under the “Investors” tab.

Section 9. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit No.

  

Description

99.1    Press release issued by State Auto Financial Corporation on July 30, 2015, regarding results of operations for the three- and six-month periods ended June 30, 2015.
99.2    Transcript of conference call held by management of State Auto Financial Corporation on July 30, 2015.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      STATE AUTO FINANCIAL CORPORATION
Date: August 5, 2015     By   /s/ Steven E. English
      Senior Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release issued by State Auto Financial Corporation on July 30, 2015, regarding results of operations for the three- and six-month periods ended June 30, 2015.
99.2    Transcript of conference call held by management of State Auto Financial Corporation on July 30, 2015.


Exhibit 99.1

 

State Auto Financial reports second quarter 2015 results

 

•    Quarterly income of $0.06 per share

 

•    Quarterly GAAP combined ratio of 106.1

 

•    Return on equity of 12.2%

 

•    Book value per share of $21.35

 

Columbus, Ohio (July 30, 2015) – State Auto Financial Corporation (NASDAQ:STFC) today reported second quarter 2015 net income of $2.7 million, or $0.06 per diluted share, versus net income of $3.0 million, or $0.07 per diluted share, for the second quarter of 2014. Net loss from operations1 per diluted share for the second quarter 2015 was $0.02 versus net loss from operations1 per diluted share of $0.01 for the same 2014 period.

 

Operating Results

 

STFC’s GAAP combined ratio for the second quarter 2015 was 106.1 versus 107.3 for the second quarter of 2014. Catastrophe losses during the second quarter 2015 accounted for 11.4 points of the 72.1 total loss ratio points, or $35.5 million, versus 7.9 points of the total 71.0 loss ratio points, or $21.2 million, for the same period in 2014.

 

The State Auto Group’s homeowners’ quota share reinsurance arrangement (the “HO QS Arrangement”) expired on Dec. 31, 2014. During the second quarter of 2014, STFC reported adverse reserve development on terminated program business written through Risk Evaluation & Design LLC, a wholly owned subsidiary of State Automobile Mutual Insurance Company, and announced a plan to reorganize its information technology department and recorded related severance expenses. STFC’s GAAP combined ratio on a pro forma basis excluding these items for the second quarter of 2014 was 101.92, which included catastrophe losses of 11.8 points, or $36.8 million. Contributing to the higher reported combined ratio of 106.1 in the second quarter of 2015, were elevated personal auto and commercial auto loss ratios.

 

Net written premium for the second quarter of 2015 increased 15.0% over the same period in 2014. Net written premium increased 34.0%, 0.7% and 5.3% for our personal, business and specialty insurance segments, respectively, from the same period in 2014. Excluding the impact of the HO QS Arrangement, the personal insurance segment net written premium for the second quarter decreased 5.5%3 from the same period in 2014. The decline in the personal insurance segment reflects lower levels of new business. The growth in the specialty insurance segment was driven by pricing and new business.

  

LOGO

News Release

 

Contact

 

Tara Shull

Investor Relations and Finance Director

614.917.4478 F 614.887.1793

Tara.Shull@StateAuto.com

 

Kyle Anderson

AVP/Director of Corporate Communication

614.917.5497 M 614.477.5301

Kyle.Anderson@StateAuto.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Headquarters

518 E. Broad St.

Columbus, OH 43215

614.464.5000

800.444.9950

 

For additional information:

StateAuto.com/STFC

facebook.com/StateAuto

twitter.com/StateAuto

twitter.com/StateAuto

 

 

 

– CONTINUED –


State Auto Financial reports second quarter 2015 results, July 30, 2015

Page 2

 

For the first six months of 2015, STFC had net income of $27.4 million, or $0.66 per diluted share, compared to net income of $30.1 million, or $0.73 per diluted share, for the same 2014 period.

STFC’s GAAP combined ratio for the first six months of 2015 was 100.3 compared to 103.2 for the same 2014 period. Catastrophe losses increased the loss ratio for the first six months of 2015 by 6.4 points, or $40.0 million, compared to 5.2 points, or $27.5 million for the first six months of 2014.

STFC’s GAAP combined ratio on a pro forma basis excluding the items described above for the first six months of 2014 was 99.22, which included catastrophe losses of 7.3 points, or $45.5 million.

Net written premium year to date 2015 increased 15.3% compared to the same 2014 period. For the first six months of 2015, net written premium for the business insurance segment decreased 0.6%, while the personal and specialty insurance segments increased 29.7% and 15.0%, respectively, compared to the same period in 2014. Excluding the impact of the HO QS Arrangement, the personal insurance segment net written premium for the second quarter decreased 6.2%3 from the same period in 2014. The decline in the personal insurance segment reflects lower levels of new business. The growth in the specialty insurance segment was driven by pricing and new business.

Book Value and Return on Equity

STFC’s book value was $21.35 per share as of June 30, 2015, a decrease of $0.70 per share from STFC’s book value on March 31, 2015 due to investment valuations. Return on stockholders’ equity for the twelve months ended June 30, 2015, was 12.2% compared to 8.4% for the twelve months ended June 30, 2014.

