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## (7) Equity Method Investment ## Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES The Company owns an interest in a joint venture, Discovery Family Channel (the “Network”), with Discovery. The Company has determined that it does not meet the control requirements to consolidate the Network and accounts for the investment using the equity method of accounting. The Network was established to create a cable television network in the United States dedicated to high-quality children’s and family entertainment. In October 2009, the Company purchased an initial 50% share in the Network for a payment of $300,000 and certain future tax payments based on the value of certain tax benefits expected to be received by the Company. On September 23, 2014, the Company and Discovery amended their relationship with respect to the Network and Discovery increased its equity interest in the Network to 60% while the Company retained a 40% equity interest in the Network. In connection with the amendment, the Company and Discovery entered into an option agreement to acquire the Company’s remaining 40% ownership in the Network, exercisable during the one-year period following December 31, 2021. The exercise price of the option agreement is based upon 80% of the then fair market value of the Network, subject to a fair market value floor. At December 27, 2020 and December 29, 2019, the fair market value of this option was $20,602 and $22,145, respectively, and was included as a component of other liabilities. During 2020, 2019 and 2018, the Company recorded (gains) losses of $1,543, $1,295 and $(540) in other (income) expense, net relating to the change in fair value of this option. The Company also has a related liability due to Discovery under the existing tax sharing agreement. The balance of the associated liability, including imputed interest, was $19,880 and $22,755 at December 27, 2020 and December 29, 2019, respectively, and is included as a component of other liabilities in the accompanying consolidated balance sheets. During 2020, 2019 and 2018, the Company made payments under the tax sharing agreement to Discovery of $4,692, $4,760 and $7,087, respectively. The Company has a license agreement with the Network that requires the payment of royalties by the Company to the Network based on a percentage of revenue derived from products related to television shows broadcast by the joint venture. The license includes a minimum royalty guarantee of $125,000, which was paid in five annual installments of $25,000 per year, commencing in 2009, which can be earned out over approximately a 12-year period. As of December 27, 2020 the Company had $15,063 of prepaid royalties related to this agreement, all of which are included in prepaid expenses and other current assets as the licensing agreement in place as of December 27, 2020 is ending in 2021. As of December 29, 2019 the Company's prepaid royalties related to this agreement were $26,941, of which $12,236 were included in prepaid expenses and other current assets and $14,705 of which were included in other assets. The Company and the Network are also parties to an agreement under which the Company will provide the Network with an exclusive first look in the U.S. to license certain types of programming developed by the Company based on its intellectual property. In the event the Network licenses the programming from the Company to air, it is required to pay the Company a license fee. As of December 27, 2020 and December 29, 2019 the Company’s investment in the Network totaled $216,567 and $223,769, respectively. The Company’s share in the earnings of the Network for the years ended December 27, 2020, December 29, 2019 and December 30, 2018 totaled $21,841, $23,642 and $21,145, respectively, and is included as a component of other (income) expense, net in the consolidated statements of operations. The Company also enters into certain other transactions with the Network including the licensing of television programming and the purchase of advertising. During 2020, 2019 and 2018, these transactions were not material. ## (8) Investments in Productions and Investments in Acquired Content Rights In connection with the Company's acquisition of eOne, the Company acquired eOne's library of television and film and music content rights, which amounted to $627,873 as of December 27, 2020 and was recorded in other assets within the Company's consolidated balance sheets. Investments in productions and investments in acquired content rights are predominantly monetized on a title-by-title basis and are recorded in the consolidated balance sheets to the extent they are considered recoverable against future revenues. These amounts are being amortized to program cost amortization using a model that reflects the consumption of the assets as they are released through various channels including broadcast licenses, theatrical release and home entertainment. Amounts capitalized are to be reviewed periodically on an individual film basis and if it appears that any portion of the unamortized amount is unrecoverable from future expected net

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## HASBRO, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement. ## Production Financing In addition to the Company's financial instruments, the Company uses production financing to fund certain of its television and film productions which are arranged on an individual production basis by special purpose production subsidiaries. Production financing facilities are secured by the assets and future revenue of the individual production subsidiaries and are non-recourse to the Company's assets. Production financing facilities typically have maturities of less than two years, while the titles are in production, and are repaid once delivered and all credits, broadcaster pre-sales and international sales have been received. <img src='content_image/1050783.jpg'> Other loans of $5,416, consist of production related demand loans, and are recorded within Short-term Borrowings in the Company's consolidated balance sheets. Interest is charged at bank prime rate plus a margin based on the risk of the respective production. The weighted average interest rate on all production financing as of December 27, 2020 was 3.8%. The Company has Canadian and U.S. production credit facilities with various banks. The carrying amounts are as follows: <img src='content_image/1050781.jpg'> The following table represents the movements in production financing and other related loans acquired as a result of the eOne Acquisition during 2020: <img src='content_image/1050782.jpg'> ## (12) Income Taxes The Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017 introduced significant changes to U.S. income tax law. Effective 2018, the Tax Act reduced the U.S. statutory tax rate from 35% to 21% and created new taxes on certain foreign-sourced earnings and certain related-party payments. Each year, the U.S. Treasury

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## HASBRO, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) <img src='content_image/1033601.jpg'> The intrinsic values, which represent the difference between the fair market value on the date of exercise and the exercise price of the option, of the options exercised in fiscal 2020, 2019 and 2018 were $9,721, $24,483 and $38,909, respectively. At December 27, 2020, the amount of total unrecognized compensation cost related to stock options was $15,181 and the weighted average period over which this will be expensed is 22 months. ## Non-Employee Awards In 2020, 2019 and 2018, the Company granted 29, 18 and 20 shares of common stock, respectively, to its non-employee members of its Board of Directors. Of these shares, the receipt of 19 shares from the 2020 grant, 10 shares from the 2019 grant and 11 shares from the 2018 grant has been deferred to the date upon which the respective director ceases to be a member of the Company’s Board of Directors. These awards were valued at the market value of the underlying common stock at the date of grant and vested upon grant. In connection with these grants, compensation cost of $1,846 was recorded in selling, distribution and administration expense in the year ended December 27, 2020, $1,760 in the year ended December 29, 2019 and $1,760 in the year ended December 30, 2018. ## (16) Pension, Postretirement and Postemployment Benefits ## Pension and Postretirement Benefits The Company recognizes an asset or liability for each of its defined benefit pension plans equal to the difference between the projected benefit obligation of the plan and the fair value of the plan’s assets. Actuarial gains and losses and prior service costs that have not yet been included in income are recognized in the consolidated balance sheets in AOCE. Reclassifications to earnings from AOCE related to pension and postretirement plans are recorded to other (income) expense. Expenses related to the Company’s defined benefit pension and defined contribution plans for 2020, 2019 and 2018 were approximately $44,700, $48,400 and $41,900, respectively. Of these amounts, $38,400, $35,100 and $32,300, respectively, related to defined contribution plans in the United States and certain international subsidiaries. The remainder of the expense relates to defined benefit pension plans discussed below. ## United States Plans Prior to 2008, substantially all United States employees were covered under at least one of several non-contributory defined benefit pension plans maintained by the Company. Benefits under the two major plans which principally covered non-union employees, were based primarily on salary and years of service. Benefits under the remaining plans are based primarily on fixed amounts for specified years of service. In 2007, for the two major plans covering its non-union employees, the Company froze benefits being accrued effective at the end of December 2007. Following the August 2015 sale of its manufacturing facility in East Longmeadow, MA, the Company elected to freeze benefits related to its major plan covering union employees. Effective January 1, 2016, the plan covering union employees merged with and into the Hasbro Inc. Pension Plan, and ceased to exist as a separate plan on that date. In February 2018, the Compensation Committee of the Company’s Board of Directors approved a resolution to terminate the Company’s U.S. defined benefit pension plan (“U.S. Pension Plan”). During the first quarter of 2018 the Company commenced the U.S. Pension Plan termination process and received regulatory approval during the fourth quarter of 2018. During the second quarter of 2019, the Company settled all remaining benefits directly with vested participants electing a lump sum payout, and purchased a group annuity contract from Massachusetts Mutual Life Insurance Company to administer all future payments to remaining U.S. Pension Plan participants. The U.S. Pension Plan's net funded asset position was sufficient to cover the lump sum payments and the purchase of the group annuity contract and settle all other remaining benefit obligations with no additional cost to the Company.

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## Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES After the settlement of the benefit obligations and payment of expenses, the Company had excess assets in the U.S. Pension Plan of approximately $20,234. The Company elected to utilize the remaining surplus after payment of administrative expenses for the Company's future matching contributions under the Company's 401(k) plan. The Company made a transfer of $19,500 to the Company’s 401(k) plan which occurred in February 2020, with the remainder to be transferred in 2021. Upon settlement of the pension liability, which occurred in May 2019, the Company recognized a non-operating settlement charge of $110,777, with an additional settlement charge of $185 in December 2019, related to pension losses, reclassified from accumulated other comprehensive loss to other (income) expense in the Company's consolidated statements of operations, adjusted for market conditions and settlement costs at benefit distribution. During 2020, the Company merged its employee retirement agreements, which had beginning benefit liabilities of $14,796, with its remaining US pension plans. At December 27, 2020, the measurement date, the Company's remaining plans were unfunded with an aggregate accumulated and projected benefit obligation of $46,032. Hasbro also provides certain postretirement health care and life insurance benefits to eligible employees who retired prior to January 1, 2020 and have either attained age 65 with 5 years of service or age 55 with 10 years of service. The cost of providing these benefits on behalf of employees who retired prior to 1993 has been substantially borne by the Company. The cost of providing benefits to all eligible employees who retire after 1992 is borne by the employee. The plan is not funded. During the fourth quarter of 2019, with the approval of the Compensation Committee of the Company's Board of Directors, the Company announced the elimination of the contributory postretirement health and life insurance coverage for employees whose retirement eligibility begins after December 31, 2019. As of December 27, 2020, the Company had unrecognized losses related to its remaining U.S. pension and post retirement plans of $19,346.

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## (18) Derivative Financial Instruments ## Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES Hasbro uses foreign currency forward contracts to mitigate the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. These over-the-counter contracts, which hedge future currency requirements related to purchases of inventory, product sales, television and film production cost and production financing loans (see note 11) and other cross-border transactions not denominated in the functional currency of the business unit, are primarily denominated in United States and Hong Kong dollars, and Euros. All contracts are entered into with a number of counterparties, all of which are major financial institutions. The Company believes that a default by a single counterparty would not have a material adverse effect on the financial condition of the Company. Hasbro does not enter into derivative financial instruments for speculative purposes. ## Cash Flow Hedges Hasbro uses foreign currency forward contracts to reduce the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. All of the Company’s designated foreign currency forward contracts are considered to be cash flow hedges. These instruments hedge a portion of the Company’s currency requirements associated with anticipated inventory purchases, product sales, certain production financing loans and other cross-border transactions in years 2021 through 2022. At December 27, 2020 and December 29, 2019, the notional amounts and fair values of assets (liabilities) for the Company’s foreign currency forward contracts designated as cash flow hedging instruments were as follows: <img src='content_image/1032961.jpg'> The Company has a master agreement with each of its counterparties that allows for the netting of outstanding forward contracts. The fair values of the Company’s foreign currency forward contracts designated as cash flow hedges are recorded in the consolidated balance sheet at December 27, 2020 and December 29, 2019 as follows: <img src='content_image/1032962.jpg'>

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Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES contingent upon the Company having sufficient taxable income to realize the expected tax deductions of certain amounts related to the joint venture. At December 27, 2020, the Company estimates payments related to inventory and tooling purchase commitments may total approximately $574,323, including contractual commitments under the manufacturing agreement with Cartamundi as follows: 2021: $105,000, 2022: $95,000 and 2023: $85,000. Hasbro is party to certain legal proceedings, as well as certain asserted and unasserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements. ## (21) Segment Reporting ## Segment and Geographic Information Hasbro is a global play and entertainment company with a broad portfolio of brands and entertainment properties spanning toys, games, licensed products ranging from traditional to high-tech and digital, and film and television entertainment. For the periods presented in these consolidated financial statements, the Company’s segments are (i) U.S. and Canada, (ii) International, (iii) Entertainment, Licensing and Digital, (iv) eOne and (v) Global Operations. Following the eOne Acquisition on December 30, 2019, the eOne operating segment was added to the Company's existing reporting structure. The U.S. and Canada segment includes the marketing and selling of action figures, arts and crafts and creative play products, electronic toys and related electronic interactive products, fashion and other dolls, infant products, play sets, preschool toys, plush products, sports action blasters and accessories, vehicles and toy-related specialty products, as well as traditional board games, and trading card and role-playing games primarily within the United States and Canada. Within the International segment, the Company markets and sells both toy and game products in markets outside of the U.S. and Canada, primarily in the European, Asia Pacific, and Latin and South American regions. The Company’s Entertainment, Licensing and Digital segment includes the Company’s consumer products licensing, digital gaming and Hasbro legacy movie and television entertainment operations. The eOne segment is engaged in the development, acquisition, production, financing, distribution and sale of entertainment content and is comprised of all legacy eOne operations. The Global Operations segment is responsible for sourcing finished products for the Company’s U.S. and Canada and International segments. During the first quarter of 2019, the Company realigned its financial reporting segments to include all digital gaming businesses within the re- named Entertainment, Licensing and Digital reporting segment. As a result of the realignment 2018 results for the U.S. and Canada and the former Entertainment and Licensing segments have been restated to reflect those changes. Segment performance is measured at the operating profit level. Included in Corporate and eliminations are certain corporate expenses, including the elimination of intersegment transactions and certain assets benefiting more than one segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. Certain shared costs, including global development and marketing expenses and corporate administration, are allocated to segments based upon expenses and foreign exchange rates fixed at the beginning of the year, with adjustments to actual expenses and foreign exchange rates included in Corporate and eliminations. The accounting policies of the segments are the same as those referenced in note 1. Given the evolution and reorganization of the Company in recent years, including as a result of the acquisition of eOne, the Company plans to realign the reporting segment structure in 2021 to reflect how future operating results will be organized for decision-making purposes and for assessing the Company’s performance. This realignment is expected to integrate the eOne segment and certain legacy Hasbro segments into a new reporting segment structure. However, for the year ended December 27, 2020, management views eOne’s performance separately from the Hasbro’s legacy business. Results shown for fiscal years 2020, 2019 and 2018 are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise.

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## (22) Quarterly Financial Data (Unaudited) ## Notes to Consolidated Financial Statements — (Continued) ## (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES <img src='content_image/1055208.jpg'> (a) Operating profit (loss) and net earnings (loss) for the 2020 quarters include the impact of the following items: • During 2020, in association with the acquisition of eOne, the Company incurred the following: ◦ Incremental intangible amortization costs related to the intangible assets acquired totaling $97,856 ($80,731 after-tax). Incremental intangible amortization costs by quarter were as follows: $25,028 ($19,885 after-tax) in the first quarter, $22,592 ($17,949 after-tax) in the second quarter, $24,716 ($19,637 after-tax) in the third quarter, and $25,520 ($23,260 after-tax) in the fourth quarter, respectively.

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## Notes to Consolidated Financial Statements — (Continued) ## (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES ◦ The Company also incurred related costs of $218,566 ($188,557 after-tax), comprised of the following: ▪ Acquisition and integration costs, including expense associated with the acceleration of eOne stock-based compensation, intangible asset impairments and advisor fees settled at the closing of the acquisition by quarter were as follows: $95,718 in the first quarter, $3,966 in the second quarter, $4,599 in the third quarter, and $40,886 in the fourth quarter, respectively. ▪ Restructuring and related costs, including severance and retention costs by quarter were as follows: $54,064 in the first quarter, $6,296 in the second quarter, $1,350 in the third quarter, and $11,687 in the fourth quarter, respectively. • The Company incurred $8,470 of severance charges during 2020, associated with cost-savings initiatives within the Company’s commercial and Film and TV business. Severance charges by quarter were as follows: $11,554 in the second quarter, and ($3,084) in the fourth quarter, respectively. • During 2020, net earnings was impacted by income tax expense of $15,389 as a result of the revaluation of Hasbro’s UK tax attributes in accordance with the Finance Act of 2020 enacted by the United Kingdom on July 22, 2020. Income tax expense by quarter were as follows: $13,680 in the third quarter, and $1,709 in the fourth quarter, respectively. (b) Operating profit and net earnings for the 2019 quarters include the impact of the following items: • During 2019, net earnings was impacted by $110,962 ($85,995 after-tax) non-cash charges related to the settlement of the Company's U.S. defined benefit pension plan. Non-cash charges consisted of $110,777 ($85,852 after-tax) in the second quarter, and $185 ($143 after-tax) in the fourth quarter, respectively. During 2018 the Compensation Committee of the Company’s Board of Directors approved a resolution to terminate the Company’s U.S. defined benefit pension plan and commenced the termination process. • In the third quarter of 2019, net earnings were impacted by a loss of $25,533 ($20,886 after-tax) related to hedging the British pound sterling purchase price of eOne. During the third quarter of 2019 the Company announced that they entered into a definitive agreement under which the Company would acquire eOne in an all-cash transaction, to be paid in British pound sterling. The Company hedged a portion of its exposure to fluctuations in the British pound sterling in relation to the acquisition using a series of both foreign exchange forward and option contracts. These contracts did not qualify for hedge accounting and, as such, were marked to market through other expense in the Company's Consolidated Statement of Operations. • In the fourth quarter of 2019, in association with the Company's agreement to acquire eOne, the Company incurred certain transaction-related costs, as well as hedge gains on the British pound sterling purchase price in 2019. This resulted in eOne net gains in the fourth quarter of 2019 of $101,249 ($102,658 after-tax), comprised of the following: ◦ Net earnings were impacted by hedge gains of $139,666 in the fourth quarter of 2019 related to the foreign exchange forward and option contracts to hedge a portion of the British pound sterling purchase price for the eOne Acquisition; ◦ Net earnings were impacted by financing transaction fees of $20,568 in the fourth quarter, primarily related to the Company’s bridge financing facility which terminated unused in the fourth quarter of 2019; ◦ Operating profit and net earnings were impacted by eOne Acquisition related costs of $17,778 in the fourth quarter; and ◦ Net earnings were impacted by tax benefits of $1,409 in the fourth quarter of 2019 related to the eOne Acquisition related costs and Financing transaction fees.

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## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. ## Item 9A. Controls and Procedures. ## Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 27, 2020. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. ## Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Hasbro’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Hasbro’s management assessed the effectiveness of its internal control over financial reporting as of December 27, 2020. In making its assessment, Hasbro’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013)”. In accordance with the general guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to eOne with total assets and total net revenues representing approximately 53% and 18%, respectively, of the Company’s related consolidated financial statement amounts as of and for the year ended December 27, 2020. Bas ed on this assessment, Hasbro’s management concluded that, as of December 27, 2020, its internal control over financial reporting is effective based on those criteria. Hasbro’s independent registered public accounting firm has issued an audit report on internal control over financial reporting, which is included herein.

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## Item 10. Directors, Executive Officers and Corporate Governance. ## PART III Certain of the information required by this item is contained under the captions “Election of Directors”, “Governance of the Company” and, if applicable, under “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated herein by reference. The information required by this item with respect to executive officers of the Company is included in Part I, Item 1 . Business, of this Form 10-K under the caption “Executive Officers of the Registrant” and is incorporated herein by reference. The Company has a Code of Conduct, which is applicable to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller. A copy of the Code of Conduct is available on the Company’s website under the Corporate, Investors, Corporate Governance tabs. The Company’s investor website address is http://hasbro.gcs-web.com. Although the Company does not generally intend to provide waivers of or amendments to the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or other officers or employees, information concerning any waiver of or amendment to the Code of Conduct for the Chief Executive Officer, Chief Financial Officer, Controller, or any other executive officers or directors of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted. The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit, (ii) Compensation, (iii) Finance, (iv) Nominating, Governance and Social Responsibility, (v) Executive Committee and (vi) Cybersecurity and Data Privacy Committee of its Board of Directors. In addition to being accessible on the Company’s website, copies of the Company’s Code of Conduct, Corporate Governance Principles, and charters for the Company’s six Board Committees, are all available free of charge upon request to the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, Tarrant Sibley, at 1027 Newport Avenue, P.O. Box 1059, Pawtucket, R.I. 02861-1059. ## Item 11. Executive Compensation. The information required by this item is contained under the captions “Compensation of Directors”, “Executive Compensation”, “Compensation Committee Report”, “Compensation Discussion and Analysis” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated herein by reference. ## Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is contained under the captions “Voting Securities and Principal Holders Thereof”, “Security Ownership of Management” and “Equity Compensation Plans” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated herein by reference. ## Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is contained under the captions “Governance of the Company” and “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated herein by reference. ## Item 14. Principal Accountant Fees and Services. The information required by this item is contained under the caption “Additional Information Regarding Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated herein by reference.

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<img src='content_image/1028870.jpg'> ## Reportable Segments In 2020, our four principal operating segments were: • U.S. and Canada • International • Entertainment, Licensing and Digital • eOne We also have a Global Operations segment which is responsible for arranging product manufacturing and sourcing for the U.S. and Canada and International segments. <img src='content_image/1028878.jpg'>

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## 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. HASBRO, INC. (Registrant) By: /s/ Brian D. Goldner Brian D. Goldner Chairman of the Board and Chief Executive Officer Date: February 24, 2021

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. <img src='content_image/1057544.jpg'>

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represented a significant portion of overall sales to these customers as consumers increasingly purchased our products online as compared to in- store shopping due to the shutdown and limited access to retail stores during the COVID-19 pandemic. Due to our supply chain and logistics investments in recent years, we were better positioned to handle the increasing amount of ecommerce sales resulting from customers’ changing shopping patterns due to the COVID-19 pandemic. In the U.S. and Canada segment, approximately 59% of our net revenues were derived from our top three customers. Please see Part I, Item 1A. Risk Factors, of this Form 10-K for a further discussion of risks relating to customer concentration. ## Advertising We advertise many of our products extensively and brands through digital marketing and on television. Products are strategically cross-promoted by spotlighting specific products alongside related offerings in a manner that promotes the sale of not only the selected item, but also those complementary products. As described earlier, the Hasbro Brand Blueprint strategy includes focusing on reinforcing storylines associated with our brands through several mediums, including television, film, digital gaming and live action experiences. Our brands obtain marketing and advertising support through entertainment appearing on major networks globally as well as on various other digital platforms, such as Netflix. In addition, through the leadership of eOne, our brands are supported through animated and live action theatrical releases. The creative talent at eOne will help activate and re-ignite our brands, including brands from our vault, by leading the creation of branded-content. The most current example of this is the MY LITTLE PONY animated film produced by the eOne Family Brands team, which is expected to be released in late 2021. Many of our new toy and game products are introduced to major customers within one to two years leading up to their year of retail introduction. We have historically showcased certain new products through international toy shows, including New York City, Hong Kong and Nuremburg, Germany. The toy fairs we have attended in the past were either canceled or postponed for 2021 due to the pandemic. Our advertising expenditures are impacted by our product mix in any given year. For example, brands based on major motion picture releases generally require less advertising as a result of the promotional activities around the motion picture release, whereas leading into a major digital gaming launch, our Wizards of the Coast business will have substantial increases to advertising, marketing and promotional expenses to acquire players and promote gaming releases. Producing, marketing and distributing films and television programming can involve significant costs and the timing of a film’s release can cause our financial results to vary. For instance, marketing costs are generally incurred before and throughout the theatrical release of a film and, to a lesser extent, other distribution windows, and are expensed as incurred. Therefore, we typically incur losses with respect to a particular film prior to and during the film’s theatrical release and profitability for the film may not be realized until after its theatrical release window. ## Manufacturing and Supply Chain During 2020, the majority of our products were manufactured in third party facilities in the Far East, primarily China, India and Vietnam, as well as in two of our previously owned facilities now operated by Cartamundi, which are located in East Longmeadow, Massachusetts and Waterford, Ireland. Cartamundi continues to manufacture significant quantities of game products for us under a multi-year manufacturing agreement. We are continuing our efforts to diversify our global sourcing mix and decrease our dependence on Chinese manufacturing by increasing production of our products in other countries, including India and Vietnam. As of December 27, 2020, 45% of third-party product manufacturing was sourced outside of China. Certain eOne products, such as products relating to PEPPA PIG and PJ MASKS, are currently managed and distributed through third-party licensing agents. Beginning in second half 2021, we plan to in-source production, distribution and licensing of certain toy and game products associated with these acquired brands. During the first part of 2020, we faced manufacturing challenges where operations were either shut down for a period of time due to the COVID-19 pandemic or were operating at limited capacity. Fortunately, during that period, our supply needs were at a lower point of the seasonality of our sales, which are more heavily weighted to the third and fourth quarter of the year. At this time, we believe the manufacturing capacity of our third- party manufacturers, as well as the supply of components, accessories and completed products which we purchase from unaffiliated manufacturers, are adequate to meet the anticipated demand in 2021 for our products. However, if we or our suppliers suffer prolonged manufacturing disruptions due to public health conditions, such as the coronavirus, manufacturing capacity of our third-party manufacturers as well as supply of components, accessories and our products may be adversely impacted. See Part I, Item 1A. Risk Factors , of this Form 10-K for further information.

