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Share Name | Share Symbol | Market | Type |
---|---|---|---|
State Auto Financial Corporation | NASDAQ:STFC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 52.01 | 50.34 | 98.89 | 0 | 01:00:00 |
FORM 11-K
|
S
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
A.
|
Full title of the plan and address of the plan, if different from that of the issuer named below:
|
B.
|
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
|
|
|
Audited Financial Statements:
|
|
|
|
Supplemental Schedule:
|
|
Exhibit No.
|
Description
|
|
|
|
|
1
|
Included herein
|
|
|
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Investments, at fair value
:
|
|
|
|
|
|||
Shares of registered investment companies
|
$
|
244,085,335
|
|
|
$
|
196,123,508
|
|
Money market
|
8,955,335
|
|
|
11,862,836
|
|
||
Common/collective trust
|
15,590,130
|
|
|
16,962,705
|
|
||
Affiliated stock
|
2,123,911
|
|
|
1,608,780
|
|
||
Self-directed brokerage accounts
|
1,765,646
|
|
|
894,443
|
|
||
Total investments
|
272,520,357
|
|
|
227,452,272
|
|
||
Receivables
:
|
|
|
|
||||
Notes receivable from participants
|
4,977,912
|
|
|
4,276,247
|
|
||
Net assets reflecting investments at fair value
|
277,498,269
|
|
|
231,728,519
|
|
||
Adjustments from fair value to contract value for fully
|
|
|
|
||||
benefit-responsive investment contracts
|
(234,991
|
)
|
|
(485,427
|
)
|
||
Net assets available for benefits
|
$
|
277,263,278
|
|
|
$
|
231,243,092
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||
|
2013
|
|
2012
|
||||
Investment income
:
|
|
|
|
||||
Interest and dividends
|
$
|
9,389,837
|
|
|
$
|
6,310,260
|
|
Net appreciation in fair value of investments
|
39,011,567
|
|
|
18,626,147
|
|
||
Total investment income
|
48,401,404
|
|
|
24,936,407
|
|
||
Interest income on notes receivable from participants
|
156,995
|
|
|
145,317
|
|
||
Contributions
:
|
|
|
|
||||
Employee contributions
|
13,225,381
|
|
|
12,613,605
|
|
||
Participant rollovers
|
1,099,387
|
|
|
1,900,226
|
|
||
Employer contributions
|
8,879,836
|
|
|
8,407,697
|
|
||
Total contributions
|
23,204,604
|
|
|
22,921,528
|
|
||
Deductions:
|
|
|
|
||||
Benefit payments
|
25,711,411
|
|
|
19,348,581
|
|
||
Participant loan fees
|
31,406
|
|
|
22,612
|
|
||
Total deductions
|
25,742,817
|
|
|
19,371,193
|
|
||
Net increase
|
46,020,186
|
|
|
28,632,059
|
|
||
Net assets available for benefits:
|
|
|
|
||||
Beginning of year
|
231,243,092
|
|
|
202,611,033
|
|
||
End of year
|
$
|
277,263,278
|
|
|
$
|
231,243,092
|
|
|
|
|
|
|
•
|
Amendment to add timing features for the Salary Reduction Contribution within the Qualified Automatic Contribution Arrangement ("QACA") framework to the Plan effective January 1, 2012;
|
•
|
Amendment to grant past service credit for former employees of Risk Evaluation and Design, LLC (“RED”), an affiliated entity, to the Plan effective January 1, 2012;
|
•
|
Amendment to remove the spousal consent requirement for certain participant distributions from the Plan effective January 1, 2013.
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Realized appreciation:
|
|
|
|
||||
Shares of registered investment companies
|
$
|
6,454,012
|
|
|
$
|
2,879,981
|
|
Self-directed brokerage accounts
|
19,816
|
|
|
25,314
|
|
||
Affiliated stock
|
74,787
|
|
|
5,840
|
|
||
Total realized appreciation
|
6,548,615
|
|
|
2,911,135
|
|
||
|
|
|
|
||||
Unrealized appreciation (depreciation):
|
|
|
|
||||
Shares of registered investment companies
|
31,844,843
|
|
|
15,601,991
|
|
||
Self-directed brokerage accounts
|
42,899
|
|
|
(17,134
|
)
|
||
Affiliated stock
|
575,210
|
|
|
130,155
|
|
||
Total unrealized appreciation
|
32,462,952
|
|
|
15,715,012
|
|
||
|
|
|
|
||||
Total realized and unrealized appreciation
|
$
|
39,011,567
|
|
|
$
|
18,626,147
|
|
|
|
|
|
•
|
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).