STFC President and CEO Mike LaRocco commented on the quarter as follows:

“Net income for the quarter was $2.7 million. However, we reported a net operating loss per share of $0.02. Our second and third quarters are typically more severe due to unpredictable weather, but the second quarter of 2015 was particularly disappointing. While catastrophe experience was better than our five-year average, personal and commercial auto non-cat loss ratios deteriorated, reflecting changes in expected severity and ultimate claim counts.

“On a reported basis it appears the personal insurance segment production is growing. This growth is artificial resulting from the expiration of the homeowners’ quota share reinsurance arrangement. Excluding the impact of the arrangement, personal insurance segment net written premium decreased 5.5% compared to the second quarter of 2014. Business insurance production is flat, while our specialty insurance segment continues to grow.

“Our highest priorities are reducing expenses and reversing declines in production, which will lead to profitable growth. A significant factor in that effort is the work we’re doing to become a more nimble, responsive and ultimately more profitable company. We’ll improve product design and segmentation and strengthen our data analysis capabilities, making us a more relevant competitor. We’ll implement a technology plan that makes us easier to do business with and supports profitable growth. And our goals, compensation and culture will be aligned with where we’re going.

“This work won’t be easy, but I’m confident we’ll be successful. Every State Auto associate is engaged and focused on returning our Company to reliable, consistent profitable growth.”

 

– CONTINUED –


State Auto Financial reports second quarter 2015 results, July 30, 2015

Page 3

 

State Auto Financial Corporation, headquartered in Columbus, Ohio, is a super regional property and casualty insurance holding company and is proud to be a Trusted Choice® company partner. STFC stock is traded on the NASDAQ Global Select Market, which represents the top fourth of all NASDAQ listed companies.

The insurance subsidiaries of State Auto Financial Corporation are part of the State Auto Group. The State Auto Group markets its insurance products throughout the United States, through independent insurance agencies, which include retail agencies and wholesale brokers. The State Auto Group is rated A- (Excellent) by the A.M. Best Company and includes State Automobile Mutual, State Auto Property & Casualty, State Auto Ohio, State Auto Wisconsin, Milbank, Meridian Security, Patrons Mutual, Rockhill Insurance, Plaza Insurance, American Compensation and Bloomington Compensation. Additional information on State Auto Financial Corporation and the State Auto Insurance Companies can be found online at http://www.StateAuto.com/STFC.

1 Net income (loss) from operations, a non-GAAP financial measure which management believes is informative to Company management and investors, differs from GAAP net income (loss) only by the exclusion of realized capital gains and (losses), net of applicable taxes, on investment activity for the periods being reported. For STFC, this amounted to income of $0.08 per diluted share for the second quarter 2015 and income of $0.14 year to date 2015 versus income of $0.08 per diluted share for the second quarter 2014 and income of $0.25 year to date 2014.

2 Represents a non-GAAP financial measure as to the three and six months ended 2014 combined ratio. A reconciliation of the difference between this non-GAAP financial measure with the most directly comparable GAAP financial measure is included in Schedules 1A and 1B that is part of this release.

3 Represents a non-GAAP financial measure as to net written premium for the three and six months ended 2014. A reconciliation of the difference between this non-GAAP financial measure with most directly comparable GAAP financial measure is included in Schedule 2 that is part of this release.

STFC has scheduled a conference call with interested investors for Thursday, July 30, at 11 a.m. ET to discuss the Company’s second quarter 2015 performance. Live and archived broadcasts of the call can be accessed at http://www.StateAuto.com/STFC. A replay of the call can be heard beginning at 2 p.m., July 30, by calling 855-859-2056, conference ID 80117243. Supplemental schedules detailing the Company’s second quarter 2015 financial, sales and underwriting results are made available on http://www.StateAuto.com/STFC prior to the conference call.

* * * * * *

Except for historical information, all other information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in State Auto Financial’s Form 10-K and Form 10-Q reports and exhibits to those reports, and include (but are not limited to) legislative changes at both the state and federal level, state and federal regulatory rule making promulgations and adjudications, class action litigation involving the insurance industry and judicial decisions affecting claims, policy coverages and the general costs of doing business, the impact of competition on products and pricing, inflation in the costs of the products and services insurance pays for, product development, geographic spread of risk, weather and weather-related events, and other types of catastrophic events. State Auto Financial undertakes no obligation to update or revise any forward-looking statements.

 

– CONTINUED –


State Auto Financial reports second quarter 2015 results, July 30, 2015

Page 4

 

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

     Three months
ended June 30
    Six months ended
June 30
 
($ in millions, except per share amounts)    2015     2014     2015      2014  

Net premiums written

   $ 339.3      $ 295.1      $ 646.3       $ 560.5   
  

 

 

   

 

 

   

 

 

    

 

 

 

Earned premiums

     311.5        268.3        626.8         530.8   

Net investment income

     19.8        20.5        35.2         38.1   

Net realized gain on investments

     5.4        5.3        9.2         16.0   

Other income

     0.7        0.3        1.1         0.8   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total revenue

     337.4        294.4        672.3         585.7   
  

 

 

   

 

 

   

 

 

    

 

 

 

Income before federal income taxes

     3.4        3.1        36.6         30.8   

Federal income tax expense

     0.7        0.1        9.2         0.7   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net income

   $ 2.7      $ 3.0      $ 27.4       $ 30.1   
  

 

 

   

 

 

   

 

 

    

 