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Most of our toys and games are manufactured from basic raw materials such as plastic, paper and cardboard, although certain products also use electronic components. All of these materials are readily available but may be subject to significant fluctuations in price. There are certain chemicals (including phthalates and BPA) that national, state and local governments have restricted or are seeking to restrict or limit the use of; however, we do not believe these restrictions have or will materially impact our business. We generally enter into agreements with suppliers at the beginning of a fiscal year that establish prices for that year. However, significant volatility in the prices of any of these materials may require renegotiation with our suppliers during the year. ## Competition We are a worldwide leader in the development, design, sale and marketing of toys and games and entertainment offerings, operating in a highly competitive business environment. We compete with several large toy and game companies in our product categories, as well as with many smaller United States and international toy and game designers, manufacturers and marketers. We also compete with other companies that offer TV and film content and branded entertainment specific to children and their families. Given the ease of entry into our business we view our primary competition as coming from content providers and toy and game companies who are creating entertainment experiences that compete with our brand-driven storytelling and product experiences for consumer attention and spending. Businesses that create compelling content can readily translate that content into a full range of product offerings. Competition is based primarily on meeting consumer entertainment preferences and on the quality and play value of our products and experiences. To a lesser extent, competition is also based on product pricing. Our entertainment business competes with other companies that produce and distribute films, television programs and other entertainment content. For example, eOne, as an independent distributor and producer, competes with other major U.S. and international studios that typically release a large number of films annually and command a significant share of box office and streaming revenues and television airtime, as well as other independent film and television production or distribution companies. Many of the major U.S. studios are part of large, diversified corporate groups with a variety of other operations, including television networks and cable channels that can provide both in-house distribution capability and varied sources of earnings that may allow them to better offset fluctuations in the financial performance of their film and television operations. Some of these competitors have substantially greater marketing and financial resources than we do and may be able to compete aggressively on pricing in order to increase box office revenues and television airtime or streaming placement. In addition, the resources of the major studios may give them an advantage in acquiring other businesses or assets, including content libraries, that we might also be interested in acquiring. The competition we face may cause us to lose market share, achieve lower prices for our productions or pay more for third party content, any of which could harm our business. Additionally, the Discovery Family Channel, our cable television joint venture with Discovery Communications, Inc. in the U.S., competes with a number of other children’s television networks for viewers, advertising revenue and distribution fees. In addition to contending with competition from other toy and game and entertainment and storytelling companies, we contend with the phenomenon that children are increasingly sophisticated and have been moving away from traditional toys and games. The variety of digital gaming and digital entertainment offerings available for children has expanded and product life cycles of traditional toys and games have shortened as children move on to more sophisticated offerings at earlier ages. As a result, our products not only compete with those offerings produced by other toy and game manufacturers and companies offering branded family play and entertainment, we also compete, particularly in meeting the demands of older children, with entertainment offerings of many technology companies, such as makers of tablets, mobile devices, video games and other digital gaming products and screens, and social media companies. The changing trends in consumer preferences with respect to entertainment and low barriers to entry as well as the emergence of new technologies and different mediums for viewing content, such as streaming, continually creates new opportunities for existing competitors and start-ups to develop products and offerings that compete with our entertainment and toy and game offerings. ## Corporate Social Responsibility (CSR) ## Overview At Hasbro, we understand that doing well includes doing good in the world and for all our constituents. Environmental, Social, and Corporate Governance (ESG) has gone from being an important consideration in our business strategy to being a central focus, integral to our success. The priority ESG areas where we are deeply invested in tackling are ethical sourcing, environmental sustainability, product safety and culture & human capital. Each of these areas has a wider aperture in today’s world and within our current business.

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## Business Leadership During Covid-19 For Hasbro, the Covid-19 pandemic focused our attention and resources on the health, safety and well-being of our employees, supply chains and communities around the world. At the same time, we continued to make meaningful progress across all of our CSR priority areas, including Environmental Responsibility, Product & Content Safety, Human Rights & Ethical Sourcing and Culture & Human Capital Management, including Diversity & Inclusion. ## Building on Our Success and Reaching New Heights We continue to build and execute innovative, best-in-class CSR & ESG strategies and programs that resonate with our stakeholders and serve Hasbro’s purpose to make the world a better place for all children, fans and families. Below are some of the highlights from 2019 and 2020: <img src='content_image/1032723.jpg'>

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## Key Areas of Focus In addition to our efforts on human capital management described below, some key areas of focus for us include the critical importance of environmental responsibility, human rights and ethical sourcing. • Environmental Responsibility . We recognize the impact our business can have on the environment and are working to reduce our footprint. We view sustainability challenges as opportunities to innovate and to continuously improve our product design and operational efficiencies. The long-term viability and health of our own operations and our supply chain, and the significant potential for environmental improvements, are critical to our business success. Climate change and its risks are issues we continue to monitor and manage. In addition to initiatives to reduce our energy consumption and improve energy efficiency, we support projects that increase the generation of renewable energy in the marketplace. We continued to meet our renewable energy goal, reaching virtually 100 percent (99.7%) in our owned and operated facilities. To address the greenhouse gases generated by electricity consumption, Hasbro purchases Renewable Energy Certificates (RECs) which support the production of renewable energy such as wind, solar, thermal and similar renewable sources, at levels equal to what we use from the public grid. These RECs are bought in and applied to the markets where the energy is used by Hasbro facilities across the globe. We purchase carbon offsets to address the remaining GHG emissions generated by the use of gas and liquid fuel at our leased and owned facilities, company vehicles, all employee business air travel and the remaining small amount of emissions generated by electricity consumption at our facilities in markets where RECs are not available. We have also begun to evaluate the climate impacts of our supply chain. In 2019, we began a comprehensive measurement of our supply chain footprint, with virtually 100% of our suppliers participating. Our next step will be to set reduction goals for our suppliers. Hasbro is also currently evaluating the possibility of setting a net zero emissions goal and incorporating corresponding science-based targets. Other key goals and objectives in this area include: ◦ Eliminating virtually all plastic in packaging for new products by the end of 2022. ◦ Expanding our industry-first toy recycling program, in partnership with TerraCycle (a leader in product recycling outside of municipal recycling), from the U.S., France, Germany, Brazil, Canada, and the U.K. to additional markets in the European Union. ◦ Achieving on an annual basis 100% renewable energy use across owned/operated facilities. ◦ Reducing energy consumption by 25%, greenhouse gas emissions by 20%, waste to landfill by 59%, and water consumption by 15%, by the end of 2025. • Human Rights and Ethical Sourcing . Our Human Rights & Ethical Sourcing program, first launched in 1993, is dedicated to ensuring that facilities involved in the production of our toys and games or licensed consumer products comply with Hasbro’s Global Business Ethics Principles. The program is designed to provide fair and safe working conditions; treat all workers with fairness, dignity and respect; and engage with our suppliers to address safety, health and the environmental impacts of our supply chain. While working on these issues with partners, suppliers, third-party factories and licensees is complex, we remain vigilant in our commitment to ensure workers in our supply chain are treated in accordance with applicable laws and our high ethical standards. Key goals and objectives in this area include: ◦ On an annual basis, achieve 100% social compliance audit rate for all third-party vendor and major sub-contractor facilities, as well as 100% follow-up audit rate for all facilities with pending remediation issues. ◦ Requiring third-party factories to participate and complete the Hasbro Ethical Sourcing Academy, a 30-hour, e-learning social compliance course, which trains and reinforces Hasbro’s rigorous ethical sourcing requirements. This mandatory online training is in addition to monthly in-person vendor workshops that the Hasbro Ethical Sourcing team hosts in our sourcing office locations around the world.

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employees to grow their careers. We have programs and training to help develop our employees, such as the Hasbro Management Academy, a global program for managers that identifies and describes what it takes to be an effective leader at Hasbro. We invest in the development of our employees by providing both in-house training and opportunities to participate in third party programs, including both specialized training and broader academic pursuits. • Community. The power of service is core to our employee culture. Employees have the benefit of taking four hours of paid time off every month to volunteer with programs and organizations that benefit children. In addition, team-building company-sponsored volunteer projects are organized throughout the year allowing groups of employees to make a meaningful difference in the community through service. These programs include our Global Day of Joy, Hasbro’s annual company-wide day of service. Every year in December, employees from each Hasbro office around the world participate in service projects to benefit child-focused organizations. In 2020, approximately 5,200 employees around the world completed more than 14,000 service hours to make a difference for more than 100,000 children. ## Trademarks, Copyrights and Patents We seek to protect our products, for the most part, and in as many countries as practical, through registered trademarks, copyrights and patents to the extent that such protection is available, cost effective, and meaningful. The loss of such rights concerning any particular product is unlikely to result in significant harm to our business, although the loss of such protection for a number of significant items might have such an effect. ## Government Regulation Our toy and game products sold in the United States are subject to the provisions of The Consumer Product Safety Act, as amended by the Consumer Product Safety Improvement Act of 2008, (as amended, the “CPSIA”), The Federal Hazardous Substances Act (the “FHSA”), The Flammable Fabrics Act (the “FFA”), and the regulations promulgated thereunder. In addition, a few of our products, such as the food mixes for our EASY-BAKE ovens, are also subject to regulation by the Food and Drug Administration. The CPSIA empowers the Consumer Product Safety Commission (the “CPSC”) to take action against hazards presented by consumer products, including the formulation and implementation of regulations and uniform safety standards. The CPSC has the authority to seek to declare a product “a banned hazardous substance” under the CPSIA and to ban it from commerce. The CPSC can file an action to seize and condemn an “imminently hazardous consumer product” under the CPSIA and may also order equitable remedies such as recall, replacement, repair or refund for the product. The FHSA provides for the repurchase by the manufacturer of articles that are banned. Consumer product safety laws also exist in some states and cities within the United States and in many international markets including Canada, Australia and Europe. We utilize independent third party laboratories that employ testing and other procedures intended to maintain compliance with the CPSIA, the FHSA, the FFA, other applicable domestic and international product standards, and our own standards. Any material product recall or other safety issue impacting our products could have an adverse effect on our results of operations or financial condition, depending on the product and scope of the recall, could damage our reputation and could negatively affect sales of our other products as well. The Children’s Television Act of 1990 and the rules and regulations of the United States Federal Communications Commission, the rules and regulations of the Federal Trade Commission, as well as the laws of certain other countries, also place limitations on television commercials during children’s programming and on advertising in other forms to children, and on the collection of information from children, such as restrictions on collecting information from children under the age of thirteen subject to the provisions of the Children’s Online Privacy Protection Act. In addition to laws restricting the collection of information from children, our business is subject to other regulations, such as the General Data Protection Regulation which became effective in the European Union in May 2018, which restricts the collection, use, and retention of personal information. Failure to comply with any of those restrictions can subject us to severe liabilities. Further we maintain programs to comply with various United States federal, state, local and international requirements relating to the environment, health, safety and other matters. Our Canadian television and film operations benefit from certain funding and tax credits for certain productions in Canada. To continue to avail ourselves of these benefits, we plan to comply with applicable regulations and directives of the Investment Canada Act and the Minister of Canadian Heritage.

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## Failure to successfully operate our information systems and implement new technology effectively could disrupt our business or reduce our sales or profitability. We rely extensively on various information technology systems and software applications to manage many aspects of our business, including product development, management of our supply chain, sale and delivery of our products, royalty and financial reporting and various other processes and transactions. We are critically dependent on the integrity, security and consistent operations of these systems and related back-up systems. These systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malware and other cybersecurity breaches, catastrophic events such as hurricanes, fires, floods, earthquakes, tornadoes, acts of war or terrorism and usage errors by our employees or partners. The efficient operation and successful growth of our business depends on these information systems, including our ability to operate them effectively and to select and implement appropriate upgrades or new technologies and systems and adequate disaster recovery systems successfully. The failure of our information systems or third-party hosted technology to perform as designed or our failure to implement and operate them effectively could disrupt our business, require significant capital investments to remediate a problem or subject us to liability. ## If our electronic data is compromised our business could be significantly harmed. We and our business partners maintain significant amounts of data electronically in locations around the world and in the cloud. This data relates to all aspects of our business, including current and future products and entertainment under development, and also contains certain customer, consumer, supplier, partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protections of such data by third parties, those partners may also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material. ## Global and Economic Risks Relating to our Business ## The global coronavirus outbreak or other similar outbreaks of communicable infections, diseases, or public health pandemics in the markets in which we and our employees, consumers, customers, partners, licensees, suppliers and manufacturers operate, could substantially harm our business. The global outbreak of the coronavirus which continues to adversely impact global populations, and any other outbreaks of communicable infections, diseases or other adverse public health conditions in markets in which we, our employees, consumers, customers, partners, licensees, licensors, suppliers and manufacturers operate, could have a significant negative impact on our business, revenues and profitability. The occurrence of these types of events can result, and in the case of the coronavirus has resulted in, disruptions and damage to our business, caused by a number of factors: • the negative impact to our ability to design, develop, manufacture and ship product as well as produce and distribute entertainment content; • delays in entertainment content releases from our partners and licensors, or changes in release plans, that can adversely impact our product sales; examples of releases that have been delayed include Disney’s MULAN , MARVEL’S BLACK WIDOW, SONY PICTURES GHOSTBUSTERS AFTERLIFE and SNAKE EYES: G.I. JOE ORIGINS ; • the negative impact on consumer purchasing behavior and availability of product to consumers, including due to retail store closures, limited reopenings, shelter at home instructions and limitations on the capacity of ecommerce; • disruptions or restrictions on the ability of some of our employees, suppliers and manufacturers to work effectively, including due to illness, quarantines, government actions, and facility closures or other similar restrictions;

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## Changes in U.S., global or regional economic conditions could harm our business and financial performance. Our financial performance is impacted by the level of discretionary consumer spending in the markets in which we operate. Recessions, credit crises and other economic downturns, or disruptions in credit markets, in the U.S. and in other markets in which we operate can result in lower levels of economic activity, lower employment levels, less consumer disposable income, and lower consumer confidence. Similarly, reductions in the value of key assets held by consumers, such as their homes or stock market investments, can lower consumer confidence and consumer spending power. Any of these factors can reduce the amount which consumers spend on the purchase of our products and entertainment. This in turn can reduce our revenues and harm our financial performance and profitability. In addition to experiencing potentially lower revenues during times of economic difficulty, in an effort to maintain sales during such times we may need to reduce the price of our products, increase our promotional spending and/or sales allowances, take other steps to encourage retailer and consumer purchase of our products, or incur expenses to develop and produce entertainment offerings with no assurance of success. Those steps may lower our net revenues or increase our costs, thereby decreasing our operating margins and lowering our profitability. ## Other adverse economic conditions in the markets in which we and our employees, consumers, customers, suppliers and manufacturers operate could negatively impact our ability to produce and ship our products, and lower our revenues, margins and profitability. Various economic conditions in the markets we, our employees, consumers, customers, suppliers and manufacturers operate, could have a significant negative impact on our revenues, profitability and business. The occurrence of adverse economic conditions can result in manufacturing and other work stoppages, slowdowns and delays; shortages or delays in production or shipment of products or raw materials; delays or reduced purchases from customers and consumers; and other factors that cause increases in costs or delay in revenues. Significant increases in the costs of other products which are required by consumers, such as gasoline, home heating fuels, or groceries, may reduce household spending on the discretionary products and entertainment we offer. Weakened economic conditions, lowered employment levels or recessions in any of our major markets may also significantly reduce consumer purchases of our products and spending on entertainment. Economic conditions may also be negatively impacted by terrorist attacks, wars and other conflicts, natural disasters, increases in critical commodity prices or labor costs, or the prospect of such events. Such a weakened economic and business climate, as well as consumer uncertainty created by such a climate, could harm our revenues and profitability. Our success and profitability not only depend on consumer demand for our products, but also on our ability to produce and sell those products at costs which allow for us to make a profit. Rising fuel and raw material prices, for paperboard and other components such as resin used in plastics or electronic components, increased transportation costs, and increased labor costs in the markets in which our products are manufactured all may increase the costs we incur to produce and transport our products, which in turn may reduce our margins, reduce our profitability and harm our business. ## Financial Risks Relating to our Business ## Our quarterly and annual operating results may fluctuate due to seasonality in our business. Sales of our toys, games and other entertainment products are extremely seasonal, with a majority of retail sales occurring during the period from September through December in anticipation of the holiday season. This seasonality has increased over time, as retailers become more and more efficient in their control of inventory levels through quick response or just in time inventory management techniques, including the use of automated inventory replenishment programs. Further, ecommerce continues to grow significantly and accounts for a higher portion of the ultimate sales of our products to consumers. Ecommerce retailers tend to hold less inventory and take inventory closer to the time of sale to consumers than traditional retailers. As a result, customers are timing their orders so that they are being filled by suppliers, such as us, closer to the time of purchase by consumers. While these techniques reduce a retailer’s investment in inventory, they increase pressure on suppliers like us to fill orders promptly and thereby shift a significant portion of inventory risk and carrying costs to the supplier. This can also result in our losing significant revenues and earnings if our supply chain is unable to supply product to our customers when they want it. Tariffs can exacerbate this negative impact by causing retailers to shift from direct import to domestic orders, further pressuring our supply chain as we experienced in 2019. The level of inventory carried by retailers may also reduce or delay retail sales resulting in lower revenues for us. If we or our customers determine that one of our products is more popular at retail than was originally anticipated, we may not have sufficient time to produce and ship enough additional products to fully meet consumer demand.

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currencies may have a significant negative impact on our revenues and earnings as they are reported in U.S. dollars. ## Our indebtedness may limit our availability of cash, cause us to divert cash to fund debt service payments or may it more difficult to take certain other actions . We incurred significant indebtedness to finance our acquisition of eOne. The increase in our debt service obligations resulting from additional indebtedness could have a material adverse effect on our results of operations and financial condition. In particular, our increased indebtedness could: • make it more difficult and/or costly for us to pay or refinance our debts as they become due, particularly during adverse economic and industry conditions, because a decrease in revenues or increase in costs could cause cash flow from operations to be insufficient to make scheduled debt service payments; • require a substantial portion of our available cash to be used for debt service payments, thereby reducing the availability of our cash to fund working capital, capital expenditures, development projects, acquisitions or other strategic opportunities, dividend payments, share repurchases and other general corporate purposes; • result in downgrades in the credit ratings on our indebtedness, which could limit our ability to borrow additional funds on favorable terms or at all (including in order to refinance our other debt), increase the interest rates under our credit facilities and under any new indebtedness we may incur; • make it more difficult for us to raise capital to fund working capital, make capital expenditures, pay dividends, pursue strategic initiatives or for other purposes; • result in higher interest expense, which could be further increased in case of current or future borrowings subject to variable rates of interest; • require that materially adverse terms, conditions or covenants be placed on us under our debt instruments, which could include, for example, limitations on additional borrowings or limitations on our ability to create liens, pay dividends, repurchase our common stock or make investments, any of which could hinder our access to capital markets or our flexibility in the conduct of our business and make us more vulnerable to economic downturns and adverse competitive industry conditions; and • jeopardize our ability to pay our indebtedness if our business experienced a severe downturn. ## If we were unable to obtain or service our other external financings, or if the restrictions imposed by such financing were too burdensome, our business would be harmed. Due to the seasonal nature of our business, in order to meet our working capital needs, particularly those in the third and fourth quarters, we may rely on our commercial paper program, revolving credit facility and our other credit facilities for working capital. We currently have a commercial paper program which, subject to market conditions, and availability under our committed revolving credit facility, allows us to issue up to $1,000.0 million in aggregate amount of commercial paper outstanding from time to time as a source of working capital funding and liquidity. We cannot guarantee that we will be able to issue commercial paper on favorable terms, or at all, at any given point in time. We also have a revolving credit agreement which provides for a $1,500.0 million committed revolving credit facility. The credit agreement contains certain restrictive covenants setting forth leverage and coverage requirements, and certain other limitations typical of an investment grade facility. These restrictive covenants may limit our future actions as well as our financial, operating and strategic flexibility. Non-compliance with our debt covenants could result in us being unable to utilize borrowings under our revolving credit facility and other bank lines, a circumstance which potentially could occur when operating shortfalls would require supplementary borrowings to enable us to continue to fund our operations. Not only may our individual financial performance impact our ability to access sources of external financing, but significant disruptions to credit markets in general may also harm our ability to obtain financing. In times of severe economic downturn and/or distress in the credit markets, it is possible that one or more sources of external financing may be unable or unwilling to provide funding to us. In such a situation, it may be that we would be unable to access funding under our existing credit facilities, and it might not be possible to find alternative sources of funding. We also may choose to finance our capital needs, from time to time, through the issuance of debt securities. Our ability to issue such securities on satisfactory terms, if at all, will depend on the state of our business and financial condition, any ratings issued by major credit rating agencies, market interest rates, and the overall condition of the

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General Data Protection Regulation adopted by the European Union. While we take all the steps we believe are necessary to comply with these acts and regulations, we cannot assure you that we will be in compliance and, if we fail to comply with these requirements or other regulations enacted in the future, we could be subject to fines, liabilities or sanctions which could have a significant negative impact on our business, financial condition and results of operations. We may also be subject to involuntary product recalls or may voluntarily conduct a product recall. While costs associated with product recalls have generally not been material to our business, the costs associated with future product recalls individually or in the aggregate in any given fiscal year could be significant. In addition, any product recall, regardless of direct costs of the recall, may harm the reputation of our products and have a negative impact on our future revenues and results of operations. As a large multinational corporation, we are subject to a host of governmental regulations throughout the world, including antitrust, employment, customs and tax requirements, anti-boycott regulations, environmental regulations and the Foreign Corrupt Practices Act. Complying with these regulations imposes costs on us which can reduce our profitability and our failure to successfully comply with any such legal requirements could subject us to monetary liabilities and other sanctions that could further harm our business and financial condition. ## Our entertainment business involves risks of liability claims for media content, which could adversely affect our business, results of operations and financial condition. As a distributor and producer of media content, we may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, and other claims based on the nature and content of the materials distributed. These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on our business, results of operation and financial condition. ## From time to time, we are involved in litigation, arbitration or regulatory matters where the outcome is uncertain and which could entail significant expense. As a large multinational corporation, we are subject, from time to time, to regulatory investigations, litigation and arbitration disputes, including potential liability from personal injury or property damage claims by the users of products that have been or may be developed by us, claims by third parties that our products infringe upon or misuse such third parties’ property or rights, or claims by former employees for employment related matters. Because the outcome of litigation, arbitration and regulatory investigations is inherently difficult to predict, it is possible that the outcome of any of these matters could entail significant cost for us and harm our business. The fact that we operate in a significant number of international markets also increases the risk that we may face legal and regulatory exposures as we attempt to comply with a large number of varying legal and regulatory requirements. Any successful claim against us could significantly harm our business, financial condition and results of operations. ## Item 1B. Unresolved Staff Comments. None. ## Item 2. Properties. Hasbro owns its corporate headquarters in Pawtucket, Rhode Island consisting of approximately 343,000 square feet, which is used by corporate functions as well as the Global Operations and Entertainment, Licensing and Digital segments. The Company also owns an adjacent building consisting of approximately 23,000 square feet and leases a building in East Providence, Rhode Island consisting of approximately 120,000 square feet, both of which are used by corporate functions. The Company's significant leased properties include a facility in Providence, Rhode Island consisting of approximately 136,000 square feet which is used primarily by the U.S. and Canada segment, as well as the Entertainment, Licensing and Digital and Global Operations segments. In addition, the Company leases office space consisting of approximately 126,000 square feet in Renton, Washington as well as warehouse space aggregating approximately 3,270,000 square feet in Georgia, California, Texas, Illinois and Quebec that are also used by the U.S. and Canada segment. The Company leases approximately 80,000 square feet in Burbank, California, and 27,000 square feet in Dublin, Ireland that are used by the Entertainment, Licensing and Digital segment. The Company also leases approximately 95,000 square feet in Toronto used primarily by the eOne segment for office space. The Global Operations segment leases an aggregate of 85,100 square feet of office and warehouse space in Hong Kong as well as 59,400 square feet of office space leased in the People’s Republic of China. Outside of the properties listed above, the Company leases or owns property in over 35 countries. The primary locations for facilities in the International segment are in Australia, Brazil, France, Germany, Mexico, Russia, Spain,

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See “Risk Factors” contained in Part I, Item 1A . Risk Factors, of this Form 10-K for a discussion of risks and uncertainties that may affect future results. Also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 . Management's Discussion and Analysis of Financial Condition and Results of Operation, of this Form 10-K for a discussion of factors affecting the comparability of information contained in this Item 6. ## Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with the audited consolidated financial statements of the Company included in Part II, Item 8 . Financial Statements, of this Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements concerning the Company’s expectations and beliefs. See “Statement Regarding Forward-Looking Statements” and Part I, Item 1A. Risk Factors , of this Form 10-K for a discussion of other uncertainties, risks and assumptions associated with these statements. Unless otherwise specifically indicated, all dollar or share amounts herein are expressed in millions of dollars or shares, except for per share amounts. ## EXECUTIVE SUMMARY Hasbro, Inc. (“Hasbro”) is a global play and entertainment company committed to Creating the World’s Best Play and Entertainment Experiences. From toys, games and consumer products to television, movies, digital gaming, and other entertainment experiences, we connect to global audiences by bringing to life great innovations, stories and brands across established and inventive platforms. Our iconic brands include NERF, MAGIC: THE GATHERING, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier partner brands. Through our recently acquired global entertainment studio, Entertainment One (“eOne”), we are building our brands globally through great storytelling and content on all screens. At Hasbro, we are committed to making the world a better place for all children, fans and families. We believe that doing well includes doing good in the world and for all our constituents. This is demonstrated in all we do, including through corporate social responsibility and philanthropy. Our strategic plan is centered around Hasbro’s Brand Blueprint, a framework for bringing compelling and expansive brand experiences to consumers and audiences around the world. Our brands are story-led consumer franchises brought to life through a wide array of consumer products, compelling content across a multitude of platforms and media, including a variety of digital experiences, as well as music, publishing and location- based entertainment. Brands and content are at the center of the Hasbro Brand Blueprint. The development and execution of our brands and content are informed by our proprietary consumer insights, which help us understand the behavior of our consumers, from a consumption of content and play standpoint. Hasbro generates revenue and earns cash by developing, marketing and selling products based on global brands in a broad variety of consumer goods categories. The Company also develops, acquires, produces, finances, distributes and sells entertainment content, some of which is based on the Company’s properties, in addition to the out-licensing of rights for third parties to use its properties in connection with products, including digital media and games and other consumer products. Hasbro also leverages its competencies to develop and market products based on well-known licensed brands including, but not limited to, BEYBLADE, DISNEY PRINCESS and DISNEY FROZEN, DISNEY’S DESCENDANTS, MARVEL, SESAME STREET, STAR WARS, and DREAMWORKS’ TROLLS. MARVEL, STAR WARS, DISNEY PRINCESS, DISNEY FROZEN and DISNEY’S DESCENDANTS are owned by The Walt Disney Company. For the periods presented in this Form 10-K, the Company’s business is separated into four principal business segments: U.S. and Canada, International, Entertainment, Licensing and Digital and eOne. The U.S. and Canada segment markets and sells both toy and game products primarily in the United States and Canada. The International segment consists of the Company’s European, Asia Pacific and Latin and South American toy and game marketing and sales operations. The Company’s Entertainment, Licensing and Digital segment includes the Company’s legacy consumer products licensing, digital licensing and gaming, and movie and television entertainment operations. The eOne segment, which was added to the Company's reporting structure in the first quarter of 2020, engages in the development, acquisition, production, financing, distribution and sales of entertainment content and is comprised of all legacy eOne operations. In addition to these primary segments, the Company’s product sourcing operations are managed through its Global Operations segment. The impact of changes in foreign currency exchange rates used to translate the consolidated statements of operations is quantified by translating the current period revenues at the prior period exchange rates and comparing