|
•
|
Registered investment companies:
Registered investment companies are public investment vehicles valued using net asset value (“NAV”) provided by the administrator of the mutual fund. The NAV is an unadjusted quoted price on an active market and classified within Level 1 of the fair value hierarchy.
|
•
|
Money market
: The carrying value approximates fair value and is classified within Level 1 of the fair value hierarchy.
|
•
|
Common/collective trust
: The common/collective trust is a public investment vehicle valued using the NAV provided by the fund trustee based on the value of the underlying assets owned by the trust, minus its liabilities, and then divided by the number of shares outstanding. The NAV is classified within Level 2 of the fair value hierarchy. The fund manager’s objective is preservation of capital and the fund invests primarily in fixed income, bond and money market funds. There are no unfunded commitments related to the common collective trust and units are redeemable at NAV.
|
•
|
Affiliated stock
: The fair value is based on the unadjusted closing price reported on the active market on which the security is traded and is classified within Level 1 of the fair value hierarchy.
|
•
|
Self-directed brokerage accounts:
The self-directed brokerage accounts are comprised primarily of common stock, government and corporate bonds, registered investment companies and interest-bearing cash. The fair value of common stock, corporate and government bonds and registered investment companies, is based on observable market price for an identical asset in an active market and is classified within Level 1 of the fair value hierarchy. The carrying value of the interest-bearing cash approximates fair value and is classified within Level 1 of the fair value hierarchy.
|
|
|
|
At December 31, 2013
|
Total
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|||||||||
Registered investment companies:
|
|
|
|
|
|
|
|
|||||||||
Large-cap equity investments
|
$
|
98,575,652
|
|
|
$
|
98,575,652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Mid-cap equity investments
|
19,423,412
|
|
|
19,423,412
|
|
|
—
|
|
|
—
|
|
|||||
Small-cap equity investments
|
5,762,212
|
|
|
5,762,212
|
|
|
—
|
|
|
—
|
|
|||||
International equity investments
|
17,575,816
|
|
|
17,575,816
|
|
|
—
|
|
|
—
|
|
|||||
Blended fund investments
|
89,818,005
|
|
|
89,818,005
|
|
|
—
|
|
|
—
|
|
|||||
Income bond investments
|
12,930,238
|
|
|
12,930,238
|
|
|
—
|
|
|
—
|
|
|||||
Total registered investment companies
|
244,085,335
|
|
|
244,085,335
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Money market
|
8,955,335
|
|
|
8,955,335
|
|
|
—
|
|
|
—
|
|
|||||
Common/collective trust
|
15,590,130
|
|
|
—
|
|
|
15,590,130
|
|
|
—
|
|
|||||
Affiliated stock
|
2,123,911
|
|
|
2,123,911
|
|
|
—
|
|
|
—
|
|
|||||
Self-directed brokerage accounts:
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing cash
|
309,929
|
|
|
309,929
|
|
|
—
|
|
—
|
|
—
|
|
||||
Common stock
|
840,137
|
|
|
840,137
|
|
|
—
|
|
|
—
|
|
|||||
Mutual funds
|
570,471
|
|
|
570,471
|
|
|
—
|
|
|
—
|
|
|||||
Other investments
|
45,109
|
|
|
45,109
|
|
|
—
|
|
|
—
|
|
|||||
Total self-directed brokerage accounts
|
1,765,646
|
|
|
1,765,646
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Total investments
|
$
|
272,520,357
|
|
|
$
|
256,930,227
|
|
|
$
|
15,590,130
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2012