 

 

Earnings per common share:

         

- basic

   $ 0.06      $ 0.07      $ 0.67       $ 0.74   

- diluted

   $ 0.06      $ 0.07      $ 0.66       $ 0.73   

(Loss) earnings per share from operations (A):

         

- basic

   $ (0.02   $ (0.01   $ 0.52       $ 0.48   

- diluted

   $ (0.02   $ (0.01   $ 0.52       $ 0.48   

Weighted average shares outstanding:

         

- basic

     41.0        40.8        41.0         40.8   

- diluted

     41.5        41.2        41.5         41.2   

Return on average equity (LTM)

     12.2     8.4     

Book value per share

   $ 21.35      $ 20.65        

Dividends paid per share

   $ 0.10      $ 0.10      $ 0.20       $ 0.20   

Total shares outstanding

     41.1        40.9        

GAAP ratios:

         

Cat loss and ALAE ratio

     11.4        7.9        6.4         5.2   

Non-cat loss and LAE ratio

     60.7        63.1        60.5         63.0   
  

 

 

   

 

 

   

 

 

    

 

 

 

Loss and LAE ratio

     72.1        71.0        66.9         68.2   

Expense ratio

     34.0        36.3        33.4         35.0   
  

 

 

   

 

 

   

 

 

    

 

 

 

Combined ratio

     106.1        107.3        100.3         103.2   
  

 

 

   

 

 

   

 

 

    

 

 

 

(A) Reconciliation of non-GAAP financial measure:

         

Net income from operations:

         

Net income

   $ 2.7      $ 3.0      $ 27.4       $ 30.1   

Less net realized gain on investments, less applicable federal income taxes

     3.5        3.5        6.0         10.4   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net (loss) income from operations

   $ (0.8   $ (0.5   $ 21.4       $ 19.7   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

– CONTINUED –


State Auto Financial reports second quarter 2015 results, July 30, 2015

Page 5

 

Schedule 1A

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

RECONCILIATION OF ADJUSTMENTS

(unaudited)

The following table sets forth reconciliations of the expired HO QS Arrangement cession, reserve strengthening for terminated RED programs and severance expenses recognized as a result of the reorganization of the IT department on the Company's overall results and key performance indicators on a pro forma GAAP basis as if they had not been in effect for the three months ended June 30, 2014:

 

     Three months ended June 30, 2014  
($ in millions)    As
Reported
    Adjustments     Pro Forma
without
Adjustments
 

Earned Premiums

   $ 268.3      $ 44.1  (1)    $ 312.4   

Losses and LAE Incurred:

      

Cat loss and ALAE

     21.2        15.6  (1)    $ 36.8   

Non-cat loss and LAE

     169.2        18.3  (1)      176.1   
       (11.4 )(2)   
  

 

 

   

 

 

   

 

 

 

Loss and LAE

     190.4        22.5        212.9   

Acquisition and operating expenses

     97.3        12.8  (1)      105.7   
       (4.4 )(3)   
  

 

 

   

 

 

   

 

 

 

Net underwriting (loss) gain

   $ (19.4   $ 13.2      $ (6.2
  

 

 

   

 

 

   

 

 

 

Cat loss and ALAE ratio

     7.9     N/M  *      11.8

Non-cat loss and LAE ratio

     63.1     N/M  *      56.3
  

 

 

   

 

 

   

 

 

 

Loss and LAE ratio

     71.0     N/M  *      68.1

Expense ratio

     36.3     N/M  *      33.8
  

 

 

   

 

 

   

 

 

 

Combined ratio

     107.3     N/M  *      101.9
  

 

 

   

 

 

   

 

 

 

Footnotes:

 

(1) HO QS cession
(2) RED reserve strengthening
(3) Severance expenses

* N/M = Not Meaningful

 

– CONTINUED –


State Auto Financial reports second quarter 2015 results, July 30, 2015

Page 6

 

Schedule 1B

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

RECONCILIATION OF ADJUSTMENTS

(unaudited)

The following table sets forth reconciliations of the expired HO QS Arrangement cession, reserve strengthening for terminated RED programs and severance expenses recognized as a result of the reorganization of the IT department on the Company's overall results and key performance indicators on a pro forma GAAP basis as if they had not been in effect for the six months ended June 30, 2014:

 

     Six months ended June 30, 2014  
($ in millions)    As
Reported
    Adjustments     Pro Forma
without
Adjustments
 

Earned Premiums

   $ 530.8      $ 88.3  (1)    $ 619.1   

Losses and LAE Incurred:

      

Cat loss and ALAE

     27.5        18.0  (1)    $ 45.5   

Non-cat loss and LAE

     334.7        38.8  (1)      361.9   
       (11.6 )(2)   
  

 

 

   

 

 

   

 

 

 

Loss and LAE

     362.2        45.2        407.4   

Acquisition and operating expenses

     185.8        25.6  (1)      207.0   
       (4.4 )(3)   
  

 

 

   

 

 

   

 

 

 

Net underwriting (loss) gain

   $ (17.2   $ 21.9      $ 4.7   
  

 

 

   

 

 

   

 

 

 

Cat loss and ALAE ratio

     5.2     N/M     7.3

Non-cat loss and LAE ratio

     63.0     N/M     58.5
  

 

 

   

 