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◦ 2019 net earnings included non-cash charges of $111.0 million ($86.0 million after-tax), or $0.67 per diluted share, related to the Company's settlement of its U.S. defined benefit pension plan liability, partially offset by a net benefit of $75.7 million ($81.8 million after tax), or $0.64 per diluted share, from eOne transaction related costs including foreign currency gains related to hedging a portion of the eOne British Pound purchase price. ## 2019 highlights • Net revenues of $4,720.2 million increased 3% from $4,579.6 million in 2018. The increase in net revenues included an unfavorable foreign currency translation of $78.5 million. ◦ U.S. and Canada segment net revenues increased 3%; International segment net revenues decreased 1% and included an unfavorable foreign currency translation impact of $76.5 million; Entertainment, Licensing and Digital segment net revenues increased 22%. ◦ Partner Brands net revenues increased 24%; Emerging Brands net revenues increased 5%; Franchise Brands net revenues declined 1%; Hasbro Gaming net revenues declined 10%. • Operating profit was $652.1 million, or 13.8% of net revenues in 2019 compared to operating profit of $331.1 million, or 7.2% of net revenues in 2018. ◦ 2019 operating profit was negatively impacted by $17.8 million ($16.4 million after-tax) of acquisition related costs associated with the eOne transaction. ◦ 2018 operating profit was negatively impacted by the Toys"R"Us bankruptcy, costs related to the Company’s 2018 restructuring program and impairment charges related to Backflip Studios and other intangible assets. • Net earnings increased in 2019 to $520.5 million, or $4.05 per diluted share, compared to $220.4 million, or $1.74 per diluted share in 2018. ## Share Repurchases and Dividends The Company has a long history of returning cash to its shareholders through quarterly dividends and share repurchases. In 2020, Hasbro maintained its quarterly dividend rate of $0.68 per share. The Company has continued its quarterly dividend into 2021 with the first quarterly dividend paid in February and declaration of a second cash dividend of $0.68 per share scheduled for May 2021. In addition to the dividend, the Company periodically returns cash to shareholders through its share repurchase program. As part of this initiative, since 2005 the Company’s Board of Directors (the "Board") adopted numerous share repurchase authorizations with a cumulative authorized repurchase amount of $4,325.0 million. The most recent authorization was approved in May 2018 for $500 million. Since 2005, Hasbro has repurchased 108.6 million shares at a total cost of $3,961.2 million and an average price of $36.44 per share. At December 27, 2020, Hasbro had $366.6 million remaining available under these share repurchase authorizations. Share repurchases are subject to market conditions, the availability of funds and other uses of funds. As a result of the financing activities related to the eOne Acquisition, the Company has suspended its current share repurchase program while it prioritizes deleveraging. ## Summary of Financial Performance A summary of the Company’s results of operations for 2020, 2019 and 2018 is illustrated below. <img src='content_image/1032015.jpg'>

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## Critical Accounting Policies and Significant Estimates The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company’s reported financial results include film and television production costs, recoverability of goodwill, intangible assets, income taxes and business combinations. Additionally, the Company identified the valuation of the Company’s equity method investment in Discovery Family Channel as a significant accounting estimate. ## Film and Television Production Costs The Company incurs certain costs in connection with the production of television programs and films which are capitalized as they are incurred and amortized using the individual-film-forecast method. These costs, which include direct production costs, development costs, acquisition and inventory costs as well as residuals and participations, are amortized in the proportion that the current year’s revenues bear to management’s estimate of total ultimate revenues as of the beginning of each fiscal year related to the film or television program. These capitalized costs are reported at the lower of cost, less accumulated amortization, or fair value, and reviewed for impairment when an event or change in circumstances occurs that indicates that impairment may exist. The fair value is determined using a discounted cash flow model which is primarily based on management’s future revenue and cost estimates. The most significant estimates are those used in the determination of ultimate revenue in the individual-film-forecast method. Ultimate revenue estimates impact the timing of program production cost amortization in the consolidated statements of operations. Ultimate revenue includes revenue from all sources that are estimated to be earned related to a film or television program and include theatrical exhibition; first run program distribution fees; toy, game and other consumer product licensing fees; and other revenue sources, such as secondary market home entertainment formats and subscription video on demand ("SVOD") services. Our ultimate revenue estimates for each film or television program are developed based on our estimates of expected future results. We review and revise these estimates at each reporting date to reflect the most current available information. When estimates for a film or television program are revised, the difference between the program production cost amortization determined using the revised estimate and any amounts previously expensed during that fiscal year, are included as an adjustment to program production cost amortization in the consolidated statements of operations in the period in which the estimates are revised. Prior period amounts are not adjusted for subsequent changes in estimates. Factors that can impact our revenue estimates include the historical performance of similar films and television programs, expected distribution platforms, factors unique to our television and film content and the success of our program-related toy, game and other merchandise. ## Recoverability of Goodwill and Intangible Assets The Company tests goodwill for impairment at least annually. If an event occurs or circumstances change that indicate that the carrying value of a reporting unit exceeds its fair value, the Company will perform an interim goodwill impairment test at that time. The Company may perform a qualitative assessment and bypass the quantitative impairment testing process, if it is not more likely than not that impairment exists. If it is more likely than not that impairment exists, a quantitative goodwill impairment test is performed. When performing a quantitative impairment test, goodwill is tested for impairment by comparing the carrying value to the estimated fair value of the reporting unit which is calculated using an income approach. Other intangible assets with indefinite lives are tested for impairment by comparing their carrying value to their estimated fair value. In 2020, following the acquisition of eOne during the first quarter, the Company allocated its $4.6 billion purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values amounted to $3.2 billion and was recorded to goodwill and allocated to the Company's reportable segments as follows: eOne: $2.241 million; U.S. and Canada: $521.2 million; International: $329.6 million; and Entertainment, Licensing and Digital: $103.2 million. See note 6 to the Company's consolidated financial statements in Part II, Item 8. Financial Statements, of this Form 10-K for details on the allocation of acquired goodwill. During the fourth quarters of 2020 and 2019, the Company performed a qualitative goodwill assessment with respect to each of its reporting units, including an assessment of eOne in 2020. Our assessment included the consideration of COVID-19 and the impact to the business in 2020. We determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units in either year.

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During the fourth quarter of 2018, the Company took a number of actions to react to a rapidly changing mobile gaming industry that resulted in a modification to the Company’s long-term plan for its Backflip business. These modifications included organizational actions and related personnel changes, the extension of launch dates for games currently in or planned for development and the addition of partners for the development of future game releases. The modifications resulted in changes to the long-term projections for the Backflip business which led the Company to conclude the goodwill associated with the Backflip reporting unit was impaired. The goodwill impairment analysis involved comparing the Backflip carrying value to its estimated fair value, which was calculated based on the Income Approach. To calculate the fair value of the future cash flows under the Income Approach, a discount rate of 19% was utilized, representing the reporting unit’s estimated weighted-average cost of capital. Based on the results of the impairment test, the Company determined that the carrying value of the Backflip reporting unit exceeded its estimated fair value. The Company recorded an impairment charge of $86.3 million within administrative expense and in the Company’s Entertainment, Licensing and Digital segment, during the fourth quarter of 2018, which was the full amount of remaining goodwill associated with the Backflip reporting unit. Subsequently, during 2019 the Company made the decision to close the Backflip business. The estimation of future cash flows utilized in the evaluation of the Company’s goodwill requires significant judgments and estimates with respect to future revenues related to the respective asset and the future cash outlays related to those revenues. Actual revenues and related cash flows or changes in anticipated revenues and related cash flows could result in a change in this assessment and result in an impairment charge. The estimation of discounted cash flows also requires the selection of an appropriate discount rate. The use of different assumptions would increase or decrease estimated discounted cash flows and could increase or decrease the related impairment charge. Intangible assets, other than those with indefinite lives, are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During 2020, the Company determined that certain of its definite-lived intangible entertainment and production assets related to properties, from both the legacy Hasbro business as well as properties acquired through the eOne Acquisition, were impaired. It was determined that the carrying values of these intangible assets exceeded their related future cash flows, thus indicating impairment. As a result, charges of $20.1 and $30.7 million were recorded in the first and fourth quarters of 2020, respectively, within acquisition and related costs in the Company's consolidated statement of operations, included in Part II, Item 8. Financial Statements, of this Form 10-K. There were no other triggering events in 2020 or 2019 which would indicate the Company's intangible assets were impaired. As part of its assessment of intangible assets in the fourth quarter of 2018, the Company completed impairment testing relating to certain property rights, both owned or related to license agreements. Specifically, the Company reviewed intangible assets recorded in connection with licensed property rights and owned technology. Due to a decline in revenue and revised projections for future revenue, it was determined that the intangible asset carrying values exceeded expected future cash flows, indicating that the intangible asset was impaired, and resulted in a charge of $31.3 million recorded within administrative expense. ## Income Taxes The Company’s annual income tax rate is based on its income, statutory tax rates, changes in prior tax positions and tax planning opportunities available in the various jurisdictions in which it operates. Significant judgment and estimates are required to determine the Company’s annual tax rate and evaluate its tax positions. Despite the Company’s belief that its tax return positions are fully supportable, these positions are subject to challenge and estimated liabilities are established in the event that these positions are challenged, and the Company is not successful in defending these challenges. These estimated liabilities, as well as the related interest, are adjusted in light of changing facts and circumstances such as the progress of a tax audit. In addition, on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that established new tax laws in 2018, including, but not limited to, reducing the U.S. statutory tax rate from 35% to 21% and creating new taxes on certain foreign-sourced earnings and certain related-party payments. In May 2019, a public referendum held in Switzerland approved the Swiss Federal Act on Tax Reform and AHV Financing (TRAF) proposals previously approved by the Swiss Parliament. The Swiss tax reform measures were effective on January 1, 2020. Changes in tax reform include the abolishment of preferential tax regimes for holding companies, domicile companies and mixed companies at the cantonal level. The enacted changes in Swiss federal tax were not material to the Company's consolidated financial statements. Swiss cantonal tax was enacted in

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resolution of these uncertain tax positions and as such, does not know the ultimate amount or timing of payments related to this liability. • At December 27, 2020, the Company had letters of credit and related instruments of approximately $16.2 million. The Company believes that cash from operations and funds available through its commercial paper program or lines of credit will allow the Company to meet these and other obligations described above. ## Financial Risk Management The Company is exposed to market risks attributable to fluctuations in foreign currency exchange rates primarily as the result of sourcing products priced in U.S. dollars and Hong Kong dollars while marketing and selling those products in more than twenty currencies. Results of operations may be affected primarily by changes in the value of the U.S. dollar, Hong Kong dollar, Euro, British pound sterling, Canadian dollar, Brazilian real, Russian ruble and Mexican peso and, to a lesser extent, other currencies in Latin American and Asia Pacific countries. To manage this exposure, the Company has hedged a portion of its forecasted foreign currency transactions using foreign exchange forward contracts. At December 27, 2020, the Company estimates that a hypothetical immediate 10% depreciation of the U.S. dollar against all foreign currencies included in these foreign exchange forward contracts could result in an approximate $40.7 million decrease in the fair value of these instruments. A decrease in the fair value of these instruments would be substantially offset by decreases in the value of the forecasted foreign currency transactions. The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in currencies other than the U.S. dollar. The Company believes, however, that the on-going risk on the net exposure should not be material to its financial condition. In addition, the Company’s revenues and costs have been and will likely continue to be affected by changes in foreign currency rates. A significant change in foreign exchange rates can materially impact the Company’s revenues and earnings due to translation of foreign- denominated revenues and expenses. The Company does not hedge against translation impacts of foreign exchange. From time to time, affiliates of the Company may make or receive intercompany loans in currencies other than their functional currency. The Company manages this exposure at the time the loan is made by using foreign exchange contracts. The Company reflects all derivatives at their fair value as an asset or liability on the consolidated balance sheets. The Company does not speculate in foreign currency exchange contracts. At December 27, 2020, these contracts had net unrealized losses of $7.9 million, of which $3.7 million are recorded in prepaid expenses and other current assets, $1.1 million are recorded in other assets, $12.5 million are recorded in accrued liabilities and $0.2 million are recorded in other non-current liabilities. Included in accumulated other comprehensive earnings at December 27, 2020 are deferred losses of $5.6 million, net of tax, related to these derivatives. In addition, during the third quarter of 2019 the Company hedged a portion of its exposure to fluctuations in the British pound sterling in relation to the eOne Acquisition purchase price and other transaction related costs using a series of both foreign exchange forward and option contracts. These contracts did not qualify for hedge accounting and as such, were marked to market through the Company's Consolidated Statement of Operations. For tax purposes these contracts qualified as nontaxable integrated tax hedges. The Company recorded realized gains of $80.0 million to other (income) expense, net on the matured portion of these contracts for the year ended December 29, 2019. The remaining contracts matured on December 30, 2019, the closing date of the transaction. The net gains or losses recognized in 2020 were immaterial to the Company's consolidated financial statements. At December 27, 2020, the Company had fixed rate long-term debt of $4,084.9 million. Of this long-term debt, $600.0 million represents the aggregate issuance of long-term debt in May 2014 which consists of $300.0 million of 3.15% Notes due 2021 and $300.0 million of 5.10% Notes due 2044. Prior to the May 2014 debt issuance, the Company entered into forward-starting interest rate swap agreements with a total notional value of $500.0 million to hedge the anticipated underlying U.S. Treasury interest rate. These interest rate swaps were matched with this debt issuance and were designated and effective as hedges of the change in future interest payments. At the date of issuance, the Company terminated these swap agreements and their fair value at the date of issuance was recorded in accumulated other comprehensive loss and is being amortized through the consolidated statements of operations using an effective interest rate method over the life of the related debt. Included in accumulated other comprehensive loss at December 27, 2020 are deferred losses, net of tax, of $16.5 million related to these derivatives. On June 23, 2016, the United Kingdom voted in a referendum to leave the European Union (“EU”), commonly referred to as Brexit. The UK government triggered the formal two-year period to negotiate the terms of the UK’s exit

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on March 29, 2017. These events resulted in an immediate weakening of British pound sterling against the US dollar, and increased volatility in the foreign currency markets which continued through 2019. These fluctuations initially affected Hasbro’s financial results, although the impact was partially mitigated by the Company’s hedging strategy. On January 31, 2020, the UK formally withdrew from the EU and entered a transitional period which ended on December 31, 2020. In December 2020 the UK and the EU agreed on a trade and cooperation agreement, under which the EU and the UK will now form two separate markets governed by two distinct regulatory and legal regimes. The trade and cooperation agreement covers the general objectives and framework of the relationship between the UK and the EU, including as it relates to trade, transport and visas. The Company continues to closely monitor the negotiations and the impact to foreign currency markets, taking appropriate actions to support the Company’s long- term strategy and to mitigate risks in its operational and financial activities. However, the Company cannot predict the direction of Brexit-related developments nor the impact of those developments on our European operations and the economies of the markets in which they operate. ## The Economy and Inflation The principal market for the Company’s toys and games and licensed consumer products, is the retail sector. Revenues from the Company’s top five retail customers, accounted for approximately 35% of its consolidated net revenues in 2020 and 38% of its consolidated net revenues in 2019 and 2018. The Company monitors the creditworthiness of its customers and adjusts credit policies and limits as it deems appropriate. The Company’s revenue pattern continues to show the second half of the year to be more significant to its overall business for the full year. In 2020, approximately 64% of the Company’s full year net revenues were recognized in the second half of the year. The Company expects that this concentration will continue. The concentration of sales in the second half of the year increases the risk of (a) underproduction of popular items, (b) overproduction of less popular items, and (c) failure to achieve tight and compressed shipping schedules. The business of the Company is characterized by customer order patterns which vary from year to year largely because of differences in the degree of consumer acceptance of a product line, product availability, marketing strategies, inventory levels, policies of retailers and differences in overall economic conditions. Larger retailers generally maintain lower inventories throughout the year and purchase a greater percentage of product within or close to the fourth quarter holiday consumer buying season, which includes Christmas. Quick response inventory management practices being used by retailers as well as growth in ecommerce result in orders increasingly placed for immediate delivery and fewer orders placed well in advance of shipment. Retailers are timing their orders so that they are filled by suppliers closer to the time of purchase by consumers. To the extent that retailers do not sell as much of their year-end inventory purchases during this holiday selling season as they had anticipated, their demand for additional product earlier in the following fiscal year may be curtailed, thus negatively impacting the Company’s future revenues. In addition, the bankruptcy or other lack of success of one of the Company’s significant retailers could negatively impact the Company’s future revenues. Unlike the Company's retail sales patterns, revenue patterns from the Company's entertainment businesses fluctuate based on the timing and popularity of television, film, streaming and digital content releases. Release dates are determined by factors including the timing of holiday periods, geographical release dates and competition in the market. In addition, entertainment business operating results fluctuate due to expenses recorded in relation to film and television productions and content such as program amortization costs and advertising expenses, which are incurred and recognized, beginning prior to initial releases and then continue throughout the related distribution windows. The effect of inflation on the Company’s operations during 2020 was not significant and the Company will continue its practice of monitoring costs and adjusting prices, accordingly.

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## HASBRO, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — (Continued) ## (Thousands of Dollars and Shares Except Per Share Data) In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. The amendments in this update provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public companies, this standard became effective for annual reporting periods beginning after December 15, 2019, and early adoption was permitted. The Company adopted the standard in the first quarter of 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements. ## Inventories Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Based upon a consideration of quantities on hand, actual and projected sales volume, anticipated product selling price and product lines planned to be discontinued, slow-moving and obsolete inventory is written down to its estimated net realizable value. At both December 27, 2020 and December 29, 2019, substantially all inventory is comprised of finished goods. ## Equity Method Investment For the Company’s equity method investments, only the Company’s investment in and amounts due to and from the equity method investment are included in the consolidated balance sheets and only the Company’s share of the equity method investment’s earnings (losses) is included in other (income) expense, net in the consolidated statements of operations. Dividends, cash distributions, loans or other cash received from the equity method investment, additional cash investments, loan repayments or other cash paid to the investee are included in the consolidated statements of cash flows. The Company reviews its equity method investments for impairment on a periodic basis. If it has been determined that the fair value of the equity investment is less than its related carrying value and that this decline is other-than-temporary, the carrying value of the investment is adjusted downward to reflect these declines in value. The Company has one significant equity method investment, its 40% interest in a joint venture with Discovery Communications, Inc. (“Discovery”). The Company and Discovery are party to an option agreement with respect to this joint venture. The Company has recorded a liability for this option agreement at fair value which is included in other liabilities in the consolidated balance sheets. Unrealized gains and losses on this option are recognized in the consolidated statements of operations as they occur. See notes 7 and 14 for additional information.

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## Operating Leases ## HASBRO, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) Prior to 2019 Hasbro recorded lease expense on a straight-line basis inclusive of rent concessions and increases. Reimbursements from lessors for leasehold improvements were deferred and recognized as a reduction to lease expense over the remaining lease term. In February 2016, the FASB issued Accounting Standards Update 2016-02 (ASU 2016-02), Leases (Topic 842) , which requires lessees to recognize a right-of-use asset and a lease liability for virtually all leases. The liability is based on the present value of lease payments and the asset is based on the liability. For income statement purposes, a dual model was retained requiring leases to be either classified as an operating lease or finance lease. Operating leases result in straight-line expense while finance leases result in a front-loaded expense pattern. The Company adopted ASU-2016-02 on December 31, 2018, the first day of fiscal 2019 . For all leases, the terms were evaluated, including extension and renewal options as well as the lease payments associated with the leases. As a result of the adoption of the standard, in the first quarter of 2019, the Company recorded right-of-use assets of $121,230 and lease liabilities of $139,520. The Company’s results of operations were not impacted by this standard. The adoption of this standard did not have an impact on the Company’s cash flows. For further details, see note 17. ## Income Taxes Hasbro uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. Actual operating results in future years could differ from our current assumptions, judgments and estimates. However, we believe that it is more likely than not that most of the deferred tax assets recorded on our Consolidated Balance Sheets will ultimately be realized. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. As of December 27, 2020, the valuation allowance of $174,185 was primarily related to net operating losses acquired as part of the eOne acquisition. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense. ## Foreign Currency Translation Foreign currency assets and liabilities are translated into U.S. dollars at period-end exchange rates, and revenues, costs and expenses are translated at weighted average exchange rates during each reporting period. Net earnings include gains or losses resulting from foreign currency transactions and, when required, translation gains and losses resulting from the use of the U.S. dollar as the functional currency in highly inflationary economies. Other gains and losses resulting from translation of financial statements are a component of other comprehensive earnings (loss).

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◦ Television. Television programming based on our brands currently airs in markets throughout the world. Domestically, we distribute programming to Discovery Family Channel (the “Network”), a joint venture between Discovery Communications, Inc. (“Discovery”) and Hasbro which operates a cable television network in the United States dedicated to high-quality children’s and family entertainment and educational programming. Additionally, we distribute certain programming domestically to other outlets. Internationally, we distribute to various broadcasters and cable networks. We also distribute programming globally on various digital platforms, including Netflix. In 2016, Hasbro acquired Boulder Media, an animation studio based in Dublin, Ireland that produces a variety of animation projects, including those for third parties. With the acquisition of eOne, we have significantly expanded our television production and distribution capabilities. eOne is a major independent producer of television content primarily in North America. eOne focuses on the development, production and acquisition of high-quality television programming for sale to broadcasters and digital platforms globally. eOne develops and produces original television programming for broadcast in its core television production territories of Canada and the U.S., which is then distributed into global markets by eOne’s own international sales network. eOne typically finances its television programming on a production‑by‑production basis by way of production financing facilities. eOne’s original television programming is sold to broadcasters on a series‑by‑series or individual show basis for broadcast on free television, pay television, Subscription Video‑On‑Demand and other digital platforms. Its programming spans a variety of genres, including scripted drama, non‑scripted reality and documentaries, and in multiple formats, including series, television films, mini‑series and specials. ◦ Film. With the addition of eOne’s global independent film business, we have expanded our capabilities in this area. eOne focuses on the production and co-production of a growing number of films, some of which are based on Hasbro brands, as well as the acquisition and development of film production rights and the exploitation of these rights on a multi‑territory basis across all media channels, including cinema, physical home entertainment and broadcast and digital. In 2020, due to the pandemic, the industry saw delays or postponements in releases of films, or in some cases films were released direct to streaming or to streaming after a limited theater release. We expect these trends could continue in the near future. In October 2017, we entered into an agreement with Paramount Pictures (“Paramount”) to produce and distribute live action and animated films, as well as television programming based on Hasbro brands over a five-year period. Hasbro’s Allspark Pictures, Allspark Animation and now eOne play an active role alongside Paramount in content development and production under this relationship and Hasbro plays a more significant role in financing the films. Jointly, with Paramount Pictures, we have several upcoming feature length films with planned release dates in 2021 and 2022, including SNAKE EYES: G.I. JOE ORIGINS , expected to be released in the fall of 2021, a TRANSFORMERS feature length film expected in 2022 as well as a planned DUNGEONS & DRAGONS feature length film. • Other Brand Blueprint Areas . Other aspects of the Hasbro Brand Blueprint that help drive our storytelling experiences include music, digital content, e-sports, location-based entertainment, and publishing. ◦ Music. Through our acquisition of eOne, we operate a music label, which produces and releases music tracks and albums from artists across a wide variety of genres, and we own rights to a sizable catalog of music. Our music business provides a source of music content for film and television productions and allows us to monetize some of the music produced from our films and television programs. We also have a global music business specializing in management, publishing and live events across a wide variety of genres. The music business also includes UK-based Audio Network, an independent creator and publisher of original high quality music for use in film, television, advertising and digital media. ◦ Digital Content. We understand the importance of digital content to drive fan engagement, including in gaming and across other media, and of integrating such content with our products. Digital media encompasses digital gaming applications and the creation of digital environments for analog products through the use of complementary digital applications, social media and websites which extend storylines and enhance play.

