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): October 27, 2004 (October 26,
2004)
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
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))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 26, 2004, State Auto Financial Corporation (the "Company") issued a
press release disclosing the Company's results of operations for the three-month
period ended September 30, 2004 (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
share. Net operating earnings per share differs from GAAP net earnings per share
only by the exclusion of realized capital gains and losses, net of applicable
federal income taxes, on investment activity for the period being reported. As
disclosed in the Release:
For the three-month periods ended September 30, 2004 and 2003, GAAP net
earnings were $0.12 per diluted share and $0.38 per diluted share,
respectively, while net operating earnings were $0.12 per diluted share
and $0.36 for these same respective periods. For the three-month periods
ended September 30, 2004 and 2003, the difference between GAAP net
earnings per share and net operating earnings per share was $0.00 and
$0.02, respectively.
Management uses net operating earnings because it believes this calculation
better indicates the Company's operating performance than GAAP net earnings
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
October 26, 2004.
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: October 27, 2004 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
October 26, 2004.