 

   

 

 

 

Loss and LAE ratio

     68.2     N/M     65.8

Expense ratio

     35.0     N/M     33.4
  

 

 

   

 

 

   

 

 

 

Combined ratio

     103.2     N/M     99.2
  

 

 

   

 

 

   

 

 

 

Footnotes:

 

(1) HO QS cession
(2) RED reserve strengthening
(3) Severance expenses

* N/M = Not Meaningful

 

– CONTINUED –


State Auto Financial reports second quarter 2015 results, July 30, 2015

Page 7

 

Schedule 2

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

NET WRITTEN PREMIUM COMPARISON ($ millions)

(unaudited)

 

Personal segment    Quarter to Date     Year to Date  
     6/30/2015      6/30/2014      $ Change     % Change     6/30/2015      6/30/2014      $ Change     % Change  

As reported:

                    

Personal auto

   $ 86.3       $ 92.0       $ (5.7     (6.2 )%    $ 168.7       $ 181.5       $ (12.8     (7.1 )% 

Homeowners

     60.8         16.3         44.5        273.0     107.3         28.8         78.5        272.6

Other personal

     8.8         8.0         0.8        10.0     17.0         15.6         1.4        9.0
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

 

 

   
     155.9         116.3         39.6        34.0     293.0         225.9         67.1        29.7

Homeowners:

                    

Homeowners cession

     —           48.6         (48.6     (100.0 )%      —           86.5         (86.5     (100.0 )% 
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

 

 

   
     —           48.6         (48.6     (100.0 )%      —           86.5         (86.5     (100.0 )% 

Total excluding HO QS arrangement:

  

                 

Personal auto

     86.3         92.0         (5.7     (6.2 )%      168.7         181.5         (12.8     (7.1 )% 

Homeowners

     60.8         64.9         (4.1     (6.3 )%      107.3         115.3         (8.0     (6.9 )% 

Other personal

     8.8         8.0         0.8        10.0     17.0         15.6         1.4        9.0
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

 

 

   

Grand total

   $ 155.9       $ 164.9       $ (9.0     (5.5 )%    $ 293.0       $ 312.4       $ (19.4     (6.2 )% 
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

 

 

   

 

– CONTINUED –



Exhibit 99.2

 

LOGO

 

 

 

 

 

 

 

 

LOGO


LOGO

 

CORPORATE PARTICIPANTS

Tara Shull State Auto Financial Corporation - IR & Finance Director

Mike LaRocco State Auto Financial Corporation - President, CEO

Steve English State Auto Financial Corporation - SVP, CFO

Jessica Buss State Auto Financial Corporation - SVP Specialty Lines

CONFERENCE CALL PARTICIPANTS

Arash Soleimani Keefe, Bruyette & Woods - Analyst

Larry Greenberg Janney Montgomery Scott - Analyst

PRESENTATION

Operator

Welcome and thank you for standing by. (Operator Instructions) Today’s call is being recorded. If you have any objections please disconnect at this time.

I’d now like to turn the call over to State Auto Financial Corporation Investor Relations and Finance Director, Tara Shull.

Tara Shull - State Auto Financial Corporation—IR & Finance Director

Thank you, Kyle. Good morning and welcome to our second-quarter 2015 earnings conference call. Today I am joined by our President and CEO, Mike LaRocco; Senior Vice President and CFO, Steve English; Senior Vice President of Specialty, Jessica Buss; Chief Investment Officer, Scott Jones; and Chief Actuarial Officer, Matt Mrozek.

Today’s call will include prepared remarks, after which we will open the lines for questions. Please note our comments today may include forward-looking statements which by their nature involve a number of risk factors and uncertainties which may affect future financial performance. Such risk factors may cause actual results to differ materially from those contained in our projections or forward-looking statements. These types of factors are discussed at the end of our press release as well as in our annual and quarterly filings with the Securities and Exchange Commission, to which I refer you.

A financial packet containing reconciliations of certain non-GAAP measures along with supplemental financial information is available to all interested parties on our website, stateauto.com, under the Investors section as an attachment to the press release. Now I’ll turn the call over to STFC’s President and CEO, Mike LaRocco.

Mike LaRocco - State Auto Financial Corporation - President, CEO

Thanks, Tara, and good morning, everyone. Earlier today we reported second-quarter net income of $0.06 per diluted share and a quarterly GAAP combined ratio of 106.1%. Year-to-date we reported net income of $0.66 per diluted share and a combined ratio of 100.3%.

Our current book value per share is $21.35, and our return on equity is 12.2%. Steve will go over the financial results shortly.

The second and third quarters are typically more severe due to unpredictable weather. In the quarter we had similar catastrophe experience to last year, excluding the impact of the homeowners quota share, and we beat our five-year quarterly average.

But the second quarter was still disappointing. Commercial and personal auto non-cat loss ratios were up, as well as other and product liability. However, we saw core loss ratio improvement in fire and allied.

Personal and business production continues to decline. That is not okay. The worst thing is to grow and not be profitable. The second worst thing is to be profitable and not grow. We must grow profitably. That’s our focus.

 

 

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I’ve learned a lot about State Auto during the three months since I joined the Company. I’ve spent time with associates, agents, brokers, and investors. It’s clear to me that we have potential and a strong foundation on which to build. What we need is to be clear about where we are going and how to get there.