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## Notes to Consolidated Financial Statements — (Continued) (Thousands of Dollars and Shares Except Per Share Data) ## HASBRO, INC. AND SUBSIDIARIES The $3,195,749 of goodwill acquired during 2020 is attributable to the eOne acquisition and represents the value placed on the combined company’s brand building capabilities, our storytelling capabilities and franchise economics in TV, film and other mediums to strengthen Hasbro brands. In addition, the acquisition goodwill depicts added benefits of long-term profitable growth through in-sourcing toy and game production for the acquired preschool brands and cost-synergies, which are expected to impact all of the Company’s reporting segments. For this reason, a portion of the goodwill associated with the eOne acquisition was allocated to certain legacy reportable segments based on a calculated synergy value comprised of toy and game insourcing, labor cost-savings and certain other expected benefits. See note 3 for more information about the acquisition of eOne. Goodwill in the amount of $9,117 acquired during 2019 is attributable to the Company's acquisition of Tuque Games ("Tuque") during October 2019. Tuque is a digital game development studio based in Montreal, Canada that will develop digital games for Wizards of the Coast brands. During the first quarter of 2019, the Company realigned its financial reporting segments to include all digital gaming businesses within the re- named Entertainment, Licensing and Digital reporting segment. As a result of the realignment, a portion of the U.S. and Canada goodwill was reclassified to the Entertainment, Licensing and Digital segment based on the relative fair values of the reporting units. A portion of the Company’s goodwill and other intangible assets reside in the Corporate segment of the business. For purposes of the goodwill impairment testing, these assets are allocated to the reporting units within the Company’s operating segments. The Company performs an annual impairment assessment on goodwill. This annual impairment assessment is performed in the fourth quarter of the Company’s fiscal year. In addition, if an event occurs or circumstances change that indicate that the carrying value may not be recoverable, the Company will perform an interim impairment test at that time. Although COVID-19 has had and will continue to have an impact to our business and the economies in which we operate, the impact of COVID-19 did not constitute a triggering event for purposes of goodwill testing in 2020. During the fourth quarter of 2020 the Company performed a qualitative goodwill assessment with respect to its reporting units including eOne, and determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units. During the fourth quarter of 2019, the Company performed a qualitative goodwill assessment with respect to its reporting units and determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units. During the fourth quarter of 2018, the Company took a number of actions to react to a rapidly changing mobile gaming industry that resulted in a modification to the Company’s long-term plan for its Backflip business. These modifications included organizational actions and related personnel changes, the extension of launch dates for game currently in or planned for development and the addition of partners for the development of future games releases. The modifications resulted in changes to the long-term projections for the Backflip business. The goodwill impairment analysis involved comparing the Backflip carrying value to its estimated fair value, which was calculated based on the Income Approach. Discounted cash flows serve as the primary basis for the Income Approach. The Company utilized forecasted cash flows for the Backflip reporting unit that included assumptions including but not limited to: expected revenues to be realized based on planned future mobile game releases, expected EBITDA margins derived in part based on expected future royalty costs, advertising and marketing costs, development costs, overhead costs, and expected future tax rates. The cash flows beyond the forecast period were estimated using a terminal value growth rate of 3%. To calculate the fair value of the future cash flows under the Income Approach, a discount rate of 19% was utilized, representing the reporting unit’s estimated weighted-average cost of capital. Based on the results of the impairment test, the Company determined that the carrying value of the Backflip reporting unit exceeded its estimated fair value. Based on this assessment, the Company recorded an impairment charge of $86,253 in the fourth quarter of 2018, in the Company’s Entertainment, Licensing and Digital segment, which was the full amount of remaining goodwill associated with the Backflip reporting unit. Based on its qualitative assessment of goodwill for all reporting units with the exception of Backflip in 2018, the Company concluded there was no other impairment of goodwill during 2018.

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## PROTECTIVE INSURANCE CORPORATION ## Form 10-K For the Fiscal Year Ended December 31, 2020 ## TABLE OF CONTENTS <img src='content_image/1053329.jpg'>

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## Investments The Company’s investment portfolio has been de-risked over the past three years primarily by reducing the equity and limited partnership investments as a percentage of the overall portfolio and increasing fixed income investments. The Company’s investment strategy emphasizes preservation and growth of capital surplus. Subject to achieving that objective, the Company pursues favorable risk adjusted returns. At December 31, 2020, the market value of the Company's consolidated investment portfolio was approximately $1,043.7 million, consisting of fixed income securities, equity securities, investments in limited partnerships, commercial mortgage loans and short-term and other investments and included $47.0 million of short-term funds classified as cash equivalents. A comparison of the allocation of assets within the Company's consolidated investment portfolio, using market value as a basis, is as follows as of December 31: <img src='content_image/1046810.jpg'> ## Fixed Income and Short-Term Investments Fixed income and short-term securities comprised 92.7% of the market value of the Company's consolidated investment portfolio of $1,043.7 million at December 31, 2020. The fixed income portfolio is widely diversified with no concentrations in any single industry, geographic location or municipality. The largest amount invested in any single issuer was $4.0 million (0.4% of the Company's consolidated investment portfolio). The Company's fixed income portfolio has a short duration compared to the duration of its insurance liabilities and, accordingly, the Company does not actively trade fixed income securities but typically holds such investments until maturity. Exceptions exist in instances where the underlying credit for a specific issue is deemed to be diminished. In such cases, the security will be considered for disposal prior to maturity. In addition, fixed income securities may be sold when realignment of the portfolio is considered beneficial (e.g., moving from taxable to non-taxable issues) or when valuations are considered excessive compared to alternative investments. Approximately $63.7 million of the Company's fixed income investments (6.1% of the Company's consolidated investment portfolio, which includes money market instruments classified as cash equivalents) consisted of non-rated bonds and bonds rated as less than investment grade by the National Association of Insurance Commissioners ("NAIC") at year end. These investments had a $2.2 million aggregate net unrealized gain position at December 31, 2020. The market value of the consolidated fixed income portfolio included $26.3 million of net unrealized gains at December 31, 2020 compared to $12.5 million of net unrealized gains at December 31, 2019. The current net unrealized gain on fixed income securities consisted of $4.7 million of gross unrealized losses and $31.0 million of gross unrealized gains at December 31, 2020. The gross unrealized losses equal approximately 0.5% of the cost of all fixed income securities. See also " Critical Accounting Policies" in Part II, Item 7, " Management's Discussion and Analysis of Financial Condition and Results of Operations, " of this Annual Report on Form 10-K for additional details regarding the Company's investment valuation. ## Equity Securities Because of the large amount of high-quality fixed income investments owned, relative to the Company's loss and loss expense reserves (net of reinsurance recoverables) and other liabilities, amounts invested in equity securities are not needed to fund current operations and, accordingly, can be committed for longer periods of time. Equity securities comprised 5.6% of the market value of the Company's consolidated investment portfolio of $1,043.7 million at December 31, 2020. The Company's equity securities portfolio consists of various securities with diversification from large to small capitalization issuers and among several industries. The largest single-equity issue owned had a market value of $3.5 million at December 31, 2020 (0.3% of the Company's consolidated investment portfolio).

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The Company believes it has a competitive advantage in its major lines of business as the result of its management and staff, its service and products, its willingness to custom build insurance programs for its customers, its centralized location with ready access to skilled employees, its proprietary databases and the use of technology with respect to its insureds. However, should competitors determine to "buy" market share with unprofitable rates, the Insurance Subsidiaries will generally experience a decline in business until pricing returns to profitable levels. ## Availability of Documents The Company is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding its website and the availability of certain documents filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC"). The Company's Internet website is www.protectiveinsurance.com. The Company has included its Internet website address throughout this Annual Report on Form 10-K as a textual reference only. The information contained on, or accessible through, the Company's Internet website is not incorporated by reference into this Annual Report on Form 10-K. The Company makes available, free of charge, through its Internet website, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such material with or furnishes it to the SEC. The Company also includes on its Internet website its Code of Business Conduct and the charter of each permanent committee of its Board of Directors (the "Board"). In addition, the Company intends to disclose on its Internet website any amendments to, or waivers from, its Code of Business Conduct that are required to be publicly disclosed pursuant to rules of the SEC and the Nasdaq Stock Market LLC ("Nasdaq"). Shareholders may obtain, without charge, a copy of this Annual Report on Form 10-K, including the consolidated financial statements and schedules thereto, without the accompanying exhibits, upon written request to Protective Insurance Corporation, 111 Congressional Boulevard, Carmel, Indiana 46032, Attention: Investor Relations. A list of exhibits is included in this Annual Report on Form 10-K, and exhibits are available from the Company upon payment to the Company of the cost of furnishing the exhibits.

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## FORWARD-LOOKING STATEMENTS The disclosures in this Form 10-K contain "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995). All statements, trend analyses and other information contained in this Form 10-K relative to markets for our products and trends in our operations or financial results, as well as other statements including words such as "may," "target," "anticipate," "believe," "plan," "estimate," "expect," "intend," "project," and other similar expressions, constitute forward-looking statements. Investors are cautioned that such forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, many of which are difficult to predict and generally beyond our control. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Investors are also urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the factors that affect our business, including " Risk Factors " set forth in Part I, Item 1A hereof and in our other reports filed with the U.S. Securities and Exchange Commission, or SEC, from time to time. Except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof. Factors that could contribute to these differences include, among other things: ● general economic conditions, including continued volatility of the financial markets, prevailing interest rate levels and stock and credit market performance, which may affect or continue to affect (among other things) our ability to sell our products and to collect amounts due to us, our ability to access capital resources and the costs associated with such access to capital and the market value of our investments; ● the risks related to our proposed merger with The Progressive Corporation (“Progressive”), and Carnation Merger Sub Inc. (“Merger Sub”) described under “ Proposed Merger with The Progressive Corporation ” in Part I, Item 1, “ Business ” hereof, including: • the inability to complete the proposed transaction due to the failure to obtain approval by our Class A shareholders of the proposed transaction or the failure to satisfy any of the other conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; • uncertainty as to the timing of completion of the proposed transaction; • the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger; • risks related to disruption of management’s attention from our ongoing business operations due to the proposed transaction; • the effect of the announcement of the proposed transaction on our relationships with our clients, operating results and business generally; and • the outcome of any legal proceedings to the extent initiated against us, Progressive or others following the announcement of the proposed transaction; ● the effects of the novel coronavirus ("COVID-19") pandemic and associated government actions on our operating and financial performance; ● our ability to obtain adequate premium rates and manage our growth strategy; ● increasing competition in the sale of our insurance products and services resulting from the entrance of new competitors into, or the expansion of the operations of existing competitors in, our markets and our ability to retain existing customers; ● other changes in the markets for our insurance products; ● the impact of technological advances, including those specific to the transportation industry; ● changes in the legal or regulatory environment, which may affect the manner in which claims are adjusted or litigated, including loss and loss adjustment expense; ● legal or regulatory changes or actions, including those relating to the regulation of the sale, underwriting and pricing of insurance products and services and capital requirements; ● the impact of a downgrade in our financial strength rating; ● technology or network security disruptions or breaches; ● adequacy of insurance reserves; ● availability of reinsurance and ability of reinsurers to pay their obligations; ● our ability to attract and retain qualified employees; ● tax law and accounting changes; and ● legal actions brought against us. Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Part I, Item 1A, " Risk Factors " of this Annual Report on Form 10-K. You should read that information in conjunction with " Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this Annual Report on Form 10-K and our consolidated financial statements and related notes in Part II, Item 8 of this Annual Report on Form 10- K.

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Net cash used in financing activities for 2020 consisted of regular cash dividend payments to shareholders of $5.7 million ($0.40 per share) and $1.8 million to repurchase 126,764 shares of our Class B common stock. Financing activities for 2019 consisted of regular cash dividend payments to shareholders of $5.9 million ($0.40 per share) and $11.5 million to repurchase 677,088 shares of our Class A and Class B common stock. Financing activities for 2018 consisted of regular cash dividend payments to shareholders of $16.8 million ($1.12 per share) and $4.6 million to repurchase 199,668 shares of our Class A and Class B common stock. Our assets at December 31, 2020 included $47.0 million of investments included within cash and cash equivalents on the consolidated balance sheet that are readily convertible to cash without market penalty and an additional $117.0 million of fixed income investments maturing in less than one year. We believe these liquid investments, plus the expected cash flow from premium collections, are sufficient to provide for projected claim payments and operating cost demands. In the event competitive conditions produce inadequate premium rates and we choose to further restrict volume or our premiums are further restricted due to market conditions, including related to the impact of COVID-19, we believe the liquidity of our investment portfolio would permit us to continue to pay claims as settlements are reached without requiring the disposal of investments at a loss, regardless of interest rates in effect at the time. We maintain a revolving credit facility with a $40.0 million limit, with the option for up to an additional $35.0 million in incremental loans at the discretion of the lenders, which has an expiration date of August 9, 2022. Interest on this revolving credit facility is referenced to the London Interbank Offered Rate ("LIBOR") and can be fixed for periods of up to one year at our option. Outstanding drawings on this revolving credit facility were $20.0 million as of December 31, 2020. At December 31, 2020, the effective interest rate was 1.25% and we had $20.0 million remaining under the revolving credit facility. The current outstanding borrowings were used to repay our previous line of credit. Our revolving credit facility has two financial covenants, each of which were met as of December 31, 2020. These covenants require us to have a minimum U.S. generally accepted accounting principles ("GAAP") net worth and a maximum consolidated debt to equity ratio of 0.35. Annualized net premiums written by our Insurance Subsidiaries for 2020 equaled approximately 126.9% of the combined statutory surplus of these subsidiaries. According to the NAIC, acceptable ranges for the ratio of net premiums written to statutory surplus include results of up to 300%. This ratio is designed to measure our ability to absorb above- average losses and our financial strength. Additionally, the statutory capital of each of our Insurance Subsidiaries substantially exceeded minimum risk-based capital requirements set by the NAIC as of December 31, 2020. As a result, we have the ability to increase our business without seeking additional capital to meet regulatory guidelines. Consolidated shareholders' equity is composed largely of GAAP shareholders' equity of our Insurance Subsidiaries. As such, there are statutory restrictions on the transfer of substantial portions of this equity to Protective. At December 31, 2020, $50.6 million may be transferred by dividend or loan to Protective without approval by, or prior notification to, regulatory authorities. An additional $151.1 million of shareholders' equity of our Insurance Subsidiaries could be advanced or loaned to Protective with prior notification to, and approval from, regulatory authorities, although transfers of this size would not be practical. We believe these restrictions pose no material liquidity concerns for us. We also believe the financial strength and stability of our Insurance Subsidiaries would permit access by Protective to short-term and long-term sources of credit when needed. Protective had cash and marketable securities valued at $12.9 million at December 31, 2020.

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Other operating expenses for 2019 increased $1.3 million (0.9%), to $138.5 million compared to 2018. The increase was driven primarily by higher commission expenses as a result of premium written mix and higher salary and benefit expenses during 2019, partially offset by a non-cash goodwill impairment charge of $3.2 million recorded in 2018, which did not recur in 2019. The expense ratio was 28.9% during 2019, compared to 28.7% for 2018. Federal income tax expense was $1.3 million for 2019 compared to a federal income tax benefit of $9.8 million in 2018. The effective tax rate for 2019 was 15.3% compared to 22.3% in 2018. The effective federal income tax rate in 2019 differed from the normal statutory rate primarily as a result of tax-exempt investment income and the dividends received deduction. As a result of the factors discussed above, net income for 2019 was $7.3 million compared to net loss of $34.1 million in 2018, a change of $41.4 million. ## Critical Accounting Policies The Company's significant accounting policies that are material and/or subject to significant degrees of judgment are highlighted below. ## Investment Valuation All marketable securities are included in the Company's balance sheets at current fair market value. Approximately 62% of the Company's assets are composed of investments at December 31, 2020. Approximately 93% of these investments are publicly-traded, owned directly and have readily-ascertainable market values. The remaining 7% of investments are composed primarily of mortgage loans and minority interests in several limited partnerships. These mortgage loans are originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. These limited partnerships are engaged in long-short equities, private equity, country-focused funds and real estate development as an alternative to direct equity investments. These partnerships do not have readily-determinable market values themselves. Rather, the values recorded are those provided to the Company by the respective partnerships based on the underlying assets of the limited partnerships. While a substantial portion of the underlying assets are publicly-traded securities, those which are not publicly-traded have been valued by the respective limited partnerships using their experience and judgment. Under Financial Accounting Standards Board ("FASB") guidance, if a fixed income security is in an unrealized loss position and the Company has the intent to sell the security, or it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis, the decline in value is recorded within impairment losses on investments in the consolidated statements of operations. The new cost basis of the investment is the previously amortized cost basis less the impairment recognized. The new cost basis is not adjusted for any subsequent recoveries in fair value. For a fixed income security that the Company does not intend to sell or in cases where it is more likely than not that the Company will not have to sell the security, the Company separates the credit loss component of the impairment from the amount related to all other factors and reports the credit loss component within net realized gains (losses) on investments, excluding impairment losses in the consolidated statements of operations. The impairment related to all other factors (non-credit factors) is reported in other comprehensive income (loss). The allowance is adjusted for any additional credit losses and subsequent recoveries. Upon recognizing a credit loss, the cost basis is not adjusted. The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, focusing on those below investment grade, with emphasis on securities downgraded below investment grade. The credit loss is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed income security. The net present value is calculated by discounting the Company's best estimate of projected future cash flows at the appropriate effective interest rate. Additionally, the Company may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost. Equity securities are recorded at fair value, with unrealized net gains or losses reflected as a component of net unrealized gains (losses) on equity securities and limited partnership investments within the consolidated statements of operations. Realized gains and losses on disposals of equity securities are recorded on the trade date and included in net realized gains (losses) on investments, excluding impairment losses. The Company reports investment income due and accrued separately from available-for-sale fixed income securities and has elected not to measure an allowance for credit losses for investment income due and accrued. Investment income due and accrued is written off through net realized gains (losses) on investments, excluding impairment losses at the time the issuer defaults or is expected to default on payments.

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The following tables present the estimated effects on the fair value of financial instruments at December 31, 2020 and 2019 due to an instantaneous increase in yield rates of 100 basis points and a 10% decline in the S&P 500 Index and the S&P BSE 500 Index (dollars in thousands). <img src='content_image/1045872.jpg'>

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## ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA YEAR ENDED DECEMBER 31, 2020 PROTECTIVE INSURANCE CORPORATION CARMEL, INDIANA

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## Valuation of Incurred but Not Reported Loss and Loss Expense Reserves Description of the Matter As of December 31, 2020, the liability for incurred but not reported loss and loss expense reserves, net of reinsurance (“IBNR”), represented a significant portion of the loss and loss expense reserve, net of reinsurance. As discussed in Note A and Note C to the consolidated financial statements, the carrying amount of the loss and loss expense reserve, net of reinsurance, is management’s best estimate of the ultimate liability for indemnity costs and related adjustment expense necessary to investigate and settle claims and is based upon individual case estimates for reported claims and actuarial estimates for IBNR. The estimate for IBNR is determined based on evaluations of individual reported claims and by actuarial estimation processes considering historical experience, relevant economic information, and available industry statistics. The IBNR estimate is driven by management’s expected loss ratio assumption, which is comprised of various factors, including historical payment patterns and expected future trends in claim severity and frequency. Auditing management’s best estimate of IBNR was complex and required the involvement of our actuarial specialists due to the significant measurement uncertainty associated with the estimation and high degree of subjectivity in management’s determination of the expected loss ratio assumption. Management’s expected loss ratio assumption has a significant effect on the valuation of IBNR. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the process for estimating IBNR. These audit procedures included, among others, testing management’s review and approval controls over the expected loss ratio assumption for estimating IBNR. With the assistance of actuarial specialists, our audit procedures included, among others, an evaluation of the Company’s expected loss ratio assumption, which included a comparison of historical payment patterns, expected future trends in claim severity and frequency, and consideration of relevant economic information and other industry factors to our prior year analysis and actual current year loss activity. To evaluate the expected loss ratio assumption, we developed an independent range of reasonable reserve estimates that we compared to management’s best estimate of IBNR. We also analyzed year-to-year movements within our independently developed range. Additionally, we performed a review of the development of prior years’ reserve estimates. ## Personnel Staffing Group Recoverable Allowance Description of the Matter As of December 31, 2020, the Company has a recoverable due from a single customer, Personnel Staffing Group, for $47.3 million related to claims that have been paid or will be paid on behalf of Personnel Staffing Group by the Company for which the Company has recorded a $16.5 million credit impairment allowance. As discussed above and in Note A and Note T to the consolidated financial statements, the allowance amount is management’s best estimate of the ultimate credit impairment for the recoverable based on the expected timing and amount of cash flows from Personnel Staffing Group. This estimate is particularly sensitive to the default and recovery in default assumptions which have a significant impact on the allowance. These assumptions involve significant uncertainty and management judgment. Auditing management’s best estimate of the Personnel Staffing Group recoverable allowance (the allowance) required the involvement of our valuation specialists due to the significant measurement uncertainty associated with management’s estimation. The uncertainty is primarily driven by the high degree of subjectivity in management’s determination of the default and recovery in default assumptions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the process for estimating the allowance. These audit procedures included, among others, testing management review and approval controls over the assumptions for estimating the allowance. With the assistance of our valuation specialists, our audit procedures included, among others, reviewing contract terms between Personnel Staffing Group and the Company, reading minutes of the meetings of the committees of the board of directors, reading summaries of the lawsuits with Personnel Staffing Group, reviewing legal letters pertinent to the matter, reviewing historical bankruptcy data from similar entities within the industry, and evaluating the Company’s selection of methods used to estimate the allowance compared with those methods used in the industry for similar types of analyses. To evaluate the significant assumptions used by management, we compared the significant assumptions to industry data for entities with similar characteristics to Personnel Staffing Group and financial data specific to Personnel Staffing Group. With the assistance of the valuation specialists, we developed an independent range of reasonable allowance estimates that we compared to management’s best estimate. We have served as the Company’s auditor since 1970. /s/ ERNST & YOUNG LLP Indianapolis, Indiana March 11, 2021

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Recognition of Revenue and Costs: Premiums are earned over the period for which insurance protection is provided. A reserve for unearned premiums is established to reflect amounts applicable to subsequent accounting periods. Commissions to unaffiliated companies and premium taxes applicable to unearned premiums are deferred and expensed as the related premiums are earned. The Company does not defer acquisition costs that are not directly variable with the production of premiums. If it is determined that expected losses and deferred expenses will likely exceed the related unearned premiums, the asset representing deferred policy acquisition costs is reduced and an expense is charged against current operations to reflect any such premium deficiency. In the event that the expected premium deficiency exceeds deferred policy acquisition costs, an additional liability would be recorded with a corresponding expense to current operations for the amount of the excess premium deficiency. Anticipated investment income is considered in determining recoverability of deferred acquisition costs. The Company had no material contract assets, contract liabilities, or deferred contract costs recorded on its consolidated balance sheet at December 31, 2020. Reinsurance : Reinsurance premiums, commissions, expense reimbursements and reserves related to the Company's reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums ceded to other insurers have been reported as a reduction of premiums earned. Amounts applicable to reinsurance ceded for unearned premiums and claim loss reserves have been reported as reinsurance recoverable assets. Certain reinsurance contracts provide for additional or return premiums and commissions based upon profits or losses to the reinsurer over prescribed periods. Estimates of additional or return premiums and commissions are adjusted quarterly to recognize actual loss experience to date, as well as projected loss experience applicable to the various contract periods. Estimates of reinstatement premiums on reinsurance contracts covering catastrophic events are, to the extent reasonably determinable, recorded concurrently with the related loss. Should impairment in the ability of a reinsurer to satisfy its obligations to the Company be determined to exist, current year operations would be charged in amounts sufficient to provide for the Company's additional liability. Such charges, when incurred, are included in other operating expenses, rather than losses and loss expenses incurred, because the inability of the Company to collect from reinsurers is a credit risk rather than a deficiency associated with the loss reserving process. Deferred Taxes: Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement and tax return bases of assets and liabilities based on enacted tax rates and laws. The deferred tax benefits of the deferred tax assets are recognized to the extent realization of such benefits is more likely than not. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred income tax expense or benefit generally represents the net change in deferred income tax assets and liabilities during the year. Current income tax expense represents the tax liability associated with revenues and expenses currently taxable or deductible on various income tax returns for the year reported. Restricted Stock: Shares of restricted stock vest over the vesting period from the date of grant and certain shares of restricted stock are accelerated for retirement-eligible recipients in accordance with the non-substantive, post-grant date vesting clause of Accounting Standards Codification ("ASC") Topic 715, Compensation—Retirement Benefits. Restricted stock is valued based on the closing price of the Company's Class B Common Stock on the day the award is granted. Earnings (Loss) Per Share: Diluted earnings (loss) per share of common stock are based on the average number of shares of Class A and Class B Common Stock outstanding during the year, adjusted for the dilutive effect, if any, of restricted stock awards outstanding. Basic earnings (loss) per share are presented exclusive of the effect of share-based awards outstanding. Comprehensive Income (Loss): The Company records accumulated other comprehensive income (loss) from unrealized gains and losses on available-for-sale securities and from foreign exchange adjustments as a separate component of shareholders' equity. A reclassification adjustment to other comprehensive income (loss) is made for gains or losses during the period included in net income (loss). Fair Value Measurements: The Company provides disclosures related to recurring and non-recurring fair value measurements with separate disclosures for the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements, along with an explanation for the transfers. Additionally, separate disclosures are provided for purchases, sales, issuances and settlements on a gross basis for Level 3 fair value measurements as well as additional clarification for both the level of disaggregation reported for each class of assets or liabilities and disclosures of inputs and valuation techniques used to measure fair value for both recurring and non-recurring fair value measurements for assets and liabilities categorized as Level 2 or Level 3. Insurance Company-Owned Life Insurance: Included within other assets on the consolidated balance sheets at December 31, 2020 and 2019 was $11,458 and $11,049 of company-owned life insurance. The carrying value of the company-owned life insurance policies represents the cash surrender value as reported by the respective insurer, which approximates fair value.

