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): February 23, 2005
(February 22, 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 February 22, 2005, State Auto Financial Corporation (the "Company")
issued a press release disclosing the Company's results of operations for the
three-month period and fiscal year ended December 31, 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 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 December 31, 2004 and 2003, GAAP net income was
$0.93 per diluted share and $0.46 per diluted share, respectively, while net
operating earnings were $0.92 per diluted share and $0.44 per diluted share for
these same respective periods. For the three-month periods ended December 31,
2004 and 2003, the difference between GAAP net income per diluted share and net
operating earnings per diluted share was $0.01 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 February 22, 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: February 23, 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 February 22, 2005.