|
Total
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|||||||||
Registered investment companies:
|
|
|
|
|
|
|
|
|||||||||
Large-cap equity investments
|
$
|
77,574,262
|
|
|
$
|
77,574,262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Mid-cap equity investments
|
12,990,348
|
|
|
12,990,348
|
|
|
—
|
|
|
—
|
|
|||||
Small-cap equity investments
|
3,818,068
|
|
|
3,818,068
|
|
|
—
|
|
|
—
|
|
|||||
International equity investments
|
14,843,974
|
|
|
14,843,974
|
|
|
—
|
|
|
—
|
|
|||||
Blended fund investments
|
70,007,376
|
|
|
70,007,376
|
|
|
—
|
|
|
—
|
|
|||||
Income bond investments
|
16,889,480
|
|
|
16,889,480
|
|
|
—
|
|
|
—
|
|
|||||
Total registered investment companies
|
196,123,508
|
|
|
196,123,508
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Money market
|
11,862,836
|
|
|
11,862,836
|
|
|
—
|
|
|
—
|
|
|||||
Common/collective trust
|
16,962,705
|
|
|
—
|
|
|
16,962,705
|
|
|
—
|
|
|||||
Affiliated stock
|
1,608,780
|
|
|
1,608,780
|
|
|
—
|
|
|
—
|
|
|||||
Self-directed brokerage accounts:
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing cash
|
110,916
|
|
|
110,916
|
|
|
—
|
|
—
|
|
—
|
|
||||
Common stock
|
418,766
|
|
|
418,766
|
|
|
—
|
|
|
—
|
|
|||||
Corporate bonds
|
33,570
|
|
|
33,570
|
|
|
—
|
|
|
—
|
|
|||||
Government bonds
|
1,429
|
|
|
1,429
|
|
|
—
|
|
|
—
|
|
|||||
Mutual funds
|
320,833
|
|
|
320,833
|
|
|
—
|
|
|
—
|
|
|||||
Other investments
|
8,929
|
|
|
8,929
|
|
|
—
|
|
|
—
|
|
|||||
Total self-directed brokerage accounts
|
894,443
|
|
|
894,443
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Total investments
|
$
|
227,452,272
|
|
|
$
|
210,489,567
|
|
|
$
|
16,962,705
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2013
|
Fair Value
|
Unfunded Commitments
|
Redemption Frequency (if currently eligible)
|
Redemption Notice Period
|
||
Fidelity Managed Income Portfolio
|
$
|
15,590,130
|
|
n/a
|
Daily
|
30 days
|
|
|
|
|
|
At December 31, 2012
|
Fair Value
|
Unfunded Commitments
|
Redemption Frequency (if currently eligible)
|
Redemption Notice Period
|
||
Fidelity Managed Income Portfolio
|
$
|
16,962,705
|
|
n/a
|
Daily
|
30 days
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Net assets available for benefits per the financial statements
|
$
|
277,263,278
|
|
|
$
|
231,243,092
|
|
Adjustments from contract value to fair value for fully benefit-responsive investment contracts
|
234,991
|
|
|
485,427
|
|
||
Net assets available for benefits per the Form 5500
|
$
|
277,498,269
|
|
|
$
|
231,728,519
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Net increase in net assets available for benefits per the financial statements
|
$
|
46,020,186
|
|
|
$
|
28,632,059
|
|
Add decrease in contributions receivable:
|
|
|
|
||||
Employee
|
—
|
|
|
22,000
|
|
||
Employer
|
—
|
|
|
143,575
|
|
||
|
—
|
|
|
165,575
|
|
||
Adjustments from fair value to contract value for fully benefit-responsive investment contracts:
|
|
|
|
||||
Current year
|
234,991
|
|
|
485,427
|
|
||
Prior year
|
(485,427
|
)
|
|
(455,498
|
)
|
||
Net increase in net assets available for benefits per Form 5500
|
$
|
45,769,750
|
|
|
$
|
28,827,563
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|||
|
|
Identity of Issue
|
|
Shares
|
|
Fair Value
|
|||
|
|
Shares of Registered Investment Companies:
|
|
|
|
|
|||
|
|
Baron Growth Institutional Class
|
|
107,254
|
|
|
$
|
7,842,433
|
|
|
|
Harbor International Fund Institutional Class