I’ve just completed a corporate vision and strategy that reflects much of what I’ve learned and what we need to change moving forward. We’ll adjust our organizational structure to align the way we work with our vision and goals, including bringing in some new leadership. That includes a structure that’s effective and efficient, and supports a responsive, nimble and creative organization.

We are also developing a plan to ensure our technology supports where we’re going, one that makes us easy to do business with and supports profitable growth. We’ll also make sure goals, compensation and culture are aligned with where we’re going.

Currently, three teams of associates are helping us transition from analysis to action. The first team is focused on non-technology processing improvements, improving the way we do business. The second team is identifying ways to increase sales and improve retention, and the third team is focused on expenses. They are already implementing changes that reflect a more nimble, responsive, and ultimately profitable company.

We must have a culture that allows for candor, transparency, creativity and respectful debate. An open and inclusive culture is needed because every team member has to contribute with their hard work, ideas and passion. I’m very pleased to say our associates are engaged in this effort. They get it. Together we will create a culture in which we treat each other as professionals, encourage open communication, and every one of us thinks like an owner.

With that I will turn it over to Steve.

Steve English - State Auto Financial Corporation - SVP, CFO

Thanks, Mike. Today we reported a combined ratio of 106.1% for the quarter compared to 107.3% a year ago. As a reminder, last year during the second quarter $11.4 million was added to the ultimate loss estimate for RED, and we restructured our IT organization resulting in a one-time charge of $4.4 million. Absent these events and the homeowners quota share impact, the combined ratio for the second quarter of 2014 was 101.9%. This can be seen in Schedule 1A included in the supplemental exhibits.

The second-quarter 2015 results reflect higher non-cat losses in both personal and commercial auto and other and product liability lines. Additionally, second-quarter 2015 results include a reinsurance correction impacting the specialty segment that I’ll comment further upon in a moment.

Year to date the combined ratio was 100.3%, slightly above the first half of 2014, absent the one-time impacts discussed above of 99.2 as disclosed on Schedule 1B in the supplemental exhibits.

The catastrophe loss ratio for the quarter was 11.4 points. That’s well below our second-quarter five-year average of 18.4 which, keep in mind, reflects the homeowner quota share arrangement which lowers the average. Year to date the catastrophe loss ratio was 6.4 points.

Moving on to non-cat loss ratio results, let’s first address prior-year development. For the quarter STFC’s non-cat loss and allocated loss adjustment expense results reflects 0.7 points of overall favorable reserve development, compared to 2.2 points of unfavorable development in the same 2014 period. For the first half of 2015, the non-cat loss and allocated loss adjustment expense results include 1.1 points of favorable development, compared to 1.8 points of favorable development for the same 2014 period. RED reserve strengthening in the second quarter of 2014 and first six months of 2014 added 4.3 points and 2.2 points, respectively, to the non-cat loss ratio. So in 2015, for non-cat losses we have seen less overall favorable development, excluding RED, than a year ago.

Having said that, the accident year non-cat loss ratios in total have improved over 2014 periods. There was no significant development of prior-year catastrophe loss reserves in 2015 for the quarter or the year.

While homeowners and other personal lines performed as expected, personal auto has not improved during 2015 as anticipated. Personal auto’s non-cat loss ratio, and in particular bodily injury, has increased as we are seeing greater severity and more reported claims than expected for the past two accident years. This resulted in minimal development this quarter as compared to the second quarter of 2014, which experienced 2.6 points of favorable development of prior accident year losses.

Setting aside the impact of the homeowners quota share arrangement, net written premium in the personal segment is down 5.5% for the quarter and 6.2% for the year compared to the same 2014 periods. Growing our policies in force in this segment is an area of great focus for us.

 

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Turning to the business segment, commercial auto’s non-cat loss ratio for the quarter and year to date is elevated with severity-driven adverse development of prior accident year’s liability and physical damages losses, again from 2013 and 2014. Adverse development added 3.9 points to the current period quarterly loss ratio while last year in the second quarter favorable development reduced the loss ratio by 8.1 points.

Other and product liability non-cat loss ratio is higher by 23.3 points compared to the second quarter of 2014. While we did see an increase in losses in the quarter as compared to a year ago, the loss ratio itself is not outside of a range we have seen in this line going back over the past few years. Last year’s second quarter was an exceptional result.

Offsetting the increases in commercial auto and other and product liability loss ratios were improved results in fire and allied lines for both the quarter and year to date.

Quarter-over-quarter and year-over-year, business insurance premium is flat.

For the specialty insurance segment, the non-cat loss ratio for the quarter was 55.9 points, which was 13.9 points better than the second quarter of 2014. We have seen overall improvement on a year-to-date basis as well. The improvement was primarily driven by the absence of adverse RED reserve development in 2015, offset by an increase in the E&S casualty unit’s non-cat loss ratio. The non-cat loss ratios in 2015 for the E&S property and worker’s compensation units continue to perform well.

The E&S casualty unit’s loss ratio was 68.1% for the quarter and 61.9% for the first six months of 2015. The loss ratios were impacted by a reinsurance correction relating to our main reinsurance agreement covering casualty risks written by our specialty segment. The correction added 10.4 points to the quarterly loss ratio and 4.2 points to the year-to-date loss ratio in the E&S casualty unit, and had an insignificant impact to the program unit.

In total, for the quarter and year to date, earned premiums were reduced by $5.5 million, losses reduced by $2.1 million, and expenses reduced by $1.6 million for a net impact reducing pre-tax earnings by $1.8 million, or an after-tax impact of $1.2 million in the quarter. Outside of the impact of the reinsurance correction, the E&S casualty unit loss ratio is higher in 2015, driven by a change in product mix due to the acquisition of Partners General in 2014.

Specialty segment net written premiums increased 5.3% during the quarter and 15% for the first half of the year from growth in the programs and worker’s compensation units. E&S property net written premiums decreased 26.4% in the quarter and 15.9% year to date with additional capacity in the reinsurance market and soft market conditions. E&S casualty written premiums for the quarter and year were reduced $7.6 million due to the previously discussed reinsurance adjustment. Absent this, net written premiums for this unit grew due to the acquisition of Partners General.

Turning to RED, there were no material changes to the loss estimates. For the restaurant program, which is protected by the adverse development cover, outstanding claim counts at June 30, 2015, were 738, down from 898 at December 31, 2014. The trucking program’s outstanding claims are at 194, down from 277 at December 31, 2014. For the remaining RED programs, outstanding claims now totaled 130 at June 30. RED reserves were $94.9 million at June 30, of which 58% related to the restaurant program.

Sequentially, net investment income is up $4.4 million for the quarter, benefiting from TIPS, as disclosed in our supplemental exhibits. As interest rates have begun to rise, the overall investment valuations decreased, resulting in unrealized losses which reduced book value per share $0.69 in the quarter.

Finally, as of June 30, 2015, our Group surplus stands at $1.2 billion, while STFC’s insurance subsidiaries have a combined statutory surplus of $798 million. Now I will turn you over to Jessica Buss to discuss specialty results.

Jessica Buss - State Auto Financial Corporation - SVP Specialty Lines

Thanks, Steve. My comments are focused on growth, profitability and opportunity in each unit of the specialty segment. Overall, specialty continues to perform well both in terms of growth and profitability.

The organic growth strategy of doing more of what we do with more people in more places, without significant change in our risk profile while maintaining underwriting and price discipline, has proven very effective. It allows us not only to grow, but to grow profitably.

As part of our strategy we continue to look for market opportunities in terms of new products, acquisitions of teams, or small MGU acquisitions in target segments. This approach works well with our overall culture of being nimble and creative so we can timely respond to a rapidly changing marketplace. It is clear, though, that the level of opportunity varies significantly within specialty.

 

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The E&S property market continues to soften and is littered with capacity. This environment alone is hard to navigate; but when you throw on top of that minimal storm activity, aggregated business models, collateral markets and reduced reinsurance costs, it leaves a market that makes growth difficult. The good news for us is that while we’re losing business — partly driven by the market but also exacerbated by the transition to our new property team — we’ve been able to write pockets of profitable business, enabled by our small size in the market, our relationships and our responsiveness. That being said, as a result of these market pressures and management transition, our premiums have decreased. However, now that the team transition is complete, we’ll focus on returning renewal retention to historical levels and implementing efforts to increase new business opportunities.

Rates continue to decline, with broker markets asking for decreases of up to 15% on small to medium-sized accounts, and more than 15% on larger accounts. Our rate decrease year to date is 7.8%. We’ll continue to focus on profitable renewals and write all the business we can at the right rate, adding only those risks we believe will allow us to outperform the market if and when a storm does occur. We continue to see opportunity by providing superior service and leveraging strong relationships within the wholesale market while providing competitive terms. Our loss ratio continues to be outstanding at 10.4% for the quarter and 13.4% year to date, both significantly better than comparable periods last year.

We continue to be pleased with growth and profitability in our E&S casualty units and we remain optimistic about the opportunities to grow in this space. We’re starting to see a gradual decline in rates, but still believe we have organic and inorganic new business opportunities in niche areas. Year to date, rates have increased 0.8% for this unit. Our strategy is to leverage the strength of broker relationships, to increase renewal retentions, do more of what we do by adding underwriters in geographic locations and, most importantly, remaining disciplined. We are seeing results from these efforts in our current product lines. For example, our umbrella gross written premiums have grown nearly 19% year-over-year while adding only two additional underwriters, and continues to produce profitable loss ratios. We also continue to leverage technology and improve our ease of doing business. We just rolled out a test pilot portal solution for small environmental products. We are the first to offer this type of solution in the market, and we believe it will allow us to write significantly more small accounts more efficiently.

Finally, we continue to look at products, teams, and MGU acquisitions that fit our model of medium-size risks where underwriting and risk selection make a difference, similar to the Partners General acquisition, which has proven to be very successful. This unit’s performance continues to be profitable. Excluding the reinsurance correction, loss ratios for the quarter and year were higher than last year, but are in line with expectations.

The programs unit has gained momentum, building a portfolio of small to medium-size programs, and we continue to add and remove programs as warranted to achieve our profit goals. This market has seen some changes, with companies exiting the space and/or going out of business; but pricing is stable across most product lines, except commercial auto, which is still getting increases.