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Recently Adopted Accounting Pronouncements: In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01. The amendments in ASU 2016-01 changed the accounting for non-consolidated equity investments that are not accounted for under the equity method of accounting by requiring changes in fair value to be recognized in income. Previously, the Company's equity securities were classified as available-for-sale and changes in fair value were recognized in accumulated other comprehensive income (loss) as a component of shareholders' equity. The Company adopted ASU 2016-01 as of January 1, 2018 using the modified retrospective approach and recorded a cumulative-effect adjustment to reclassify unrealized gains on equity securities of $71,012 ($46,157, net of tax) from other comprehensive income (loss) to retained earnings within the consolidated balance sheet as of December 31, 2018. Unrealized gains or losses on equity securities are now recognized in the consolidated statements of operations within net unrealized gains (losses) on equity securities and limited partnership investments. In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), or ASU 2016-02. ASU 2016-02 superseded the prior lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees are required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees are required to recognize a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The guidance provided for a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, or ASU 2018-11, which provided adopters an additional transition method by allowing entities to initially apply ASU 2016-02, and subsequent related standards, at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the new guidance on January 1, 2019 utilizing the transition method allowed per ASU 2018-11, and accordingly, comparative period financial information was not adjusted for the effects of the new guidance. No cumulative-effect adjustment was required to the opening balance of retained earnings on the adoption date. The Company's adoption of the new standard did not have any impact on the Company's consolidated statements of operations or cash flows. As of December 31, 2020 the Company had a right-of-use asset and a lease liability recorded within the consolidated balance sheet, each of approximately $120, which are included within other assets and accounts payable and other liabilities. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements. This update provided clarification, corrected errors in and made minor improvements to various ASC topics. Many of the amendments in this update had transition guidance with effective dates for annual periods beginning after December 15, 2018, and some amendments in this update did not require transition guidance and were effective upon issuance of this update. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. ASU 2016-13 introduced a current expected credit loss (CECL) model for measuring expected credit losses for certain types of financial instruments held at the reporting date requiring significant judgment in application based on historical experience, current conditions and reasonable supportable forecasts, but is not prescriptive about certain aspects of estimating expected losses. The guidance replaced the current incurred loss model for measuring expected credit losses and provided for additional disclosure requirements. Subsequently, the FASB issued additional ASUs on Topic 326 that did not change the core principle of the guidance in ASU 2016-13, but provided clarification and implementation guidance on certain aspects of ASU 2016-13, and have the same effective date and transition requirements as ASU 2016-13. The Company adopted the guidance using a modified retrospective approach as of January 1, 2020 and recognized an pre-tax cumulative effect adjustment of $15,545 ($12,281, net of tax), to the opening balance of retained earnings. The adjustment was primarily related to estimating credit losses on the Company’s accounts receivable balances, reinsurance recoverable balances and commercial mortgage loans at the date of adoption with $15,000 ($11,850, net of tax) attributed to the ongoing litigation with Personnel Staffing Group ("PSG") discussed in Note T - Litigation, Commitments and Contingencies. The updated guidance in ASU 2016-13 also amended the previous other-than-temporary impairment (“OTTI”) model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The Company adopted the guidance related to available-for-sale fixed income securities on January 1, 2020 using a prospective transition approach for available-for-sale fixed income securities that were purchased with credit deterioration or had recognized an OTTI write-down prior to the effective date. The effect of the prospective transition approach was to maintain the same amortized cost basis before and after the effective date.

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## Professional Liability Reinsurance Assumed (in runoff) <img src='content_image/1030853.jpg'> <img src='content_image/1030855.jpg'>

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<img src='content_image/1034334.jpg'> (1) The majority of physical damage claims settle within a two-year period. The triangles above have been abbreviated to reflect the short-tail nature of this business.

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The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated balance sheet at December 31, 2020 and 2019 is as follows. <img src='content_image/1047454.jpg'> The following is supplementary information about average historical claims duration as of December 31, 2020: ## Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (Supplementary Information and Unaudited) <img src='content_image/1047455.jpg'> ## Reserve methodologies for incurred but not reported losses The Company uses both standard actuarial techniques common to most insurance companies as well as proprietary techniques developed by the Company in connection with its specialty business products. For its short-tail lines of business, the Company uses predominantly the incurred or paid loss development factor methods. The Company has found that the use of accident quarter loss development triangles, rather than those based upon accident year, are most responsive to claim settlement trends and fluctuations in premium exposure for its short-tail lines. A minimum of 12 running accident quarters is used to project the reserve necessary for incurred but not reported losses for its short-tail lines. The Company also uses the loss development factor approach for its long-tail lines of business, including workers' compensation. A minimum of 15 accident years is included in the loss development triangles used to calculate link ratios and the selected loss development factors used to determine the reserves for incurred but not reported losses. Significant emphasis is placed on the use of tail factors for the Company's long-tail lines of business.

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The reconciliation above shows the Company's estimate of net losses on 2019 and prior accident years is approximately $0.3 million lower at December 31, 2020 than was provided in loss reserves at December 31, 2019 (referred to as a "reserve savings"). This compares to a reserve savings of $0.6 million on prior accident years in 2019 and a $16.8 million reserve deficiency reported in 2018 related to prior accident years. The following table is a summary of the 2020 calendar year reserve savings by accident year (dollars in thousands): <img src='content_image/1026937.jpg'> (1) Consists of development on cases known at December 31, 2019, losses reported which were previously unknown at December 31, 2019 (incurred but not reported), unallocated loss expense paid related to accident years 2019 and prior and changes in the reserves for incurred but not reported losses and loss expenses. The savings shown in accident year 2019 in the table above reflects favorable loss development in short-tail lines of business, such as physical damage and occupational accident. The deficiency shown in accident year 2018 represents deficiencies in the Company's commercial automobile business, specifically excess automobile and public transportation lines of business. The Company took and continues to take action in all accident years to reflect new trends in loss development for commercial automobile products that have emerged over the last several years. These actions include case reserving reviews, as well as continued actuarial product reviews, and resulted in the small reserve strengthening noted in accident years 2018 and prior. Bulk loss reserves are established to provide for potential future adverse development on cases known to the Company and for cases unknown at the reserve date. Changes in the reserves for incurred but not reported losses and loss expenses occur based upon information received on known and newly reported cases during the current year and the effect of that development on the application of standard actuarial methods used by the Company. The Company continues to incorporate more recent loss development data into its loss reserving formulae; however, the dynamic nature of losses associated with the commercial automobile business, as well as the timing of settlement of large claims, increases the likelihood of variability in loss developments from period to period. While the Company's basic assumptions have remained consistent, the Company continues to update loss data to reflect changing trends, which can be expected to result in fluctuations in loss developments over time. Management's goal is to produce an overall estimate of reserves which is sufficient and as close to expected ultimate losses as possible. The Company constantly monitors changes in trends related to the number of claims incurred relative to correlative variances with premium volume, average settlement amounts, number of claims outstanding at period ends and the average value per claim outstanding and adjusts actuarial assumptions as necessary to accommodate observed trends.

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## Note M – Acquisition and Related Goodwill and Intangibles On October 31, 2008, the Company purchased a commercial lines specialty insurance agency for a cash purchase price of $3,500. As part of the purchase, the Company recorded goodwill of $3,152 and intangible assets of $179. Accumulated amortization of intangible assets was $179 as of both December 31, 2020 and 2019. During the fourth quarter of 2018, the Company conducted its annual impairment review. Based on the results of that review, the Company concluded that its entire goodwill balance was impaired, resulting in an impairment loss of $3,152. The Company utilized a market approach, which considered revenue and earnings multiples of its own and comparable company information. In the analysis, the Company considered the significant decline in its stock price and the decline in overall financial performance during 2018, particularly in more recent periods, as well as the downgrade to its A.M. Best Company, Inc. rating in late 2018. ## Note N – Fair Value Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis: As of December 31, 2020: <img src='content_image/1029762.jpg'>

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Limited partnerships: The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to carry the investment at its proportionate share of the limited partnership's equity. The underlying assets of the Company's investments in limited partnerships are carried primarily at fair value; therefore, the Company's carrying value of limited partnerships approximates fair value. As these investments are not actively traded and the corresponding inputs are based on data provided by the investees, they are classified as Level 3. Commercial mortgage loans: Commercial mortgage loans are carried primarily at amortized cost along with a valuation allowance for losses when necessary. These investments represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. The fair value of the Company’s investment in these commercial mortgage loans is based on expected future cash flows discounted at the current interest rate for origination of similar quality loans, adjusted for specific loan risk. These investments are classified as Level 3. Short-term borrowings: The fair value of the Company's short-term borrowings is based on quoted market prices for the same or similar debt, or, if no quoted market prices are available, on the current market interest rates available to the Company for debt of similar terms and remaining maturities. A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company's consolidated balance sheets at December 31, 2020 and 2019 is as follows: <img src='content_image/1052964.jpg'> ## Note O - Quarterly Results of Operations (Unaudited) Quarterly results of operations are as follows: <img src='content_image/1052963.jpg'>

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## Note T - Litigation, Commitments and Contingencies In the ordinary, regular and routine course of their business, the Company and its Insurance Subsidiaries are frequently involved in various matters of litigation relating principally to claims for insurance coverage provided. No currently pending matter is deemed by management to be material to the Company, other than as noted below. ## Personnel Staffing Group Litigation In July 2019, Protective Insurance Company (“Protective”) was named as a defendant in an action brought by a former insured, Personnel Staffing Group d/b/a MVP Staffing (“PSG”), in the U.S. District Court for the Central District of California (the “California Action”) alleging that Protective had breached its workers’ compensation insurance policy and had breached the duties of good faith and fair dealing. Protective provided workers’ compensation insurance to PSG from January 1, 2017 through June 30, 2018, which was subject to a $500 per claim deductible to be paid by PSG. No specific damages were included in the complaint. In August 2019, Protective filed a motion to dismiss or stay the action. On April 28, 2020, Protective's motion to dismiss the California Action was granted without prejudice on grounds that Indiana is the more appropriate forum. On May 4, 2020, PSG filed a notice of appeal in the 9$^{th}$ Circuit Court of Appeals, challenging the order of dismissal in the California Action. In August 2019, Protective filed a lawsuit against PSG in Marion County Superior Court, in Indianapolis, Indiana (the “Indiana Court”) alleging breach of contract, breach of the parties' collateral agreement, breach of the parties' indemnity agreement, and seeking a declaratory judgment regarding PSG’s obligation to fund its ongoing claim deductible obligations and adequately collateralize Protective’s current and ongoing claims exposure pursuant to terms of the parties' agreements (the “Indiana Action”). In October 2019, Protective amended the complaint to include allegations of misrepresentation as to source of coverage, negligent misrepresentation, fraud and racketeering and seeking injunctive relief. In November 2019, PSG filed a motion to dismiss the Indiana Action on the basis of comity with the California Action, claiming that California was the proper forum for Protective’s claims. In February 2020, the Indiana Court issued an order dismissing the Indiana Action without prejudice; the Indiana Court declined to rule on the legal effect of the forum selection clause in the parties’ agreements, finding that any interpretation should be addressed by the court in the California Action. Following the court's granting of Protective’s motion to dismiss in the California Action, on May 1, 2020, Protective filed a motion with the Indiana Court to re-open the Indiana Action, which was denied on September 23, 2020. On December 22, 2020, Protective moved for reconsideration of its Motion to Re-Open the Indiana Action, which the Indiana Court granted on February 5, 2021. On February 18, 2021, PSG moved for further reconsideration and for hearing, which was held on March 2, 2021. The Indiana court has taken the matter under advisement. Protective intends to vigorously pursue its claims against PSG, however, the ultimate outcome cannot be presently determined. Pursuant to the terms of the workers’ compensation policies, Protective has a duty to adjust and pay claims arising under the policies regardless of whether PSG makes payments to Protective for deductible obligations under the policies. Under its contractual obligations to Protective, PSG is required to maintain a “loss fund” for the payment of claims, the balance of which is to remain at or above $4,000; in addition, PSG is required to provide collateral in an amount equal to 110% of Protective’s current open case reserves on workers’ compensation claims arising under the policies. As of December 31, 2020, Protective had approximately $21,780 in receivables on claims arising under PSG’s workers’ compensation policies and had exhausted all collateral provided by PSG. Protective continues to pay claims settlements under the policies without reimbursement from PSG. For the past six months, the average monthly invoices have been approximately $740. PSG’s estimated ultimate obligation under the agreements is approximately $47,000 as of December 31, 2020 (inclusive of the $21,780 in receivables noted above). At December 31, 2020, based on the Company's assessment that PSG will continue to operate as a business and that the terms of the agreement with PSG will be legally enforceable, the Company believes that it will fully collect all current and future amounts due from PSG relating to this matter. The Company included this matter in its assessment of the impact of adopting ASU 2016-13, the new guidance for measuring CECL, which is discussed in Note A. A probability-of- default methodology was applied to projected estimated cash flows to estimate the allowance for expected credit losses for this matter. The Company considered the delay in reimbursement for claims paid as well as probability of default assumptions when analyzing the credit loss related to this matter. As of January 1, 2020, in conjunction with the adoption of ASU 2016-13, the Company recorded an allowance for expected credit losses of $15,000 ($11,850, net of tax) as a reduction to equity. During the third quarter of 2020, the Company performed an update to its CECL allowance calculation related to the PSG matter. As noted above, there have been further delays in the litigation process, which have extended the estimated cash flow timing. As a result of these delays and an increase in the estimated ultimate obligation, the Company recorded an additional allowance of $1,500 ($1,185, net of tax) within other operating expenses in the condensed consolidated statement of operations in the third quarter of 2020. No additional allowance was recorded in the fourth quarter of 2020. In the event of a situation that results in no recovery from PSG, the Company would incur an estimated charge to the consolidated statement of operations of $30,500 ($24,095, net of tax), which represents the estimated ultimate obligation discussed above less the CECL allowance.

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To the Shareholders and the Board of Directors of Protective Insurance Corporation ## Opinion on Internal Control over Financial Reporting ## Report of Independent Registered Public Accounting Firm We have audited Protective Insurance Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Protective Insurance Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Protective Insurance Corporation and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated March 11, 2021 expressed an unqualified opinion thereon. ## Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ## 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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. /s/ ERNST & YOUNG LLP Indianapolis, Indiana March 11, 2021

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## PROTECTIVE INSURANCE CORPORATION AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS - PARENT COMPANY ONLY (in thousands) <img src='content_image/1031234.jpg'>

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## PROTECTIVE INSURANCE CORPORATION AND SUBSIDIARIES VALUATION ALLOWANCES AND QUALIFYING ACCOUNTS (in thousands) <img src='content_image/1035103.jpg'> (1) Effective January 1, 2020 the Company adopted the measurement of credit losses on financial instruments accounting standard that primarily affected its accounts receivable, reinsurance recoverable and commercial mortgage loans balances. After consideration of existing valuation allowances maintained prior to adopting the new guidance, the Company increased its valuation allowance for credit losses at January 1, 2020 to conform to the new requirements. (2) In conjunction with the adoption of the credit losses accounting standard, the Company recorded an allowance for expected credit losses of $16,500 related to the PSG litigation matter. See Note T – Litigation, Commitments and Contingencies for further discussion.

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ (State or Other Jurisdiction of Incorporation or Organization) Securities registered pursuant to Section 12(b) of the Act: 111 Congressional Boulevard, Carmel, Indiana (Address of Principal Executive Offices) Indiana Registrant's telephone number, including area code: (317) 636-9800 # UNITED STATES SECURITIES AND EXCHANGE COMMISSION # For the Fiscal Year Ended December 31, 2019 For the transition period from ______ to ______ # PROTECTIVE INSURANCE CORPORATION (Exact Name of Registrant as Specified in Its Charter) Commission file number: 0-5534 <img src='content_image/1033486.jpg'> Washington, D.C. 20549 # FORM 10-K OR (I.R.S. Employer Identification No.) 35-0160330 46032 (Zip Code) <img src='content_image/1033503.jpg'> 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 ☒ 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 ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Non-accelerated filer ☐ Accelerated filer ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of Class A and Class B Common Stock held by non-affiliates of the Registrant as of June 28, 2019, based on the closing trade prices on that date, was approximately $175,668,000. The number of shares outstanding of each of the issuer's classes of common stock as of March 1, 2020:

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## Non-GAAP Measures We believe investors’ understanding of our performance is enhanced by our disclosure of underwriting income (loss), which is a measure that is not calculated in accordance with GAAP. Underwriting income (loss) represents the pre-tax profitability of our insurance operations and is derived by subtracting net realized and unrealized gains (losses) on investments and net investment income from income (loss) before federal income tax expense (benefit). For 2018, we also had a goodwill impairment charge, which was excluded from the calculation of 2018 underwriting income (loss). We use underwriting income (loss) as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our results of operations, our underlying business performance and our ongoing operating trends. Underwriting income (loss) should not be viewed as a substitute for income (loss) before federal income tax expense (benefit) calculated in accordance with GAAP, and other companies may define underwriting income (loss) differently. The ratio of consolidated other operating expenses, less commissions and other income, to net premiums earned, or our expense ratio, and the ratio of losses and loss expenses incurred, plus other operating expenses, less commissions and other income, to net premiums earned, or our combined ratio, are measures of our profitability that we believe increase the period-to-period comparability of our operational results. For 2018, the goodwill impairment charge was excluded from other operating expenses when calculating our expense ratio and our combined ratio, as these ratios are intended to depict our underlying business performance and ongoing operating trends. Our management uses these ratios to evaluate performance, allocate resources and forecast future operating periods. While expense ratios and combined ratios are widely used within our industry, our use of such ratios may not be directly comparable to similarly titled measures reported by other companies. <img src='content_image/1056980.jpg'>

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## 2019 Compared to 2018 <img src='content_image/1041285.jpg'> Gross premiums written for 2019 decreased $7.6 million (1.3%) due to the non-renewal of unprofitable business during the year, while net premiums earned increased $14.4 million (3.3%), as compared to 2018. The higher net premiums earned in 2019 were primarily the result of lower premiums ceded when compared to 2018, as discussed below. The difference in the percentage change for premiums written compared to earned was reflective of the normal differences in the financial statement recognition of earned premiums compared to written, as well as differences in reinsurance ceding rates on the mix of business in-force. Premiums ceded to reinsurers on our insurance business averaged 21.3% of gross premiums written for 2019 compared to 23.7% for 2018. During 2018, we had reserve strengthening that resulted in ceding an additional $17.3 million in premium from prior treaty years related to the variable premium adjustment provisions in our historical reinsurance treaties. In comparison the 2019 period reflected the ceding of only an additional $1.6 million in commercial automobile premium from prior treaty years related to variable premium adjustment provisions in our historical reinsurance treaties. This was partially offset by higher gross premiums written in workers' compensation coverages, which carry a higher reinsurance ceding rate in 2019 compared to 2018. Losses and loss expenses incurred during 2019 increased $2.6 million (0.8%) to $348.5 million compared to $345.9 million in 2018, while the loss ratio decreased to 77.9% for 2019 compared to 79.9% for 2018. The loss ratio is calculated as the percentage of losses and loss expenses incurred to net premiums earned. The increased losses and loss expenses incurred reflected an increase in current accident year losses driven by continued emergence of severity. This current accident year development was partially offset by prior accident year net savings of $0.6 million that developed during 2019, primarily due to favorable loss development in workers' compensation coverages. Including the impact of the additional $1.6 million of ceded premium discussed above, total prior accident years had an unfavorable impact of $1.0 million in 2019. Losses and loss expenses for 2018 reflected reserve adjustments of $16.8 million related to unfavorable prior accident year loss development in commercial automobile coverages. Including the impact of the additional $17.3 million of ceded premium discussed above, total prior accident years had an unfavorable impact of $34.1 million in 2018. Commercial automobile products covered by our reinsurance treaties from July 2013 through June 2019 are subject to an unlimited aggregate stop-loss provision. Currently each of these treaty years is reserved at or above the attachment level of these treaties. For every $100 of additional loss, we are only responsible for our $25 retention. The following table illustrates the benefit of these reinsurance treaties based on select theoretical scenarios. For these theoretical scenarios, the net financial loss to the Company is approximately 25% of the gross loss. <img src='content_image/1041293.jpg'> Commercial automobile products covered by our reinsurance treaty from July 2019 through June 2020 are also subject to an unlimited aggregate stop-loss provision. Once the aggregate stop-loss level is reached, for every $100 of additional loss, we are responsible for our $65 retention. This increase in our retention compared to recent years, reflects the combination of 1) a decreased need for stop loss reinsurance protection resulting from a significant decrease in our commercial automobile subject limits profile, 2) a higher cost for this cover and 3) our confidence in profitability improvements given the limits reductions and rate increases on our commercial automobile products. Net investment income for 2019 increased 19.1% to $26.2 million compared to $22.0 million for 2018. The increase reflected an increase in average funds invested resulting from positive cash flow, as well as a reallocation from equity investments held in limited partnerships into short-duration, high-quality bonds.

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## Loss and Loss Expense Reserves The Company's reserves for losses and loss expenses ("reserves") are determined based on complex estimation processes using historical experience, current economic information and available industry statistics. The Company's claims range from routine "fender benders" to the highly complex and costly third-party bodily injury claims involving large tractor-trailer rigs. Reserving for each class of claims requires a set of assumptions based upon historical experience, knowledge of current industry trends and seasoned judgment. The high limits provided in many of the Company's policies provide for greater volatility in the reserving process for more serious claims. Court rulings, legislative actions and trends in jury awards also play a significant role in the estimation process of larger claims. The Company continuously reviews and evaluates loss developments subsequent to each measurement date and adjusts its reserve estimation assumptions, as necessary, in an effort to achieve the best possible estimate of the ultimate remaining loss costs at any point in time. Changes to previously established loss and loss expense reserve amounts are charged or credited to losses and loss expenses incurred in the accounting periods in which they are determined. See Note C, "Loss and Loss Expense Reserves," to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information relating to loss and loss expense reserve development. The Company's methods for determining loss and loss expense reserves are essentially identical for interim and annual reporting periods. A detailed analysis and discussion for each of the above basic reserve categories follows: ## Reserves for known losses (Case reserves) Each known claim, regardless of complexity, is handled by a claims adjuster experienced with claims of a similar nature, and a "case" reserve appropriate for the individual loss occurrence is established. For routine "short-tail" claims, such as physical damage, the Company records an initial reserve that is based upon historical loss settlements adjusted for current trends. As information regarding the loss occurrence is gathered in the claim handling process, the initial reserve is adjusted to reflect the anticipated ultimate cost to settle the claim. For more complex claims, which can tend toward being "long-tail" in nature, an experienced claims adjuster will review the facts and circumstances surrounding the loss occurrence to make a determination of the reserve to be established. Many of the more complex claims involve litigation and necessitate an evaluation of potential jury awards, in addition to the factual information, to determine the value of each claim. Each claim is frequently monitored and the recorded reserve is increased or decreased relative to information gathered during the settlement life cycle. ## Reserves for incurred but not reported losses The Company uses both standard actuarial techniques common to most insurance companies as well as proprietary techniques developed by the Company in connection with its specialty business products. For its short-tail lines of business, the Company uses predominantly the incurred or paid loss development factor methods. The Company has found that the use of accident quarter loss development triangles, rather than those based upon accident year, are most responsive to claim settlement trends and fluctuations in premium exposure for its short-tail lines. A minimum of 12 running accident quarters is used to project the reserve necessary for incurred but not reported ("IBNR") losses for its short-tail lines. The Company also uses the loss development factor approach for its long-tail lines of business. A minimum of 15 accident years is included in the loss development triangles used to calculate link ratios and the selected loss development factors used to determine the reserves for IBNR losses. A minimum of 20 accident years is used for long- tail workers' compensation reserve projections. Significant emphasis is placed on the use of tail factors for the Company's long-tail lines of business. For the Company's commercial automobile risks, which are covered by regularly changing reinsurance agreements and which contain wide-ranging self-insured retentions ("SIR"), traditional actuarial methods are supplemented by other methods, as described below, in consideration of the Company's exposures to loss. In situations where the Company's reinsurance structure, the insured's SIR selections, policy volume, and other factors are changing, current accident period loss exposures may not be homogenous enough with historical loss data to allow for reliable projection of future developed losses. Therefore, the Company supplements the above-described actuarial methods with loss ratio reserving techniques developed from the Company's proprietary databases to arrive at the reserve for IBNR losses for the calendar/accident period under review. As losses for a given calendar/accident period develop with the passage of time, management evaluates such development on a monthly and quarterly basis and adjusts reserve factors, as necessary, to reflect current judgment with regard to the anticipated ultimate incurred losses. This process continues until all losses are settled for each period subject to this method. ## Reserves for loss adjustment expenses While certain of the Company's products involve case basis reserving for allocated loss adjustment expenses, the majority of such reserves are determined on a bulk basis. The Company uses historical analysis of the ratios of allocated loss adjustment expenses paid to losses paid on closed claims to arrive at the expected ultimate incurred loss adjustment expense factors applicable to each affected product. Once developed, the factors are applied to the expected ultimate incurred losses, including IBNR, on all open claims. The resulting ultimate incurred allocated loss adjustment expense is then reduced by amounts paid to date on all open claims to arrive at the reserve for allocated loss adjustment expenses to be incurred in the future for the handling of specific claims.