|
|
79,505
|
|
|
5,645,615
|
|
|
|
|
PIMCO Total Return Fund Institutional Class
|
|
798,419
|
|
|
8,535,096
|
|
|
|
|
Vanguard Mid-Cap Index Signal
|
|
81,335
|
|
|
3,495,770
|
|
|
|
|
T. Rowe Price Blue Chip Growth
|
|
151,822
|
|
|
9,807,690
|
|
|
|
|
MFS Value Fund Class R5
|
|
727,932
|
|
|
24,167,347
|
|
|
|
|
JP Morgan Mid Cap Value Institutional Class
|
|
230,217
|
|
|
8,085,209
|
|
|
|
|
American Beacon Small Cap Value Institutional Class
|
|
211,924
|
|
|
5,762,212
|
|
|
*
|
|
Fidelity Puritan Fund K
|
|
596,990
|
|
|
12,668,126
|
|
|
*
|
|
Fidelity Contrafund K
|
|
540,985
|
|
|
51,972,401
|
|
|
*
|
|
Fidelity Intermediate Bond Fund
|
|
405,830
|
|
|
4,395,143
|
|
|
*
|
|
Fidelity Diversified International Fund K
|
|
323,838
|
|
|
11,930,201
|
|
|
|
|
Spartan 500 Index Fund Investor Class
|
|
192,827
|
|
|
12,628,214
|
|
|
*
|
|
Fidelity Freedom Income Fund K
|
|
73,639
|
|
|
880,724
|
|
|
*
|
|
Fidelity Freedom K 2000 Fund
|
|
69,449
|
|
|
848,669
|
|
|
*
|
|
Fidelity Freedom K 2005 Fund
|
|
2,133
|
|
|
28,661
|
|
|
*
|
|
Fidelity Freedom K 2010 Fund
|
|
212,884
|
|
|
2,986,762
|
|
|
*
|
|
Fidelity Freedom K 2015 Fund
|
|
581,785
|
|
|
8,284,612
|
|
|
*
|
|
Fidelity Freedom K 2020 Fund
|
|
1,023,121
|
|
|
15,224,033
|
|
|
*
|
|
Fidelity Freedom K 2025 Fund
|
|
849,186
|
|
|
13,170,869
|
|
|
*
|
|
Fidelity Freedom K 2030 Fund
|
|
715,187
|
|
|
11,342,872
|
|
|
*
|
|
Fidelity Freedom K 2035 Fund
|
|
581,417
|
|
|
9,523,605
|
|
|
*
|
|
Fidelity Freedom K 2040 Fund
|
|
451,082
|
|
|
7,429,319
|
|
|
*
|
|
Fidelity Freedom K 2045 Fund
|
|
275,373
|
|
|
4,626,266
|
|
|
*
|
|
Fidelity Freedom K 2050 Fund
|
|
151,002
|
|
|
2,547,409
|
|
|
*
|
|
Fidelity Freedom K 2055 Fund
|
|
21,216
|
|
|
256,077
|
|
|
|
|
|
|
|
|
$
|
244,085,335
|
|
|
|
|
Money Market:
|
|
|
|
|
|||
*
|
|
Fidelity U.S. Government Reserves Money Market
|
|
8,955,335
|
|
|
$
|
8,955,335
|
|
|
|
Investment in Common/Collective Trust:
|
|
|
|
|
|||
*
|
|
Fidelity Managed Income Portfolio
|
|
15,355,139
|
|
|
$
|
15,590,130
|
|
|
|
Affiliated Stock:
|
|
|
|
|
|||
*
|
|
State Auto Financial Corporation
Common Stock Fund
|
|
99,934
|
|
|
$
|
2,122,600
|
|
|
|
Stock Purchase Account
(1)
|
|
—
|
|
|
1,311
|
|
|
|
|
|
|
|
|
$
|
2,123,911
|
|
|
|
|
Self-directed Brokerage Accounts
|
|
—
|
|
|
$
|
1,765,646
|
|
*
|
|
Notes Receivable from Participants (interest rate 3.25% to 6.00%)
|
|
—
|
|
|
$
|
4,977,912
|
|
|
|
Total
|
|
|
|
$
|
277,498,269
|
|
|
|
|
|
|
|
|
|
|||
*
|
|
Indicates a party-in-interest to the Plan.
|
|||||||
(1)
|
|
The Stock Purchase Account consists of the Fidelity Cash Reserves, a money market fund that is used as a plan-level account in the recordkeeping of the purchases and sales of fractional shares of employer stock. Participants cannot invest their account balances in the Stock Purchase Account.
|
|||||||
|
|
Note: Column (d) is not applicable for participant directed investments.
|
|
|
|
STATE AUTO INSURANCE COMPANIES RETIREMENT SAVINGS PLAN
|
||
|
|
|
By:
|
|
/s/ Steven E. English
|
|
|
Steven E. English
|
|
|
Chief Financial Officer
|
|
|
|
By:
|
|
/s/ James A. Yano
|
|
|
James A. Yano
|
|
|
Vice President, Secretary and General Counsel
|
Exhibit No.
|
Description
|
|
|
|
|
1
|
Consent of Independent Registered Public Accounting Firm
|
Included herein
|
1 Year State Auto Financial Chart |
1 Month State Auto Financial Chart |
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