We consistently monitor pricing and underwriting performance on each of our programs to ensure they’re in line with established performance metrics. Quarter-over-quarter net written premium growth of nearly 50% resulted from three new programs added near the end of 2014 and also organic growth in existing programs.

Rate increases for the programs unit in 2015 are 4.1% year to date. We continue to see opportunities and believe we can continue to strategically select programs that add diversity and are accretive to underwriting profits. We are very selective about the programs we enter into. In the second quarter of 2015 alone we reviewed 60 programs representing $659 million in premium. Each year we review over 170 programs, only writing, on average, two to three new programs a year.

The worker’s compensation unit’s results are again very solid for the second quarter and year to date. The strong profit numbers continue to be driven by sound underwriting and pricing, solid new business production, and excellent work by our claims and nurse case management teams. We continued our trajectory of slow and steady growth, with quarter-to-date and year-to-date growth of 13.8% and 10.8%, respectively. All of our growth is driven by our mono-line worker’s compensation products.

Growth in worker’s compensation written on an account basis has been adversely affected by the negative package policy PIF trends in our business insurance segment. I’ll touch on our efforts to change that momentum in a moment. The unit continues to outperform expectations with a loss ratio of 56.8% for the quarter, representing a 2.3 point improvement over the same period of 2014. Claims severity is up moderately in the first half of the year; however, it’s been offset by substantial decreases in frequency in our debit mod and mono-line small account businesses.

The worker’s compensation market is one that needs to continue to hold rate because of low investment yields. That being said, improving industry results have put pressure on rates and have reduced the effective rate increases we are seeing to 4.5% year to date.

We do view worker’s compensation as a growth area and will be rolling out plans to increase new business production focused on our account business written by our large independent agency plant. This plan will include increased commission on small accounts and other incentives for placing business with us when we write the package in select classes and select states. We are confident in our ability to grow worker’s compensation profitably through our pricing precision, state and class niches, and superior claims performance and, as importantly, by maintaining our underwriting discipline.

 

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Now I will turn you back over to Mike for some further comments regarding personal and business insurance.

Mike LaRocco - State Auto Financial Corporation - President, CEO

Thanks, Jess. I want to begin by saying I’m disappointed in our overall results in standard lines. These are our core lines of business, lines where we expect to be, and will be, both profitable and growing. Today we are not.

Certainly I am pleased that we are showing improvement in certain lines, notably homeowners. However, we continue to miss our profitability targets in some areas, most notably personal and commercial auto. That’s unacceptable. It’s also unacceptable that we’re not growing our policy count.

Let me first address profit. Both our personal and commercial auto lines are performing poorly. The biggest single challenge is in our BI coverages. This is primarily driven by severity, but we’ve seen increasing frequency as well. We will address this with a combination of: targeted rate action, making certain the risks that are causing the losses are the ones impacted; improving our pricing and underwriting model to be certain we’re matching rate to risk appropriately at new business; and reviewing our claims handling to validate that we’re handling claims effectively.

But this is bigger than just BI coverages, bigger than auto lines, bigger than just this quarter, and bigger than just profitability. We must be consistently profitable across all our lines of business and we must grow our policy counts.

To make that happen, going forward we will be implementing a more focused and aligned product organization. Our pricing models across auto, home, and small commercial will be updated and implemented. We need to leverage data in our larger commercial lines to help our underwriters make more informed selection and pricing decisions. We also need to be very clear as to our appetite in this market. We’ll manage each line of business separately and by state with greater segmentation, targeted pricing, and underwriting actions. The product management organization will not only focus on improving our models — which will result in better selection and pricing of risk — but will also have clear goals to grow these lines as well.

While we’ve correctly pointed out on previous calls that our newer states are responsible for a disproportionate amount of our poor results, and that continues to be true, we have the ability to demonstrate profitable growth in all our states. To grow, we must become more efficient, so we will continue to push for expense savings.

To grow, we must be easier to do business with, so we will implement technology changes over the next 12 to 18 months that will make that happen. In the interim, we will introduce process and workflow changes that will make State Auto easier to do business with.

Our agents want to work with us. We simply need to be certain our products are segmented and priced appropriately, our processes are straightforward, and over time our technology is efficient and effective. We know what needs to be done to profitably grow these lines of business, and we will make it happen.

State Auto is a strong company with a proud history. Today every State Auto associate is focused like never before on being easier to do business with, being creative, being responsive, efficient, and effective.

We are becoming a team that is passionate, competitive and challenges the process. That is what will drive profitable results and make us a more relevant competitor in the marketplace. We would now like to open the line for your questions.

QUESTION AND ANSWER

Operator

(Operator Instructions) Arash Soleimani, KBW.

Arash Soleimani - Keefe, Bruyette & Woods - Analyst

Just a couple of quick questions here. Was the growth at all impacted by the recent A.M. Best downgrades, in your opinion?

Mike LaRocco - State Auto Financial Corporation - President, CEO

Not at all. We have seen no impact from downgrade. Remembering we are generally an A- market, none of the products or areas where we sell require an A rating. So we have not seen any of the — any impact from a negative standpoint from the A-.

 

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Arash Soleimani - Keefe, Bruyette & Woods - Analyst

Okay, thanks. On the — you were talking about some of your technology plans. I was just wondering if you could just provide a little bit more detail on those and I guess what you would expect the expense ratio impact to be from those technology investments.