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## Item 1. BUSINESS Protective Insurance Corporation (referred to herein as "Protective") was incorporated under the laws of the State of Indiana in 1930. Through its subsidiaries, Protective engages in marketing and underwriting property, liability and workers' compensation coverage for trucking and public transportation fleets, as well as coverage for trucking industry independent contractors. Protective’s principal subsidiaries are: 1. Protective Insurance Company (referred to herein as "Protective Insurance Co."), which is licensed by insurance authorities in all 50 states, the District of Columbia, all Canadian provinces and Puerto Rico; 2. Protective Specialty Insurance Company (referred to herein as "Protective Specialty"), which is currently approved for excess and surplus lines business by insurance authorities in 48 states and the District of Columbia and licensed in Indiana; 3. Sagamore Insurance Company (referred to herein as "Sagamore"), which is licensed by insurance authorities in 49 states and the District of Columbia and approved for excess and surplus lines business in one additional state; 4. B&L Brokerage Services, Inc. (referred to herein as "BLBS"), an Indiana-domiciled insurance broker licensed in all 50 states and the District of Columbia; and 5. B&L Insurance, Ltd. (referred to herein as "BLI"), which is domiciled and licensed in Bermuda. Protective Insurance Co., Protective Specialty, Sagamore and BLI are collectively referred to herein as the "Insurance Subsidiaries." The "Company", "we", "us" and "our", as used herein, refer to Protective and all of its subsidiaries unless the context clearly indicates otherwise. As is a common practice in the property and casualty insurance industry, the Insurance Subsidiaries share or "cede" portions of their gross premiums written with several non-affiliated reinsurers under excess of loss and quota share treaties covering predetermined groups of risks and by facultative (individual policy-by-policy) placements. Reinsurance is ceded to spread the risk of loss from individual claims or groups of claims among several reinsurers and is an integral part of the Company's business. In 2019, the Insurance Subsidiaries primarily served the commercial automobile market, although the Insurance Subsidiaries continue to support previously written policies in specialty markets for which the Company has discontinued writing business, and these operations are in run-off. The Company expects targeted growth to occur in its core business of commercial automobile and workers' compensation. The Company operates as one reportable property and casualty insurance segment based on how its operating results are regularly reviewed by its chief operating decision maker when making decisions about how resources are to be allocated to the segment and assessing its performance. ## Product Lines ## Commercial Automobile The Insurance Subsidiaries provide coverage for larger companies in the motor carrier industry that retain substantial amounts of self-insurance, for independent contractors utilized by trucking companies, for medium-sized and small trucking companies on a first- dollar or deductible basis, and for public livery concerns, principally covering fleets of commercial buses. This group of products is collectively referred to as commercial automobile. Large fleet trucking products are marketed both directly to commercial automobile clients and also through relationships with non-affiliated brokers and specialized agents. Products for small and intermediate fleets and independent contractors are marketed through relationships with non-affiliated brokers and specialized agents. In some cases, the Insurance Subsidiaries will provide customized product offerings to specific markets through partnerships with brokers or program administrators. In most cases, the Company's commercial automobile policies are written on an "occurrence" basis. This means that the Company may be liable for claims that occurred when its policy was in place with an insured, regardless of when those claims are reported to the Company, and it may take months or even years for claims to be reported to the Company. The principal types of commercial automobile insurance marketed by the Insurance Subsidiaries are: ● Commercial motor vehicle liability, physical damage and general liability insurance; ● Workers' compensation insurance; ● Specialized accident (medical and indemnity) insurance for independent contractors in the trucking industry; ● Non-trucking motor vehicle liability insurance for independent contractors; ● Fidelity and surety bonds; and ● Inland marine insurance consisting principally of cargo insurance.

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## Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company operates within the property and casualty insurance industry and, accordingly, has significant invested assets that are exposed to various market risks. These market risks relate to interest rate fluctuations, credit risks, equity security market prices and, to a lesser extent, foreign currency rate fluctuations. All of the Company's invested assets, with the exception of investments in limited partnerships and equity securities, are classified as available-for- sale. Based on the structure of the Company's investment portfolio, one of the most significant of the four identified market risks relates to prices in the equity securities markets. Although not the largest category of the Company's invested assets, equity securities and limited partnerships, which are predominately invested in equities, have a high potential for short-term price fluctuation. The market value of the Company's equity and limited partnerships positions at December 31, 2019 was $100.1 million, or approximately: ● 10% of the Company's consolidated investment portfolio of $968.2 million; and ● 27% of the Company's shareholders' equity of $364.3 million. Funds invested in the equities markets are not considered to be assets necessary for the Company to conduct its daily operations and, therefore, can be committed for extended periods of time. The long-term nature of the Company's equity investments allows it to invest in positions where ultimate value, and not short-term market fluctuations, is the primary focus. Reference is made to the discussion of limited partnership investments in " Critical Accounting Policies " in Part II, Item 7, " Management's Discussion and Analysis of Financial Condition and Results of Operations ," of this Annual Report on Form 10-K. All of the market risks attendant to equity securities also apply to the underlying assets in these limited partnerships, and to a greater degree because of the generally more aggressive investment philosophies utilized by the limited partnerships. In addition, these investments are illiquid. There is no primary or secondary market on which these limited partnerships trade and, in most cases, the Company is prohibited from disposing of its limited partnership interests for some period of time and must seek approval from the general partner for any such disposal. Distributions of earnings from these limited partnerships are largely at the sole discretion of the general partners, and distributions are generally not received by the Company for many years after the earnings have been reported. Finally, through the application of the equity method of accounting, the Company's share of net income reported by the limited partnerships often includes significant amounts of unrealized appreciation on the underlying investments. The Company's fixed income portfolio totaled $795.5 million at December 31, 2019. Approximately 31% of this portfolio is made up of U.S. Government and municipal debt securities, and the average contractual maturity of the Company's fixed income investments is approximately 6.9 years with an average modified duration of approximately 2.6 years. Although the Company is exposed to interest rate risk on its fixed income investments, given the anticipated duration of the Company's liabilities (principally insurance loss and loss expense reserves) relative to investment maturities, even a 100 to 200 basis point increase in interest rates would not have a material impact on the Company's ability to conduct daily operations or to meet its obligations and would, in fact, result in higher investment income in a relatively short period of time, as short-term investments and maturing bonds could be reinvested in the higher yielding securities. There is an inverse relationship between interest rate fluctuations and the fair value of the Company's fixed income investments. Additionally, the fair value of interest rate sensitive instruments may be affected by the financial strength of the issuer, prepayment options, relative values of alternative investments, liquidity of the investment, currency fluctuations for non-U.S. debt holdings and other general market conditions. The Company monitors its sensitivity to interest rate risk by measuring the change in fair value of its fixed income investments relative to hypothetical changes in interest rates. The following tables present the estimated effects on the fair value of financial instruments at December 31, 2019 and 2018 that would result from an instantaneous change in yield rates of varying magnitudes on a static balance sheet to determine the effect such a change in rates would have on current fair value. The analysis presents the sensitivity of the fair value of the Company's financial instruments to selected changes in market rates and prices. The range of rates chosen reflects the Company's view of changes that the Company believes are reasonably possible over a one-year period. The Company's selection of the range of values chosen to represent changes in interest rates should not be construed as the Company's prediction of future market events, but rather, as an illustration of the impact of such events, should they occur. The equity portfolio was compared to the S&P 500 Index due to its correlation with the vast majority of the Company's current equity portfolio. The limited partnership portfolio was compared to the S&P 500 Index and the S&P BSE 500 Index due to their significant correlation with the vast majority of the Company's limited partnership portfolio. As previously indicated, several other factors can impact the fair values of fixed income investments and, therefore, significant variations in market interest rates could produce quite different results from the hypothetical estimates presented below.

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## ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ## ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER 31, 2019 PROTECTIVE INSURANCE CORPORATION CARMEL, INDIANA

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## Notes to Consolidated Financial Statements Protective Insurance Corporation and Subsidiaries (All dollars amounts presented in these notes are in thousands, except share and per share data) ## Note A - Summary of Significant Accounting Policies Description of Business: Protective Insurance Corporation (the "Company"), based in Carmel, Indiana, is a property- casualty insurer specializing in marketing and underwriting property, liability and workers' compensation coverage for trucking and public transportation fleets, as well as coverage for trucking industry independent contractors. The Company offers a range of products and services, the most significant being commercial automobile and workers' compensation insurance products. The Company operates as one reportable property and casualty insurance segment based on how its operating results are regularly reviewed by its chief operating decision maker when making decisions about how resources are allocated and assessing performance. The term “Insurance Subsidiaries,” as used throughout this Annual Report on Form 10-K, refers to Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company and B&L Insurance, Ltd. Effective August 1, 2018, the Company changed its name to Protective Insurance Corporation to better align its holding company's and Insurance Subsidiaries' identities and to reflect its position within the insurance industry. Basis of Presentation: The consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. Inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates: Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results will differ from those estimates. Cash and Cash Equivalents: The Company considers investments in money market funds to be cash equivalents. Carrying amounts for these instruments approximate their fair values. Investments : Carrying amounts for fixed income securities represent fair value and are based on quoted market prices, where available, or broker/dealer quotes for specific securities where quoted market prices are not available. Equity securities are carried at quoted market prices (fair value). Commercial mortgage loans are carried primarily at amortized cost along with a valuation allowance for losses when necessary. These investments represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. There was no valuation allowance on the Company's commercial mortgage loans as of December 31, 2019. The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to record its proportionate share of the limited partnership's net income. To the extent the limited partnerships include both realized and unrealized investment gains or losses in the determination of net income or loss, then the Company would also recognize, through its consolidated statements of operations, its proportionate share of the investee's unrealized, as well as realized, investment gains or losses within net unrealized gains (losses) on equity securities and limited partnership investments. Short-term and other investments are carried at cost, which approximates their fair values. Fixed income securities are considered to be available-for-sale. The related unrealized net gains or losses (net of applicable tax effects) on fixed income securities are reflected directly in shareholders' equity. Included within available-for-sale fixed income securities are convertible debt securities. A portion of the changes in the fair values of convertible debt securities is reflected as a component of net realized gains (losses) on investments, excluding impairment losses within the consolidated statements of operations. Realized gains and losses on disposals of fixed income securities are recorded on the trade date. Realized gains and losses on fixed income securities are determined by the specific identification of the cost of investments sold and are included in net realized gains (losses) on investments, excluding impairment losses. Effective January 1, 2018, the Company adopted new accounting guidance that requires equity securities to be recorded at fair value, with unrealized net gains or losses reflected as a component of net unrealized gains (losses) on equity securities and limited partnership investments within the consolidated statements of operations. Realized gains and losses on disposals of equity securities are recorded on the trade date and included in net realized gains (losses) on investments, excluding impairment losses. Prior to adoption of the new accounting guidance, unrealized gains and losses related to equity securities were reflected directly in shareholders’ equity unless a decline in value was determined to be other-than-temporary, in which case the loss was charged to income. In accordance with the Financial Accounting Standards Board's ("FASB") other-than-temporary impairment guidance, if a fixed income security is in an unrealized loss position and the Company has the intent to sell the fixed income security, or it is more likely than not that the Company will have to sell the fixed income security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to other-than- temporary impairment losses on investments in the consolidated statements of operations. For impaired fixed income securities that the Company does not intend to sell or in cases where it is more likely than not that the Company will not have to sell such securities, but the Company expects that it will not fully recover the amortized cost basis, the credit component of the other-than-temporary impairment is recognized in other-than-temporary impairment losses on

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The credit component of an other-than-temporary impairment is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed income security. The net present value is calculated by discounting the Company's best estimate of projected future cash flows at the appropriate effective interest rate. Property and Equipment: Property and equipment are carried at cost, less accumulated depreciation. Depreciation is computed principally by the straight-line method. Goodwill and Other Intangible Assets: In the fourth quarter of 2018, the Company concluded the entire goodwill balance was impaired, resulting in an impairment loss of $3,152. See Note M for further discussion. This impairment charge is included within other operating expenses in the consolidated statements of operations. Intangible assets determined to have finite lives, such as customer relationships and employment agreements, are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset. In addition, impairment testing is performed on these amortizing intangible assets if impairment indicators are noted. Reserves for Losses and Loss Expenses: The reserves for losses and loss expenses are determined using case basis evaluations and statistical analyses and represent estimates of the ultimate cost of all reported and unreported losses which are unpaid at year-end. These reserves include estimates of future trends in claim severity and frequency and other factors which could vary as the losses are ultimately settled. While actual results will differ from such estimates, management believes that the reserves for losses and loss expenses are adequate. The estimates are continually reviewed, and as adjustments to these reserves become necessary, such adjustments are reflected in current operations. Recognition of Revenue and Costs: Premiums are earned over the period for which insurance protection is provided. A reserve for unearned premiums is established to reflect amounts applicable to subsequent accounting periods. Commissions to unaffiliated companies and premium taxes applicable to unearned premiums are deferred and expensed as the related premiums are earned. The Company does not defer acquisition costs that are not directly variable with the production of premiums. If it is determined that expected losses and deferred expenses will likely exceed the related unearned premiums, the asset representing deferred policy acquisition costs is reduced and an expense is charged against current operations to reflect any such premium deficiency. In the event that the expected premium deficiency exceeds deferred policy acquisition costs, an additional liability would be recorded with a corresponding expense to current operations for the amount of the excess premium deficiency. Anticipated investment income is considered in determining recoverability of deferred acquisition costs. The Company had no material contract assets, contract liabilities, or deferred contract costs recorded on its consolidated balance sheet at December 31, 2019. Reinsurance : Reinsurance premiums, commissions, expense reimbursements and reserves related to the Company's reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums ceded to other insurers have been reported as a reduction of premium earned. Amounts applicable to reinsurance ceded for unearned premium and claim loss reserves have been reported as reinsurance recoverable assets. Certain reinsurance contracts provide for additional or return premiums and commissions based upon profits or losses to the reinsurer over prescribed periods. Estimates of additional or return premiums and commissions are adjusted quarterly to recognize actual loss experience to date, as well as projected loss experience applicable to the various contract periods. Estimates of reinstatement premiums on reinsurance contracts covering catastrophic events are, to the extent reasonably determinable, recorded concurrently with the related loss. Should impairment in the ability of a reinsurer to satisfy its obligations to the Company be determined to exist, current year operations would be charged in amounts sufficient to provide for the Company's additional liability. Such charges, when incurred, are included in other operating expenses, rather than losses and loss expenses incurred, because the inability of the Company to collect from reinsurers is a credit risk rather than a deficiency associated with the loss reserving process. Deferred Taxes: Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement and tax return bases of assets and liabilities based on enacted tax rates and laws. The deferred tax benefits of the deferred tax assets are recognized to the extent realization of such benefits is more likely than not. Deferred income tax expense or benefit generally represents the net change in deferred income tax assets and liabilities during the year. Current income tax expense represents the tax liability associated with revenues and expenses currently taxable or deductible on various income tax returns for the year reported. Restricted Stock: Shares of restricted stock vest over the vesting period from the date of grant and certain shares of restricted stock are accelerated for retirement-eligible recipients in accordance with the non-substantive, post-grant date vesting clause of Accounting Standards Codification ("ASC") Topic 715, Compensation—Retirement Benefits. Restricted stock is valued based on the closing price of the Company's Class B Common Stock on the day the award is granted. Non-vested shares of restricted stock will be forfeited should an executive's employment terminate for any reason other than death, disability, or retirement as defined by the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of the Company. Earnings (Loss) Per Share: Diluted earnings (loss) per share of common stock are based on the average number of shares of Class A and Class B Common Stock outstanding during the year, adjusted for the dilutive effect, if any, of restricted stock awards outstanding. Basic earnings (loss) per share are presented exclusive of the effect of share- based awards outstanding.

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Comprehensive Income (Loss): The Company records accumulated other comprehensive income (loss) from unrealized gains and losses on available-for-sale securities and from foreign exchange adjustments as a separate component of shareholders' equity. A reclassification adjustment to other comprehensive income (loss) is made for gains or losses during the period included in net income (loss).

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## Commercial Liability <img src='content_image/1025654.jpg'> <img src='content_image/1025655.jpg'>

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The U.S. Tax Act provides for a change in the methodology employed to calculate reserves for tax purposes. Beginning January 1, 2018, a higher interest rate assumption and longer payout patterns are used to discount these reserves. In addition, companies are no longer able to elect to use their own experience to discount reserves, but instead are required to use the industry-based tables published by the IRS annually. During 2017, the Company estimated the provisional tax impacts related to the change in methodology as $1,696. During 2018, the IRS published the discount factor tables and the Company calculated the tax impact of the methodology change and recorded an updated amount for deferred tax assets and an offsetting deferred tax liability of $2,262 at December 31, 2018. During 2019, the IRS published updated discount factor tables and the Company updated the tax impact. The deferred tax liability was amortized into income in the amount of $281 in 2019 in accordance with the 8-year inclusion described in the U.S. Tax Act. The deferred tax liability amortized into income in 2018 was revised to $228 compared to $323 as originally calculated in 2018 under the discount factor tables. Deferred income taxes are calculated to account for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: <img src='content_image/1044217.jpg'> A summary of the difference between federal income tax expense (benefit) computed at the statutory rate and that reported in the consolidated financial statements as of December 31, 2019, 2018 and 2017 is as follows: <img src='content_image/1044220.jpg'> Federal income tax expense (benefit) as of December 31, 2019, 2018 and 2017 consists of the following: <img src='content_image/1044218.jpg'>

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## Note J – Segment Information Effective January 1, 2017, the Company determined that its business constituted one reportable property and casualty insurance segment based on how its operating results are regularly reviewed by the Company's chief operating decision maker when making decisions about how resources are allocated and assessing performance. The property and casualty insurance segment provides multiple lines of insurance coverage primarily to commercial automobile companies, as well as to independent contractors who contract with commercial automobile companies. The following table summarizes segment revenues for the years ended December 31: <img src='content_image/1029774.jpg'> ## Note K - Earnings (Loss) Per Share The following is a reconciliation of the denominators used in the calculation of basic and diluted earnings (loss) per share for the years ended December 31: <img src='content_image/1029775.jpg'> ## Note L - Concentrations of Credit Risk The Company writes policies of excess insurance attaching above SIRs and also writes policies that contain per-claim deductibles. Those losses and claims that fall within the SIR limits are obligations of the insured; however, the Company writes surety bonds in favor of various regulatory agencies guaranteeing the insureds' payment of claims within the SIR. Further, specified portions of losses and claims incurred under large deductible policies, while obligations of the Company, are contractually reimbursable to the Company from the insureds. The Company requires collateral from its insureds to serve as a source of reimbursement if the Company is obligated to pay claims within the SIR by reason of an insured's default or if the insured fails to reimburse the Company for deductible amounts paid by the Company. Acceptable collateral may be provided in the form of letters of credit on Company-approved banks, Company-approved marketable securities or cash. At December 31, 2019, the Company held collateral in the aggregate amount of $328,559. The amount of collateral required of an insured is determined by the financial condition of the insured, the type of obligations guaranteed by the Company, estimated reserves for incurred losses within the SIR or deductible that have been reported to the insured or the Company, estimated incurred but not reported losses, and estimated losses that are expected to occur within the SIR or be deductible prior to the next collateral adjustment date. In general, the Company attempts to hold collateral equal to 100% of the ultimate losses that would be paid by or due the Company in the event of an insured's default. Periodic audits are conducted by the Company to evaluate its exposure and the collateral required. If a deficiency in collateral is noted as the result of an audit, additional collateral is requested immediately. Because collateral amounts contain numerous estimates of the Company's exposure, are adjusted only periodically and are sometimes reduced based on the superior financial condition of the insured, the amount of collateral held by the Company at a given point in time may not be sufficient to fully reimburse the Company for all of its guarantees or amounts due in the event of an insured's default. In that regard, the Company is not fully collateralized for the guarantees made for, or the deductible amounts that may be due from, FedEx Corporation and certain of its subsidiaries and related entities ("FedEx"), and in the event of their default, such default may have a material adverse impact on the Company. The Company estimates its uncollateralized exposure related to FedEx to be as much as 79% (after-tax) of shareholders' equity at December 31, 2019. The Company's balance sheet includes paid and estimated unpaid amounts recoverable from reinsurers under various agreements. These recoverables are only partially collateralized. The two largest amounts due from individual reinsurers, net of collateral and offsets, were $53,915 and $44,462 at December 31, 2019.

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## Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ## Item 9A. CONTROLS AND PROCEDURES The Company carried out an evaluation as of December 31, 2019, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the "Exchange Act". Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms; and (b) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company noted no change in its internal control over financial reporting that occurred during the three months ended December 31, 2019 that materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. ## Management's Responsibility for Financial Statements Management is responsible for the preparation of the Company's consolidated financial statements and related information appearing in this Annual Report on Form 10-K. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements reasonably present the Company's financial position and results of operations in conformity with U.S. generally accepted accounting principles. Management has included in the Company's financial statements amounts that are based upon estimates and judgments which it believes are reasonable under the circumstances. The Audit Committee meets periodically with financial management, the internal auditors and the independent registered public accounting firm to review accounting, control, auditing and financial reporting matters. ## Management's Report on Internal Control Over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on the Company's evaluation under this framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2019. The effectiveness of the Company's internal control over financial reporting as of December 31, 2019 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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To the Shareholders and the Board of Directors of Protective Insurance Corporation ## Opinion on Internal Control over Financial Reporting We have audited Protective Insurance Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Protective Insurance Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Protective Insurance Corporation and subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated March 5, 2020 expressed an unqualified opinion thereon. ## Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ## 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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. /s/ ERNST & YOUNG LLP Indianapolis, Indiana March 5, 2020

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## 3. Index to Exhibits: ## INDEX TO EXHIBITS <img src='content_image/1047266.jpg'> * Indicates management contracts or compensatory plans or arrangements. ## Item 16. FORM 10-K SUMMARY None.

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## PROTECTIVE INSURANCE CORPORATION AND SUBSIDIARIES SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES (in thousands) As of December 31, 2019 <img src='content_image/1033218.jpg'> (1) Amounts presented above do not include investments of $59,780 classified as cash and cash equivalents in the consolidated balance sheet.

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## PROTECTIVE INSURANCE CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION CONCERNING PROPERTY/CASUALTY INSURANCE OPERATIONS (in thousands) <img src='content_image/1057796.jpg'>

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# Public Law 116–20 116th Congress Making supplemental appropriations for the fiscal year ending September 30, 2019, and for other purposes. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, The following sums in this Act are appropriated, out of any money in the Treasury not otherwise appropriated, for the fiscal year ending September 30, 2019, and for other purposes, namely: For an additional amount for the ‘‘Office of the Secretary’’, $3,005,442,000, which shall remain available until December 31, 2020, for necessary expenses related to losses of crops (including milk, on-farm stored commodities, crops prevented from planting in 2019, and harvested adulterated wine grapes), trees, bushes, and vines, as a consequence of Hurricanes Michael and Florence, other hurricanes, floods, tornadoes, typhoons, volcanic activity, snowstorms, and wildfires occurring in calendar years 2018 and 2019 under such terms and conditions as determined by the Sec- retary: Provided , That the Secretary may provide assistance for such losses in the form of block grants to eligible states and terri- tories and such assistance may include compensation to producers, as determined by the Secretary, for forest restoration and poultry and livestock losses: Provided further , That of the amounts provided under this heading, tree assistance payments may be made under section 1501(e) of the Agricultural Act of 2014 (7 U.S.C. 9081(e)) to eligible orchardists or nursery tree growers (as defined in such section) of pecan trees with a tree mortality rate that exceeds 7.5 percent (adjusted for normal mortality) and is less than 15 percent (adjusted for normal mortality), to be available until expended, for losses incurred during the period beginning January 1, 2018, and ending December 31, 2018: Provided further , That in the case of producers impacted by volcanic activity that resulted in the loss of crop land, or access to crop land, the Secretary shall consider all measures available, as appropriate, to bring replacement land into production: Provided further , That of the ## DEPARTMENT OF AGRICULTURE ## AGRICULTURAL PROGRAMS ## PROCESSING, RESEARCH AND MARKETING ## OFFICE OF THE SECRETARY # An Act ## TITLE I June 6, 2019 [H.R. 2157] Additional Supplemental Appropriations for Disaster Relief Act, 2019. Determination. Time period.

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Reports. amounts provided under this heading, not more than $7,000,000 shall be available to make payments to agricultural producers whose Whole Farm Revenue Protection indemnity payments were reduced following 2018 crop year losses due to assistance received through state-legislated agriculture disaster assistance programs: Provided further , That the total amount of payments received under this heading and applicable policies of crop insurance under the Federal Crop Insurance Act (7 U.S.C. 1501 et seq.) or the Noninsured Crop Disaster Assistance Program (NAP) under section 196 of the Federal Agriculture Improvement and Reform Act of 1996 (7 U.S.C. 7333) shall not exceed 90 percent of the loss as determined by the Secretary: Provided further , That the total amount of payments received under this heading for producers who did not obtain a policy or plan of insurance for an insurable commodity for the applicable crop year under the Federal Crop Insurance Act (7 U.S.C. 1501 et seq.) for the crop incurring the losses or did not file the required paperwork and pay the service fee by the applicable State filing deadline for a noninsurable commodity for the applicable crop year under NAP for the crop incurring the losses shall not exceed 70 percent of the loss as determined by the Secretary: Provided further , That in the case of a crop under this heading for which the Federal Crop Insurance Corporation offers a revenue insurance policy under section 508 of the Federal Crop Insurance Act (7 U.S.C. 1508), the Secretary shall use the greater of the projected price or the harvest price for such crop to determine the expected value of such crop: Provided further , That producers receiving payments under this heading, as determined by the Sec- retary, shall be required to purchase crop insurance where crop insurance is available for the next two available crop years, excluding tree insurance policies, and producers receiving payments under this heading shall be required to purchase coverage under NAP where crop insurance is not available in the next two available crop years, as determined by the Secretary: Provided further , That, not later than 120 days after the end of fiscal year 2019, the Secretary shall submit a report to the Congress specifying the type, amount, and method of such assistance by state and territory: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. For an additional amount for the ‘‘Emergency Forest Restora- tion Program’’, for necessary expenses related to the consequences of Hurricanes Michael and Florence and wildfires occurring in cal- endar year 2018, tornadoes and floods occurring in calendar year 2019, and other natural disasters, $480,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. ## EMERGENCY FOREST RESTORATION PROGRAM ## FARM SERVICE AGENCY

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For an additional amount for ‘‘Central Utah Project Completion Account’’, $350,000, to be deposited into the Utah Reclamation Mitigation and Conservation Account for use by the Utah Reclama- tion Mitigation and Conservation Commission, to remain available until expended, for expenses necessary in carrying out fire remedi- ation activities related to wildfires in 2018: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Water and Related Resources’’, $15,500,000, to remain available until expended, for fire remediation and suppression emergency assistance related to wildfires in 2017 and 2018: Provided , That such amount is designated by the Con- gress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. For an additional amount, to be deposited in the Federal Buildings Fund, $91,200,000, to remain available until expended, for necessary expenses related to the consequences of Hurricane Florence for repair and alteration of buildings under the custody and control of the Administrator of General Services, and real property management and related activities not otherwise provided for: Provided , That such amount may be used to reimburse the Fund for obligations incurred for this purpose prior to the date of the enactment of this Act: Provided further , That such amount is designated by the Congress as being for an emergency require- ment pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. ## DEPARTMENT OF THE INTERIOR ## CENTRAL UTAH PROJECT ## CENTRAL UTAH PROJECT COMPLETION ACCOUNT ## BUREAU OF RECLAMATION ## WATER AND RELATED RESOURCES ## GENERAL SERVICES ADMINISTRATION ## REAL PROPERTY ACTIVITIES ## FEDERAL BUILDINGS FUND ## TITLE V Reimbursement.

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For an additional amount for ‘‘Operations and Support’’ for necessary expenses related to the consequences of Hurricanes Michael, Florence, and Lane, Tropical Storm Gordon, and Typhoon Mangkhut, $48,977,000; of which $46,977,000 shall remain avail- able until September 30, 2020, and of which $2,000,000 shall remain available until September 30, 2023, for environmental compliance and restoration: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. For an additional amount for ‘‘Procurement, Construction, and Improvements’’ for necessary expenses related to the consequences of Hurricanes Michael, Florence, and Lane, Tropical Storm Gordon, and Typhoon Mangkhut, $476,755,000, to remain available until September 30, 2023: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 601. In implementing section 20601 of Public Law 115– 123, the Administrator shall include the costs associated with addressing pre-disaster condition, undamaged components, codes and standards, and industry standards in the cost of repair when calculating the percentage in section 206.226(f) of title 44, Code of Federal Regulations: Provided , That amounts repurposed under this section that were previously designated by the Congress, respectively, as an emergency requirement or as being for disaster relief pursuant to the Balanced Budget and Emergency Deficit Control Act are designated by the Congress as being for an emer- gency requirement pursuant to section 251(b)(2)(A)(i) of the Bal- anced Budget and Emergency Deficit Control Act of 1985 or as being for disaster relief pursuant to section 251(b)(2)(D) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 602. Notwithstanding any other provision of law, funds made available under each heading in this title shall only be used for the purposes specifically described under that heading. ## DEPARTMENT OF HOMELAND SECURITY ## SECURITY, ENFORCEMENT, AND INVESTIGATIONS ## PROCUREMENT, CONSTRUCTION, AND IMPROVEMENTS ## GENERAL PROVISIONS—THIS TITLE ## OPERATIONS AND SUPPORT ## TITLE VI ## COAST GUARD

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For an additional amount for ‘‘Construction’’ for necessary expenses related to the consequences of Hurricanes Florence, Lane, and Michael, and flooding associated with major declared disaster DR–4365, and calendar year 2018 earthquakes, $82,400,000, to remain available until expended: Provided , That of this amount $50,000,000 shall be used to restore and rebuild national wildlife refuges and increase the resiliency and capacity of coastal habitat and infrastructure to withstand storms and reduce the amount of damage caused by such storms: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for the ‘‘Historic Preservation Fund’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, and Typhoon Yutu, $50,000,000, to remain available until September 30, 2022, including costs to States and territories necessary to complete compliance activities required by section 306108 of title 54, United States Code (formerly section 106 of the National Historic Preservation Act) and costs needed to administer the program: Provided , That grants shall only be available for areas that have received a major disaster declaration pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.): Provided further , That individual grants shall not be subject to a non-Federal matching requirement: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Construction’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, Typhoons Yutu and Mangkhut, and calendar year 2018 wildfires, earthquakes, and volcanic eruptions, $78,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. ## DEPARTMENT OF THE INTERIOR ## UNITED STATES FISH AND WILDLIFE SERVICE ## NATIONAL PARK SERVICE ## HISTORIC PRESERVATION FUND ## TITLE VII ## CONSTRUCTION ## CONSTRUCTION

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Reports. Cost estimates. For an additional amount for ‘‘Surveys, Investigations, and Research’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, and calendar year 2018 wildfires, earthquake damage associated with emergency declaration EM– 3410, and in those areas impacted by a major disaster declared pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.) with respect to calendar year 2018 wildfires or volcanic eruptions, $98,500,000, to remain available until expended: Provided , That of this amount, $72,310,000 is for costs related to the repair and replacement of equipment and facilities damaged by disasters in 2018: Provided further , That, not later than 90 days after enactment of this Act, the Survey shall submit a report to the Committees on Appropria- tions that describes the potential options to replace the facility damaged by the 2018 volcano disaster along with cost estimates and a description of how the Survey will provide direct access for monitoring volcanic activity and the potential threat to at- risk communities: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Technical Assistance’’ for finan- cial management expenses related to the consequences of Typhoon Yutu, $2,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Salaries and Expenses’’ for nec- essary expenses related to the consequences of major disasters declared pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.) in 2018, $1,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emer- gency requirement pursuant to section 251(b)(2)(A)(i) of the Bal- anced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Science and Technology’’ for necessary expenses related to improving preparedness of the water ## UNITED STATES GEOLOGICAL SURVEY ## SURVEYS, INVESTIGATIONS, AND RESEARCH ## DEPARTMENTAL OFFICES ## ASSISTANCE TO TERRITORIES ## OFFICE OF INSPECTOR GENERAL ## ENVIRONMENTAL PROTECTION AGENCY ## SCIENCE AND TECHNOLOGY ## INSULAR AFFAIRS ## SALARIES AND EXPENSES

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sector, $600,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emer- gency requirement pursuant to section 251(b)(2)(A)(i) of the Bal- anced Budget and Emergency Deficit Control Act of 1985. ## LEAKING UNDERGROUND STORAGE TANK TRUST FUND PROGRAM For an additional amount for ‘‘Leaking Underground Storage Tank Fund’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, calendar year 2018 earth- quakes, and Typhoon Yutu, $1,500,000, to remain available until expended: Provided , That such amount is designated by the Con- gress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. For additional amounts for ‘‘State and Tribal Assistance Grants’’ for necessary expenses related to the consequences of Hurri- canes Florence and Michael and calendar year 2018 earthquakes for the hazardous waste financial assistance grants program, $1,500,000, to remain available until expended; for necessary expenses related to the consequences of Typhoon Yutu for the hazardous waste financial assistance grants program and for other solid waste management activities, $56,000,000, to remain available until expended, provided that none of these funds shall be subject to section 3011(b) of the Solid Waste Disposal Act; and for grants under section 106 of the Federal Water Pollution Control Act, $5,000,000, to remain available until expended, to address impacts of Hurricane Florence, Hurricane Michael, Typhoon Yutu, and cal- endar year 2018 wildfires, notwithstanding subsections (b), (e), and (f), of such section: Provided , That such amounts are designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘State and Tribal Assistance Grants’’, $349,400,000 to remain available until expended, of which $53,300,000 shall be for capitalization grants for the Clean Water State Revolving Funds under title VI of the Federal Water Pollution Control Act, and of which $296,100,000 shall be for capitalization grants under section 1452 of the Safe Drinking Water Act: Provided , That notwithstanding section 604(a) of the Federal Water Pollution Control Act and section 1452(a)(1)(D) of the Safe Drinking Water Act, funds appropriated herein shall be provided to States or Terri- tories in EPA Regions 4, 9, and 10 in amounts determined by the Administrator for wastewater treatment works and drinking water facilities impacted by Hurricanes Florence and Michael, Typhoon Yutu, and calendar year 2018 wildfires and earthquakes: Provided further , That notwithstanding the requirements of section 603(i) of the Federal Water Pollution Control Act and section 1452(d) of the Safe Drinking Water Act, for the funds appropriated herein, each State shall use not less than 20 percent but not more than 30 percent of the amount of its capitalization grants to provide additional subsidization to eligible recipients in the form of forgiveness of principal, negative interest loans or grants or any combination of these: Provided further , That the Administrator shall retain $10,400,000 of the funds appropriated herein for grants ## STATE AND TRIBAL ASSISTANCE GRANTS Determination.

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for drinking water facilities and waste water treatment plants impacted by Typhoon Yutu: Provided further , That the funds appro- priated herein shall be used for eligible projects whose purpose is to reduce flood or fire damage risk and vulnerability or to enhance resiliency to rapid hydrologic change or natural disaster at treat- ment works as defined by section 212 of the Federal Water Pollution Control Act or any eligible facilities under section 1452 of the Safe Drinking Water Act, and for other eligible tasks at such treatment works or facilities necessary to further such purposes: Provided further , That the Administrator of the Environmental Protection Agency may retain up to $1,000,000 of the funds appro- priated herein for management and oversight: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Forest and Rangeland Research’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, and the calendar year 2018 wildfires, $1,000,000, to remain available until expended for the forest inven- tory and analysis program: Provided , That such amount is des- ignated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘State and Private Forestry’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, and the calendar year 2018 wildfires, $12,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emer- gency requirement pursuant to section 251(b)(2)(A)(i) of the Bal- anced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘National Forest System’’ for necessary expenses related to the consequences of Hurricanes Flor- ence and Michael, and the calendar year 2018 wildfires, $84,960,000, to remain available until expended: Provided , That of this amount $21,000,000 shall be used for hazardous fuels management activities: Provided further , That such amount is des- ignated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. ## DEPARTMENT OF AGRICULTURE ## RELATED AGENCIES ## FOREST SERVICE ## FOREST AND RANGELAND RESEARCH ## STATE AND PRIVATE FORESTRY ## NATIONAL FOREST SYSTEM

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For an additional amount for ‘‘Capital Improvement and Maintenance’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, and the calendar year 2018 wildfires, $36,040,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Wildland Fire Management’’, $720,271,000, to remain available through September 30, 2022, for urgent wildland fire suppression operations: Provided , That such funds shall be solely available to be transferred to and merged with other appropriations accounts from which funds were pre- viously transferred for wildland fire suppression in fiscal year 2018 to fully repay those amounts: Provided further , That such amount is designated by the Congress as an emergency requirement pursu- ant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. ## DEPARTMENT OF HEALTH AND HUMAN SERVICES ## NATIONAL INSTITUTE OF ENVIRONMENTAL HEALTH SCIENCES For an additional amount for ‘‘National Institute of Environ- mental Health Sciences’’ for necessary expenses in carrying out activities set forth in section 311(a) of the Comprehensive Environ- mental Response, Compensation, and Liability Act of 1980 (42 U.S.C. 9660(a)) and section 126(g) of the Superfund Amendments and Reauthorization Act of 1986 related to the consequences of major disasters declared pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.) in 2018, $1,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 701. Not later than 45 days after the date of enactment of this Act, the agencies receiving funds appropriated by this title shall provide a detailed operating plan of anticipated uses of funds made available in this title by State and Territory, and by program, project, and activity, to the Committees on Appropriations: Pro- vided , That no such funds shall be obligated before the operating plans are provided to the Committees: Provided further , That such plans shall be updated, including obligations to date, and submitted to the Committees on Appropriations every 60 days until all such funds are expended. ## CAPITAL IMPROVEMENT AND MAINTENANCE ## WILDLAND FIRE MANAGEMENT ## (INCLUDING TRANSFER OF FUNDS) ## NATIONAL INSTITUTES OF HEALTH ## GENERAL PROVISION—THIS TITLE Deadline. Operating plans. Time period.

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For an additional amount for ‘‘Training and Employment Serv- ices’’, $50,000,000, for the dislocated workers assistance national reserve for necessary expenses directly related to the consequences of Hurricanes Florence and Michael, Typhoon Mangkhut, Super Typhoon Yutu, wildfires and earthquakes occurring in calendar year 2018, and tornadoes and floods occurring in calendar year 2019 (referred to under this heading as ‘‘covered disaster or emer- gency’’), to remain available through September 30, 2020: Provided , That the Secretary of Labor may transfer up to $1,000,000 of such funds to any other Department of Labor account for reconstruc- tion and recovery needs, including worker protection activities: Pro- vided further , That these sums may be used to replace grant funds previously obligated to the impacted areas: Provided further , That of the amount provided, up to $500,000, to remain available until expended, shall be transferred to ‘‘Office of Inspector General’’ for oversight of activities responding to such covered disaster or emer- gency: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. ## PAYMENTS TO STATES FOR THE CHILD CARE AND DEVELOPMENT BLOCK GRANT For an additional amount for ‘‘Payments to States for the Child Care and Development Block Grant’’, $30,000,000, to remain available through September 30, 2021, for necessary expenses directly related to the consequences of Hurricanes Florence and Michael, Typhoon Mangkhut, Super Typhoon Yutu, and wildfires and earthquakes occurring in calendar year 2018 and tornadoes and floods occurring in calendar year 2019 in those areas for which a major disaster or emergency has been declared under section 401 or 501 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5170 and 5191): Provided , That the Sec- retary shall allocate such funds based on assessed need notwith- standing sections 658J and 658O of the Child Care and Develop- ment Block Grant Act of 1990: Provided further , That such funds may be used for costs of renovating, repairing, or rebuilding child care facilities without regard to section 658F(b) or 658G of such Act and with amounts allocated for such purposes excluded from the calculation of percentages under subsection 658E(c)(3) of such Act: Provided further , That notwithstanding section 658J(c) of such Act, funds allotted to a State and used for renovating, repairing, or rebuilding child care facilities may be obligated by the State ## EMPLOYMENT AND TRAINING ADMINISTRATION ## DEPARTMENT OF HEALTH AND HUMAN SERVICES ## ADMINISTRATION FOR CHILDREN AND FAMILIES ## DEPARTMENT OF LABOR ## TRAINING AND EMPLOYMENT SERVICES ## (INCLUDING TRANSFER OF FUNDS) ## TITLE VIII

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in that fiscal year or the succeeding three fiscal years: Provided further , That Federal interest provisions will not apply to the ren- ovation or rebuilding of privately-owned family child care homes, and the Secretary shall develop parameters on the use of funds for family child care homes: Provided further , That the Secretary shall not retain Federal interest after a period of 10 years in any facility renovated, repaired, or rebuilt with funds appropriated under this paragraph: Provided further , That funds appropriated in this paragraph shall not be available for costs that are reimbursed by the Federal Emergency Management Agency, under a contract for insurance, or by self-insurance: Provided further , That obligations incurred for the purposes provided herein prior to the date of enactment of this Act may be charged to funds appropriated under this heading: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Children and Families Services Programs’’, $90,000,000, to remain available through September 30, 2021, for necessary expenses directly related to the consequences of Hurricanes Florence and Michael, Typhoon Mangkhut, Super Typhoon Yutu, and wildfires and earthquakes occurring in calendar year 2018 and tornadoes and floods occurring in calendar year 2019 in those areas for which a major disaster or emergency has been declared under section 401 or 501 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5170 and 5191): Provided , That $55,000,000 shall be for Head Start programs, including making payments under the Head Start Act: Provided further , That none of funds provided in the previous proviso shall be included in the calculation of the ‘‘base grant’’ in subsequent fiscal years, as such term is defined in sections 640(a)(7)(A), 641A(h)(1)(B), or 645(d)(3) of the Head Start Act: Pro- vided further , That funds provided in the second previous proviso are not subject to the allocation requirements of section 640(a) of the Head Start Act: Provided further , That $5,000,000 shall be for payments to States, territories, and tribes for activities authorized under subpart 1 of part B of title IV of the Social Security Act, with such funds allocated based on assessed need notwithstanding section 423 of such Act and paid without regard to percentage limitations in subsections (a) or (e) in section 424 of such Act: Provided further , That $25,000,000 shall be for pay- ments to States, territories, and tribes authorized under the Community Services Block Grant Act, with such funds allocated based on assessed need notwithstanding sections 674(b), 675A, and 675B of such Act: Provided further , That notwithstanding section 676(b)(8) of the Community Services Block Grant Act, each State, territory, or tribe may allocate funds to eligible entities based on assessed need: Provided further , That funds appropriated in this paragraph shall not be available for costs that are reimbursed by the Federal Emergency Management Agency, under a contract for insurance, or by self-insurance: Provided further , That up to $5,000,000, to remain available until expended, shall be available for Federal administrative expenses: Provided further , That obliga- tions incurred for the purposes provided herein prior to the date ## CHILDREN AND FAMILIES SERVICES PROGRAMS Time period.

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of enactment of this Act may be charged to funds appropriated under this heading: Provided further , That such amount is des- ignated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. ## PUBLIC HEALTH AND SOCIAL SERVICES EMERGENCY FUND For an additional amount for the ‘‘Public Health and Social Services Emergency Fund’’, $201,000,000, to remain available through September 30, 2020, for necessary expenses directly related to the consequences of Hurricanes Florence and Michael, Typhoon Mangkhut, Super Typhoon Yutu, and wildfires and earthquakes occurring in calendar year 2018 and tornadoes and floods occurring in calendar year 2019 in those areas for which a major disaster or emergency has been declared under section 401 or 501 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5170 and 5191) (referred to under this heading as ‘‘cov- ered disaster or emergency’’), including activities authorized under section 319(a) of the Public Health Service Act (referred to in this Act as the ‘‘PHS Act’’): Provided , That of the amount provided, $80,000,000 shall be transferred to ‘‘Health Resources and Services Administration—Primary Health Care’’ for expenses directly related to a covered disaster or emergency for disaster response and recovery, for the Health Centers Program under section 330 of the PHS Act, including alteration, renovation, construction, equip- ment, and other capital improvement costs as necessary to meet the needs of areas affected by a covered disaster or emergency: Provided further , That the time limitation in section 330(e)(3) of the PHS Act shall not apply to funds made available under the preceding proviso: Provided further , That of the amount provided, not less than $20,000,000 shall be transferred to ‘‘Centers for Dis- ease Control and Prevention—CDC-Wide Activities and Program Support’’ for response, recovery, mitigation, and other expenses directly related to a covered disaster or emergency: Provided further , That of the amount provided, not less than $100,000,000 shall be transferred to ‘‘Substance Abuse and Mental Health Services Administration—Health Surveillance and Program Support’’ for grants, contracts, and cooperative agreements for behavioral health treatment, treatment of substance use disorders, crisis counseling, and other related helplines, and for other similar programs to provide support to individuals impacted by a covered disaster or emergency: Provided further , That of the amount provided, up to $1,000,000, to remain available until expended, shall be transferred to ‘‘Office of the Secretary—Office of Inspector General’’ for oversight of activities responding to such covered disasters or emergencies: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. ## OFFICE OF THE SECRETARY ## (INCLUDING TRANSFERS OF FUNDS)

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For an additional amount for the ‘‘Emergency Conservation Program’’, for necessary expenses related to the consequences of Hurricanes Michael and Florence and wildfires occurring in cal- endar year 2018, tornadoes and floods occurring in calendar year 2019, and other natural disasters, $558,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. For an additional amount for ‘‘Watershed and Flood Prevention Operations’’, for necessary expenses for the Emergency Watershed Protection Program related to the consequences of Hurricanes Michael and Florence and wildfires occurring in calendar year 2018, tornadoes and floods occurring in calendar year 2019, and other natural disasters, $435,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. For an additional amount for the cost of grants for rural commu- nity facilities programs as authorized by section 306 and described in section 381E(d)(1) of the Consolidated Farm and Rural Develop- ment Act, for necessary expenses related to the consequences of Hurricanes Michael and Florence and wildfires occurring in cal- endar year 2018, tornadoes and floods occurring in calendar year 2019, and other natural disasters, $150,000,000, to remain available until expended: Provided , That sections 381E–H and 381N of the Consolidated Farm and Rural Development Act are not applicable to the funds made available under this heading: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 101. In addition to amounts otherwise made available, out of the funds made available under section 18 of the Food and Nutrition Act of 2008, $25,200,000 shall be available for the Secretary to provide a grant to the Commonwealth of the Northern Mariana Islands for disaster nutrition assistance in response to the Presidentially declared major disasters and emergencies: Pro- vided , That funds made available to the Commonwealth of the Northern Mariana Islands under this section shall remain available for obligation by the Commonwealth until September 30, 2020: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section ## EMERGENCY CONSERVATION PROGRAM ## NATURAL RESOURCES CONSERVATION SERVICE ## WATERSHED AND FLOOD PREVENTION OPERATIONS ## RURAL COMMUNITY FACILITIES PROGRAM ACCOUNT ## GENERAL PROVISIONS—THIS TITLE ## RURAL DEVELOPMENT

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For an additional amount for ‘‘Hurricane Education Recovery’’ for necessary expenses related to the consequences of Hurricanes Florence and Michael, Typhoon Mangkhut, Super Typhoon Yutu, and wildfires, earthquakes, and volcanic eruptions occurring in calendar year 2018 and tornadoes and floods occurring in calendar year 2019 in those areas for which a major disaster or emergency has been declared under section 401 or 501 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5170 and 5191) (referred to under this heading as ‘‘covered disaster or emergency’’), $165,000,000, to remain available through Sep- tember 30, 2020, for assisting in meeting the educational needs of individuals affected by a covered disaster or emergency: Provided , That such assistance may be provided through any of the programs authorized under this heading in title VIII of subdivision 1 of division B of Public Law 115–123 (as amended by Public Law 115–141), as determined by the Secretary of Education, and subject to the terms and conditions that applied to those programs, except that references to dates and school years in Public Law 115–123 shall be deemed to be the corresponding dates and school years for the covered disaster or emergency: Provided further , That the Secretary of Education may determine the amounts to be used for each such program and shall notify the Committees on Appro- priations of the House of Representatives and the Senate of these amounts not later than 7 days prior to obligation: Provided further , That $2,000,000 of the funds made available under this heading, to remain available until expended, shall be transferred to the Office of the Inspector General of the Department of Education for oversight of activities supported with funds appropriated under this heading, and up to $1,000,000 of the funds made available under this heading shall be for program administration: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 801. Not later than 30 days after enactment of this Act, the Secretaries of Labor, Health and Human Services, and Edu- cation shall provide a detailed spend plan of anticipated uses of funds made available in this title, including estimated personnel and administrative costs, to the Committees on Appropriations: Provided , That such plans shall be updated and submitted to the Committees on Appropriations every 60 days until all funds are expended or expire. SEC. 802. (a) Section 1108(g)(5) of the Social Security Act (42 U.S.C. 1308(g)(5)) is amended— (1) in subparagraph (A), by striking ‘‘and (E)’’ and inserting ‘‘(E), and (F)’’; (2) in subparagraph (C), in the matter preceding clause (i), by striking ‘‘and (E)’’ and inserting ‘‘and (F)’’; (3) by redesignating subparagraph (E) as subparagraph (F); ## DEPARTMENT OF EDUCATION ## HURRICANE EDUCATION RECOVERY ## (INCLUDING TRANSFER OF FUNDS) ## GENERAL PROVISIONS—THIS TITLE Determination. Determination. Notification. Deadline. Deadline. Spend plan. Cost estimates. Time period.

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Time period. Northern Mariana Islands. Time period. Guam. American Samoa. Deadline. Guam. American Samoa. Plans. Deadline. Spend plan. Funding estimates. (5) in subparagraph (F) (as redesignated by paragraph (3) of this section)— (b) The amounts provided by the amendments made by sub- section (a) are designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Salaries and Expenses’’, $10,000,000, to remain available until expended, for audits and investigations related to Hurricanes Florence, Lane, and Michael, Typhoons Yutu and Mangkhut, the calendar year 2018 wildfires, earthquakes, and volcano eruptions, and other disasters declared pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.): Provided , That, not later than 90 days after the date of enactment of this Act, the Govern- ment Accountability Office shall submit to the Committees on Appropriations of the House of Representatives and the Senate (4) by inserting after subparagraph (D), the following: ‘‘(E) Subject to subparagraph (F), for the period begin- ning January 1, 2019, and ending September 30, 2019, the amount of the increase otherwise provided under subparagraph (A) for the Northern Mariana Islands shall be further increased by $36,000,000.’’; and (A) by striking ‘‘title XIX, during’’ and inserting ‘‘title XIX— (B) by striking ‘‘and (D)’’ and inserting ‘‘, (D), and (E)’’; (C) by striking ‘‘and the Virgin Islands’’ each place it appears and inserting ‘‘, the Virgin Islands, and the Northern Mariana Islands’’; (D) by striking the period at the end and inserting ‘‘; and’’; and (E) by adding at the end the following: ‘‘(ii) for the period beginning January 1, 2019, and ending September 30, 2019, with respect to pay- ments to Guam and American Samoa from the addi- tional funds provided under subparagraph (A), the Sec- retary shall increase the Federal medical assistance percentage or other rate that would otherwise apply to such payments to 100 percent.’’; and (6) by adding at the end the following: ‘‘(G) Not later than September 30, 2019, Guam and American Samoa shall each submit a plan to the Secretary outlining the steps each such territory shall take to collect and report reliable data to the Transformed Medicaid Statistical Information System (T–MSIS) (or a successor system).’’. ## GOVERNMENT ACCOUNTABILITY OFFICE ‘‘(i) during’’; ## LEGISLATIVE BRANCH ## SALARIES AND EXPENSES ## TITLE IX

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a spend plan specifying funding estimates for audits and investiga- tions of any such declared disasters occurring in 2018 and identi- fying funding estimates or carryover balances, if any, that may be available for audits and investigations of any other such declared disasters: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Military Construction, Navy and Marine Corps’’, $600,000,000, to remain available until Sep- tember 30, 2023, for planning and design, and construction expenses related to the consequences of Hurricanes Florence and Michael on Navy and Marine Corps installations: Provided , That none of the funds shall be available for obligation until the Committees on Appropriations of the House of Representatives and the Senate receive a master plan for the installations: Provided further , That, not later than 60 days after enactment of this Act, the Secretary of the Navy, or his designee, shall submit to the Committees on Appropriations of the House of Representatives and the Senate a detailed expenditure plan for funds provided under this heading: Provided further , That such funds may be obligated or expended for planning and design and military construction projects not other- wise authorized by law: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Military Construction, Air Force’’, $1,000,000,000, to remain available until September 30, 2023, for planning and design, and construction expenses related to the con- sequences of Hurricane Michael and floods occurring in calendar year 2019: Provided , That none of the funds shall be available for obligation until the Committees on Appropriations of the House of Representatives and the Senate receive a basing plan and future mission requirements for installations significantly damaged by Hurricane Michael: Provided further , That, not later than 60 days after enactment of this Act, the Secretary of the Air Force, or his designee, shall submit to the Committees on Appropriations of the House of Representatives and the Senate a detailed expendi- ture plan for funds provided under this heading: Provided further , That such funds may be obligated or expended for planning and design and military construction projects not otherwise authorized by law: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. ## MILITARY CONSTRUCTION, NAVY AND MARINE CORPS ## DEPARTMENT OF DEFENSE ## MILITARY CONSTRUCTION, AIR FORCE ## TITLE X Deadline. Expenditure plans. Deadline. Expenditure plan.

