UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2005 (July 26, 2005)
STATE AUTO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 0-19289 31-1324304
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
518 East Broad Street, Columbus, Ohio 43215-3976
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 464-5000
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2. FINANCIAL INFORMATION
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 26, 2005, State Auto Financial Corporation (the "Company")
issued a press release disclosing the Company's results of operations for the
three-month period ended June 30, 2005 (the "Release"). The full text of the
Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The Release included a non-GAAP financial measure, net operating
earnings per diluted share. Net operating earnings differs from GAAP net income
only by the exclusion of realized capital gains and losses, net of applicable
federal income taxes, on investment activity for the period being reported. For
the three-month period ended June 30, 2005 and 2004, GAAP net income was $0.94
per diluted share and $0.85 per diluted share, respectively, while net operating
earnings were $0.94 per diluted share and $0.83 per diluted share for these same
respective periods. For the three-month periods ended June 30, 2005 and 2004,
the difference between GAAP net income per diluted share and net operating
earnings per diluted share was $0.00 and $0.02, respectively, of realized
capital gains and losses, net of applicable federal income taxes.
Management uses net operating earnings because it believes this
calculation better indicates their Company's operating performance than GAAP net
income because net operating earnings exclude the sometimes volatile realized
capital gains/losses, net of applicable federal income taxes, that can produce
inconsistent results. Net operating earnings provide a more consistent measure
on which to predict future earnings of the Company.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release issued by State Auto Financial Corporation on July 26, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STATE AUTO FINANCIAL CORPORATION
Date: July 28, 2005 By /s/ Steven J. Johnston
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Treasurer and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued by State Auto Financial Corporation on July 26, 2005.