Mike LaRocco - State Auto Financial Corporation - President, CEO

We’re going to be revealing a fairly significant plan around technology that we have a lot of confidence in. I’ll try to be as specific as I can, but there are a lot of details that we are just now finalizing, so we’re talking weeks here, to be more specific.

But what’s important, first of all, is to understand that in this industry it’s critical that you have — it’s just table stakes now — that you have a quote and issue platform that allows you in the auto, home, and small commercial spaces to very effectively and efficiently write business. We will be presenting a plan that allows us to build that type of platform for our new business customers on a go-forward basis.

It’s going to be somewhat unique to what’s been done before, but not unique in a way that it can’t be done. It’s a very clear and understandable plan that we will be rolling out.

The impact on our new customers going forward in those lines of business from an expense standpoint will be fairly significant, because we will go from a platform where we have to touch a fairly high percentage of our new business policies to a platform where most of those will go directly through the processing. But I won’t comment further in terms of specific expense ratios or dollar amounts at this point.

Arash Soleimani - Keefe, Bruyette & Woods - Analyst

All right. Thank you for the answers.

Operator

Larry Greenberg, Janney.

Larry Greenberg - Janney Montgomery Scott - Analyst

I’m just trying to connect the dots a little bit on personal auto. Not that there haven’t been some bumps in recent quarters, but the message had been we’re getting 5% price increases, losses are flat, we expect margins to improve. And it seems like you’ve changed the conversation a lot on that one. So I’m just looking for a little bit more color on what’s going on.

Mike LaRocco - State Auto Financial Corporation - President, CEO

Yes. Thanks, Larry. As we dug in a little bit deeper on the pricing around auto, there’s no question that we’ve been filing aggressively rate increases. Those rate increases have gotten approved and gotten implemented.

There’s a gap between what’s approved and what is earning its way through the book, and that can result from any number of factors. It can be that the folks that are getting the rate increases are not retaining with us, and thus we’re not seeing it manifest itself in terms of actual earned rate.

I think in addition to that we have to better understand at a detail level: are we applying those rate increases appropriately and at a segmented enough level? In other words, are those rate increases reaching the customers who are — and the types of risks that are more responsible for the loss activity that we’ve had.

 

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So I will tell you very candidly that we’ve got more work to do in that space. I will also say this: if there’s an area where I feel the most confidence about our ability to correct and fix, it’s auto results, bodily injury or otherwise. So I have a high degree of confidence that you’ll see actions taken in the coming weeks and months that will allow us to have a greater degree of confidence in our results and a greater degree of confidence that the actions we’re taking will result in an expected result. So we’re working hard, running down those paths.

Larry Greenberg - Janney Montgomery Scott - Analyst

Great. Thanks. And Steve, I just want to be sure I got some of the numbers right. You had said that there was favorable development in auto of 0.7 points in the quarter; and then in commercial auto you had said that there was adverse. But did you quantify that?

Steve English - State Auto Financial Corporation - SVP, CFO

Yes. Actually the 0.7 points favorable, Larry, was Companywide. Personal auto by itself had minimal development, positive or negative, in the current quarter and 2.6 favorable a year ago. And in commercial auto it was in fact adverse this quarter of 3.9 points compared to 8.1 favorable a year ago.

Larry Greenberg - Janney Montgomery Scott - Analyst

Okay. Then one other question. Was there anything funny going on with the tax rate in the quarter? If I credited the underwriting loss at 35 and then applied an effective rate on the investment income, I almost would have thought that there could have been a contra tax in the quarter. Just curious if there’s anything we should be thinking about on that.

Steve English - State Auto Financial Corporation - SVP, CFO

Did you adjust your operating side — or your non-investment earnings, for investment income that’s not taxable?

Larry Greenberg - Janney Montgomery Scott - Analyst

Yes.

Steve English - State Auto Financial Corporation - SVP, CFO

Okay. Well, there’s nothing odd going through the numbers.

Larry Greenberg - Janney Montgomery Scott - Analyst

Okay.

Steve English - State Auto Financial Corporation - SVP, CFO

So I don’t know what number you used. I can tell you that the permanent differences on a quarterly basis for STFC run in the $6 million to $7 million range.

Larry Greenberg - Janney Montgomery Scott - Analyst

Yes. Okay; all right. Then is it possible to maybe quantify the impact of non-cat weather in the auto line this quarter?

 

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Steve English - State Auto Financial Corporation - SVP, CFO

Yes, the non-cat weather — I don’t have the numbers in front of me but I can tell you year-over-year it was actually better this year than a year ago for all our property-exposed lines in terms of the auto, in terms of homeowners, and in terms of our BOP and commercial property coverages. Non-cat weather was not an issue for us this quarter.

Larry Greenberg - Janney Montgomery Scott - Analyst

Okay. Thanks.

Operator

(Operator instructions) There are no further questions at this time.

Tara Shull - State Auto Financial Corporation - IR & Finance Director

Thank you, Kyle. We want to thank all of you for participating in our conference call and for your continued interest and support of State Auto Financial Corporation. We look forward to speaking with you again on our third-quarter earnings call, which is currently scheduled for November 3, 2015. Thank you and have a good day.

Operator

This concludes today’s conference call. You may now disconnect.

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