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Deadline. Expenditure plan. Determination. Notice. Expenditure plan. For an additional amount for ‘‘Military Construction, Army National Guard’’, $42,400,000, to remain available until September 30, 2023, for necessary expenses related to the consequences of Hurricanes Florence and Michael: Provided , That none of the funds shall be available for obligation until the Committees on Appropria- tions of the House of Representatives and the Senate receive form 1391 for each specific request: Provided further , That, not later than 60 days after enactment of this Act, the Director of the Army National Guard, or his designee, shall submit to the Commit- tees on Appropriations of the House of Representatives and the Senate a detailed expenditure plan for funds provided under this heading: Provided further , That such funds may be obligated or expended for planning and design and military construction projects not otherwise authorized by law: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for ‘‘Medical Facilities’’, $3,000,000, to remain available until September 30, 2023, for necessary expenses related to the consequences of Hurricanes Florence and Michael and Typhoons Mangkhut and Yutu: Provided , That the Secretary of Veterans Affairs, upon determination that such action is necessary to address needs as a result of the consequences of Hurricanes Florence and Michael and Typhoons Mangkhut and Yutu, may transfer such funds to any discretionary account of the Department of Veterans Affairs: Provided further , That before a transfer may take place, the Secretary of Veterans Affairs shall submit notice thereof to the Committees on Appropriations of the House of Representatives and the Senate: Provided further , That none of these funds shall be available for obligation until the Secretary of Veterans Affairs submits to the Committees on Appro- priations of the House of Representatives and the Senate a detailed expenditure plan for funds provided under this heading: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 1001. Notwithstanding any other provision of law, funds made available under each heading within the ‘‘Department of Defense’’ in this title shall only be used for the purposes specifically described under that heading. ## MILITARY CONSTRUCTION, ARMY NATIONAL GUARD ## DEPARTMENT OF VETERANS AFFAIRS ## GENERAL PROVISION—THIS TITLE ## VETERANS HEALTH ADMINISTRATION ## (INCLUDING TRANSFER OF FUNDS) ## MEDICAL FACILITIES

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For an additional amount for the ‘‘Public Transportation Emer- gency Relief Program’’ as authorized under section 5324 of title 49, United States Code, $10,542,000 to remain available until expended, for transit systems affected by major declared disasters occurring in calendar year 2018: Provided , That not more than three-quarters of 1 percent of the funds for public transportation emergency relief shall be available for administrative expenses and ongoing program management oversight as authorized under sec- tions 5334 and 5338(f)(2) of such title and shall be in addition to any other appropriations for such purpose: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. Of the amounts made available for ‘‘Federal Aviation Adminis- tration—Operations’’ in division B of the Bipartisan Budget Act of 2018 (Public Law 115–123), up to $18,000,000 shall also be available for necessary expenses related to the consequences of major declared disasters occurring in calendar year 2018: Provided , That amounts repurposed under this heading that were previously designated by the Congress as an emergency requirement pursuant to the Balanced Budget and Emergency Deficit Control Act of 1985 are designated by the Congress as an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. For an additional amount for the Emergency Relief Program as authorized under section 125 of title 23, United States Code, $1,650,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emer- gency requirement pursuant to section 251(b)(2)(A)(i) of the Bal- anced Budget and Emergency Deficit Control Act of 1985. ## DEPARTMENT OF TRANSPORTATION ## FEDERAL TRANSIT ADMINISTRATION ## PUBLIC TRANSPORTATION EMERGENCY RELIEF PROGRAM ## FEDERAL AVIATION ADMINISTRATION ## (AIRPORT AND AIRWAY TRUST FUND) ## FEDERAL HIGHWAY ADMINISTRATION ## EMERGENCY RELIEF PROGRAM ## TITLE XI ## OPERATIONS

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Determination. Certification. Review. ## DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT For an additional amount for ‘‘Community Development Fund’’, $2,431,000,000, to remain available until expended, for necessary expenses for activities authorized under title I of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et seq.) related to disaster relief, long-term recovery, restoration of infra- structure and housing, economic revitalization, and mitigation in the most impacted and distressed areas resulting from a major disaster that occurred in 2018 or 2019 (except as otherwise provided under this heading) pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.): Provided , That funds shall be awarded directly to the State, unit of general local government, or Indian tribe (as such term is defined in section 102 of the Housing and Community Development Act of 1974) at the discretion of the Secretary: Provided further , That of the amounts made available under this heading $431,000,000 shall be allocated to meet unmet infrastructure needs for grantees that received allocations for disasters that occurred in 2017 under this heading of division B of Public Law 115–56 and title XI of subdivision 1 of division B of Public Law 115–123, of which $331,442,114 shall be allocated to those grantees affected by Hurri- cane Maria: Provided further , That of the amounts provided in the previous proviso, the Secretary’s determination of unmet needs for infrastructure shall not take into account mitigation-specific allocations: Provided further , That any amounts allocated pursuant to the previous two provisos to any such grantee shall not be available for draw down and expenditure by a grantee that has entered into alternative procedures under section 428 of the Stafford Act as of the date of enactment of this Act until such grantee has reached a final agreement on all fixed cost estimates within the timeline provided by the Federal Emergency Management Agency: Provided further , That prior to making any grant of funds provided in the previous three provisos, the Secretary must receive from the grantee information that allows the Secretary to certify that such grantee has in place proficient financial controls and procurement processes and has established adequate procedures to prevent any duplication of benefits as defined by section 312 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155), to ensure timely expenditure of funds, to maintain comprehensive websites regarding all disaster recovery activities assisted with these funds, and to detect and prevent waste, fraud, and abuse of funds: Provided further , That of the amounts made available under this heading in Public Law 115– 123 and transferred to the Office of Inspector General, no less than $6,000,000 shall be for necessary costs of overseeing and auditing funds made available to grantees affected by Hurricane Maria, including a review of grant expenditure rates: Provided further , That any funds made available under this heading and under the same heading in Public Law 115–254 that remain avail- able, after the funds under such headings have been allocated ## COMMUNITY PLANNING AND DEVELOPMENT ## COMMUNITY DEVELOPMENT FUND ## (INCLUDING TRANSFERS OF FUNDS)

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for necessary expenses for activities authorized under such headings, shall be allocated to grantees, for mitigation activities in the most impacted and distressed areas resulting from a major disaster that occurred in 2018: Provided further , That such alloca- tions shall be made in the same proportion that the amount of funds each grantee received under this Act and the same heading in division I of Public Law 115–254 bears to the amount of all funds provided to all grantees that received allocations for disasters that occurred in 2018: Provided further , That of the amounts made available under the text preceding the first proviso under this heading and under the same heading in Public Law 115–254, the Secretary shall allocate to all such grantees an aggregate amount not less than 33 percent of the sum of such amounts of funds within 120 days after the enactment of this Act based on the best available data, and shall allocate no less than 100 percent of such funds by no later than 180 days after the enactment of this Act: Provided further , That the Secretary shall not prohibit the use of funds made available under this heading and the same heading in Public Law 115–254 for non-Federal share as authorized by section 105(a)(9) of the Housing and Community Development Act of 1974 (42 U.S.C. 5305(a)(9)): Provided further , That of the amounts made available under this heading, grantees may establish grant programs to assist small businesses for working capital pur- poses to aid in recovery: Provided further , That as a condition of making any grant, the Secretary shall certify in advance that such grantee has in place proficient financial controls and procure- ment processes and has established adequate procedures to prevent any duplication of benefits as defined by section 312 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155), to ensure timely expenditure of funds, to maintain com- prehensive websites regarding all disaster recovery activities assisted with these funds, and to detect and prevent waste, fraud, and abuse of funds: Provided further , That with respect to any such duplication of benefits, the Secretary shall act in accordance with section 1210 of Public Law 115–254 (132 Stat. 3442) and section 312 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155): Provided further , That the Sec- retary shall require grantees to maintain on a public website information containing common reporting criteria established by the Department that permits individuals and entities awaiting assistance and the general public to see how all grant funds are used, including copies of all relevant procurement documents, grantee administrative contracts and details of ongoing procurement processes, as determined by the Secretary: Provided further , That prior to the obligation of funds a grantee shall submit a plan to the Secretary for approval detailing the proposed use of all funds, including criteria for eligibility and how the use of these funds will address long-term recovery and restoration of infrastruc- ture and housing, economic revitalization, and mitigation in the most impacted and distressed areas: Provided further , That such funds may not be used for activities reimbursed by, or for which funds have been made available by, the Federal Emergency Manage- ment Agency or the Army Corps of Engineers, in excess of the authorized amount of the project or its components: Provided fur- ther , That funds allocated under this heading shall not be considered relevant to the non-disaster formula allocations made pursuant to section 106 of the Housing and Community Development Act Certification. Website. Public information. Criteria. Determination. Plan. Criteria.

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132 Stat. 3531. Waiver authority. Federal Register, publication. Notice. Deadline. of 1974 (42 U.S.C. 5306): Provided further , That a State, unit of general local government, or Indian tribe may use up to 5 percent of its allocation for administrative costs: Provided further , That the first proviso under this heading in the Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (division I of Public Law 115–254) is amended by striking ‘‘State or unit of general local government’’ and inserting ‘‘State, unit of general local government, or Indian tribe (as such term is defined in section 102 of the Housing and Community Development Act of 1974 (42 U.S.C. 5302))’’: Provided further , That the sixth proviso under this heading in the Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (division I of Public Law 115–254) is amended by striking ‘‘State or subdivision thereof’’ and inserting ‘‘State, unit of general local government, or Indian tribe (as such term is defined in section 102 of the Housing and Community Development Act of 1974 (42 U.S.C. 5302))’’: Provided further , That in administering the funds under this heading, the Secretary of Housing and Urban Development may waive, or specify alternative requirements for, any provision of any statute or regulation that the Secretary administers in connection with the obligation by the Secretary or the use by the recipient of these funds (except for requirements related to fair housing, nondiscrimination, labor standards, and the environment), if the Secretary finds that good cause exists for the waiver or alternative requirement and such waiver or alternative requirement would not be inconsistent with the overall purpose of title I of the Housing and Community Development Act of 1974: Provided further , That, notwithstanding the preceding proviso, recipients of funds provided under this heading that use such funds to supplement Federal assistance provided under section 402, 403, 404, 406, 407, 408(c)(4), or 502 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.) may adopt, without review or public comment, any environmental review, approval, or permit performed by a Federal agency, and such adoption shall satisfy the responsibil- ities of the recipient with respect to such environmental review, approval or permit: Provided further , That, notwithstanding section 104(g)(2) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(g)(2)), the Secretary may, upon receipt of a request for release of funds and certification, immediately approve the release of funds for an activity or project assisted under this heading if the recipient has adopted an environmental review, approval or permit under the preceding proviso or the activity or project is categorically excluded from review under the National Environ- mental Policy Act of 1969 (42 U.S.C. 4321 et seq.): Provided further , That the Secretary shall publish via notice in the Federal Register any waiver, or alternative requirement, to any statute or regulation that the Secretary administers pursuant to title I of the Housing and Community Development Act of 1974 no later than 5 days before the effective date of such waiver or alternative requirement: Provided further , That of the amounts made available under this heading, up to $5,000,000 shall be made available for capacity building and technical assistance, including assistance on con- tracting and procurement processes, to support States, units of general local government, or Indian tribes (and their subrecipients) that receive allocations pursuant to this heading, received disaster recovery allocations under the same heading in Public Law 115– 254, or may receive similar allocations for disaster recovery in

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future appropriations Acts: Provided further , That of the amounts made available under this heading and under the same heading in Public Law 115–254, up to $2,500,000 shall be transferred, in aggregate, to ‘‘Department of Housing and Urban Development— Program Office Salaries and Expenses—Community Planning and Development’’ for necessary costs, including information technology costs, of administering and overseeing the obligation and expendi- ture of amounts under this heading: Provided further , That the amount specified in the preceding proviso shall be combined with funds appropriated under the same heading and for the same purpose in Public Law 115–254 and the aggregate of such amounts shall be available for any of the same such purposes specified under this heading or the same heading in Public Law 115–254 without limitation: Provided further , That such amount is des- ignated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985: Provided further , That amounts repurposed under this heading that were previously des- ignated by the Congress as an emergency requirement pursuant to the Balanced Budget and Emergency Deficit Control Act are designated by the Congress as an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 1101. (a) Amounts previously made available for activities authorized under title I of the Housing and Community Develop- ment Act of 1974 (42 U.S.C. 5301 et seq.) related to disaster relief, long-term recovery, restoration of infrastructure and housing, economic revitalization, and mitigation in the most impacted and distressed areas resulting from a major disaster, including funds provided under section 145 of division C of Public Law 114–223, section 192 of division C of Public Law 114–223 (as added by section 101(3) of division A of Public Law 114–254), section 421 of division K of Public Law 115–31, and any mitigation funding provided under the heading ‘‘Department of Housing and Urban Development—Community Planning and Development—Commu- nity Development Fund’’ of Public Law 115–123, that were allocated in response to Hurricane Matthew, may be used interchangeably and without limitation for the same activities in the most impacted and distressed areas related to Hurricane Florence. In addition, any funds provided under the heading ‘‘Department of Housing and Urban Development—Community Planning and Development— Community Development Fund’’ in this Act or in division I of Public Law 115–254 that are allocated in response to Hurricane Florence may be used interchangeably and without limitation for the same activities in the most impacted and distressed areas related to Hurricane Matthew. Until HUD publishes the Federal Register Notice implementing this provision, grantees may submit for HUD approval revised plans for the use of funds related to Hurricane Matthew that expand the eligible beneficiaries of existing programs contained in such previously approved plans to include those impacted by Hurricane Florence. Approval of any such revised plans shall include the execution of revised grant terms and condi- tions as necessary. Once the implementing Notice is published, ## GENERAL PROVISION—THIS TITLE Revised plans.

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42 USC 5322. Federal Register, publication. Deadline. Reviews. Deadlines. Certification. any additional action plan revisions shall follow the requirements contained therein. (b) Amounts made available for administrative costs for activi- ties authorized under title I of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et seq.) related to disaster relief, long-term recovery, restoration of infrastructure and housing, economic revitalization, and mitigation in the most impacted and distressed areas under this Act or any future Act, and amounts previously provided under section 420 of division L of Public Law 114–113, section 145 of division C of Public Law 114–223, section 192 of division C of Public Law 114–223 (as added by section 101(3) of division A of Public Law 114–254), section 421 of division K of Public Law 115–31, and under the heading ‘‘Department of Housing and Urban Development—Community Planning and Development—Community Development Fund’’ of division B of Public Law 115–56, Public Law 115–123, and Public Law 115– 254, shall be available for eligible administrative costs of the grantee related to any disaster relief funding identified in this subsection without regard to the particular disaster appropriation from which such funds originated. (c) The additional uses pursuant to this section for amounts that were previously designated by the Congress, respectively, as an emergency requirement or as being for disaster relief pursuant to the Balanced Budget and Emergency Deficit Control Act are designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985 or as being for disaster relief pursuant to section 251(b)(2)(D) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 1102. Of all amounts made available for mitigation activi- ties under the heading ‘‘Department of Housing and Urban Develop- ment—Community Development Fund’’ in Public Law 115–123, the Secretary shall publish in the Federal Register the allocations to all eligible grantees, and the necessary administrative requirements applicable to such allocations within 90 days after enactment of this Act: (1) For any plans or amendments addressing the use of any funds provided under Public Law 115–123 and received by the Secretary prior to December 22, 2018, the Secretary shall review pending amendments within 15 days of enactment of this Act and pending plans within 30 days of enactment of this Act; (2) After the date of enactment of this Act, the Secretary may not apply the statutory waiver or alternative requirement authority provided by Public Law 115–123 to extend or other- wise alter existing statutory and regulatory provisions gov- erning the timeline for review of required grantee plans: Provided , That any amounts allocated pursuant to this section to any such grantee shall not be available for draw down and expenditure by a grantee that has entered into alternative proce- dures under section 428 of the Stafford Act as of the date of enactment of this Act until such grantee has reached a final agree- ment on all fixed cost estimates within the timeline provided by the Federal Emergency Management Agency: Provided further , That prior to making any grant of funds allocated pursuant to this section, the Secretary must receive from the grantee information that allows the Secretary to certify that such grantee has in place

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Grants. Puerto Rico. Study. Survey. Puerto Rico. 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. SEC. 102. For purposes of administering title I of subdivision 1 of division B of the Bipartisan Budget Act of 2018 (Public Law 115–123), losses to agricultural producers resulting from hurricanes shall also include losses incurred from Tropical Storm Cindy, losses of peach and blueberry crops in calendar year 2017 due to extreme cold, and blueberry productivity losses in calendar year 2018 due to extreme cold and hurricane damage in calendar year 2017: Pro- vided , That the amounts provided by this section are designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985: Provided further , That amounts repurposed under this section that were previously designated by the Congress as an emergency requirement pursuant to the Bal- anced Budget and Emergency Deficit Control Act of 1985 are des- ignated by the Congress as an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 103. (a)(1) Except as provided in paragraph (2), a person or legal entity is not eligible to receive a payment under the Market Facilitation Program established pursuant to the Commodity Credit Corporation Charter Act (15 U.S.C. 714 et seq.) if the average adjusted gross income of such person or legal entity is greater than $900,000. (2) Paragraph (1) shall not apply to a person or legal entity if at least 75 percent of the adjusted gross income of such person or legal entity is derived from farming, ranching, or forestry related activities. (b) In this section, the term ‘‘average adjusted gross income’’ has the meaning given the term defined in section 760.1502 of title 7 Code of Federal Regulations (as in effect July 18, 2018). (c) The amount provided by this section is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985. SEC. 104. In addition to other amounts made available by section 309 of division A of the Additional Supplemental Appropria- tions for Disaster Relief Requirements Act, 2017 (Public Law 115– 72; 131 Stat. 1229), there is appropriated to the Secretary, out of any moneys in the Treasury not otherwise appropriated, for the fiscal year ending September 30, 2019, $600,000,000 to provide a grant to the Commonwealth of Puerto Rico for disaster nutrition assistance in response to a major disaster or emergency designated by the President under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.): Provided , That the funds made available to the Commonwealth of Puerto Rico under this section shall remain available for obligation by the Commonwealth until September 30, 2020, and shall be in addition to funds otherwise made available: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985 (2 U.S.C. 901(b)(2)(A)(i)). SEC. 105. There is hereby appropriated $5,000,000, to remain available until September 30, 2020, for the Secretary of Agriculture to conduct an independent study, including a survey of participants,

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proficient financial controls and procurement processes and has established adequate procedures to prevent any duplication of bene- fits as defined by section 312 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155), to ensure timely expenditure of funds, to maintain comprehensive websites regarding all disaster recovery activities assisted with these funds, and to detect and prevent waste, fraud, and abuse of funds: Provided further , That amounts repurposed under this heading that were previously designated by the Congress as an emergency requirement pursuant to the Balanced Budget and Emergency Deficit Control Act of 1985 are designated by the Congress as an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 1201. Each amount appropriated or made available by this Act is in addition to amounts otherwise appropriated for the fiscal year involved. SEC. 1202. No part of any appropriation contained in this Act shall remain available for obligation beyond the current fiscal year unless expressly so provided herein. SEC. 1203. Unless otherwise provided for by this Act, the addi- tional amounts appropriated by this Act to appropriations accounts shall be available under the authorities and conditions applicable to such appropriations accounts for fiscal year 2019. SEC. 1204. Each amount designated in this Act by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985 shall be available (or rescinded or transferred, if applicable) only if the President subsequently so designates all such amounts and transmits such designations to the Congress. SEC. 1205. For purposes of this Act, the consequences or impacts of any hurricane shall include damages caused by the storm at any time during the entirety of its duration as a cyclone, as defined by the National Hurricane Center. SEC. 1206. Any amount appropriated by this Act, designated by the Congress as an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985 and subsequently so designated by the President, and transferred pursuant to transfer authorities provided by this Act shall retain such designation. SEC. 1207. (a) Section 1309(a) of the National Flood Insurance Act of 1968 (42 U.S.C. 4016(a)) is amended by striking ‘‘June 14, 2019’’ and inserting ‘‘September 30, 2019’’. (b) Section 1319 of the National Flood Insurance Act of 1968 (42 U.S.C. 4026) is amended by striking ‘‘June 14, 2019’’ and inserting ‘‘September 30, 2019’’. (c) If this Act is enacted after June 14, 2019, the amendments made by subsections (a) and (b) shall take effect as if enacted on June 14, 2019. ## GENERAL PROVISIONS—THIS ACT ## TITLE XII President. President. Effective date. 42 USC 4016 note.

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This Act may be cited as the ‘‘Additional Supplemental Appro- priations for Disaster Relief Act, 2019’’. Approved June 6, 2019.

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to compare the impact of the additional benefits provided by section 309 of Public Law 115–72 to the food insecurity, health status, and well-being of low-income residents in Puerto Rico without such additional benefits: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 106. In addition to amounts otherwise made available, out of the funds made available under section 18 of the Food and Nutrition Act of 2008, $18,000,000 shall be available for the Secretary to provide a grant to American Samoa for disaster nutri- tion assistance in response to the presidentially declared major disasters and emergencies: Provided , That funds made available to the territory under this section shall remain available for obliga- tion by the territory until September 30, 2020: Provided further , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 107. Beginning not later than the 2020 reinsurance year, the Federal Crop Insurance Corporation shall offer coverage under the wholefarm revenue protection insurance policy (or a successor policy or plan of insurance) for hemp (as defined in section 297A of the Agricultural Marketing Act of 1946 (7 U.S.C. 1639o)): Pro- vided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. SEC. 108. Notwithstanding any other provision of law, any rural community impacted by major declared disaster DR–4407 may have the governor in the affected state, or the governor’s designee, certify the area’s population as a rural area with respect to eligibility for loans, grants, and technical assistance under rural development programs funded by the Department of Agriculture until data from the 2020 United States Census is available: Pro- vided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. ## ECONOMIC DEVELOPMENT ASSISTANCE PROGRAMS (INCLUDING TRANSFERS OF FUNDS) ## DEPARTMENT OF COMMERCE ## ECONOMIC DEVELOPMENT ADMINISTRATION ## TITLE II 7 USC 1508 note. Pursuant to section 703 of the Public Works and Economic Development Act (42 U.S.C. 3233), for an additional amount for ‘‘Economic Development Assistance Programs’’ for necessary expenses related to flood mitigation, disaster relief, long-term recovery, and restoration of infrastructure in areas that received a major disaster designation as a result of Hurricanes Florence, Michael, and Lane, Typhoons Yutu and Mangkhut, and of wildfires, volcanic eruptions, earthquakes, and other natural disasters occur- ring in calendar year 2018, and tornadoes and floods occurring in calendar year 2019 under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.), $^{Certification. }$

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Spending plan. Deadline. Spending plan. Deadline. $600,000,000, to remain available until expended: Provided , That such amount is designated by the Congress as being for an emer- gency requirement pursuant to section 251(b)(2)(A)(i) of the Bal- anced Budget and Emergency Deficit Control Act of 1985: Provided further , That within the amount appropriated, up to 2 percent of funds may be transferred to the ‘‘Salaries and Expenses’’ account for administration and oversight activities: Provided further , That within the amount appropriated, $1,000,000 shall be transferred to the ‘‘Office of Inspector General’’ account for carrying out inves- tigations and audits related to the funding provided under this heading. ## NATIONAL OCEANIC AND ATMOSPHERIC ADMINISTRATION For an additional amount for ‘‘Operations, Research, and Facili- ties’’ for necessary expenses related to the consequences of Hurri- canes Florence and Michael, Typhoon Yutu, and of wildfires, $120,570,000, to remain available until September 30, 2020, as follows: (1) $3,000,000 for repair and replacement of observing assets, real property, and equipment; (4) $25,000,000 to improve: (a) hurricane intensity fore- casting, including through deployment of unmanned ocean observing platforms and enhanced data assimilation; (b) flood prediction, forecasting, and mitigation capabilities; and (c) wild- fire prediction, detection, and forecasting; and (5) $50,000,000 for Title IX Fund grants as authorized under section 906(c) of division O of Public Law 114–113: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985: Provided further , That the National Oceanic and Atmospheric Administration shall submit a spending plan to the Committees on Appropriations of the House of Representatives and the Senate for funding provided under subsection (4) of this heading within 45 days after the date of enactment of this Act. For an additional amount for ‘‘Procurement, Acquisition and Construction’’, $25,000,000, to remain available until September 30, 2021, for improvements to operational and research weather supercomputing infrastructure and satellite ground services used for hurricane intensity and track prediction; flood prediction, fore- casting, and mitigation; and wildfire prediction, detection, and fore- casting: Provided , That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Con- trol Act of 1985: Provided further , That the National Oceanic and Atmospheric Administration shall submit a spending plan to the Committees on Appropriations of the House of Representatives and the Senate within 45 days after the date of enactment of this Act. ## OPERATIONS, RESEARCH, AND FACILITIES (2) $11,000,000 for marine debris assessment and removal; (3) $31,570,000 for mapping, charting, and geodesy services; ## PROCUREMENT, ACQUISITION AND CONSTRUCTION