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: 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. 3 ● legal actions brought against us. ● tax law and accounting changes; and ● our ability to attract and retain qualified employees; ● availability of reinsurance and ability of reinsurers to pay their obligations; ● adequacy of insurance reserves; ● technology or network security disruptions or breaches; ● the impact of a downgrade in our financial strength rating; ● 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; ● 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; ● the impact of technological advances, including those specific to the transportation industry; ● other changes in the markets for our insurance products; ● 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; ● our ability to obtain adequate premium rates and manage our growth strategy; ● the effects of the novel coronavirus ("COVID-19") pandemic and associated government actions on our operating and financial performance; • the outcome of any legal proceedings to the extent initiated against us, Progressive or others following the announcement of the proposed transaction; • the effect of the announcement of the proposed transaction on our relationships with our clients, operating results and business generally; and • risks related to disruption of management’s attention from our ongoing business operations due to 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; • uncertainty as to the timing of completion of the proposed transaction; • 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; ● 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: