- Current report filing (8-K)
November 08 2010 - 3:43PM
Edgar (US Regulatory)
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): November 8, 2010 (November 2, 2010)
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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000-19289
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31-1324304
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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518 East Broad Street, Columbus, Ohio
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43215-3976
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (614) 464-5000
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2. Financial
Information
Item 2.02.
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Results of Operations and Financial Condition.
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On November 2, 2010, State Auto Financial Corporation (the
Company
) issued a press release disclosing the Companys results of operations for the three- and nine-month periods
ended September 30, 2010 (the
Release
). The full text of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Release included a non-GAAP financial measure, net income (loss) from operations per diluted share. Net income (loss) from operations differs from GAAP net income (loss) only by the exclusion of
realized capital gains (losses), net of applicable taxes, on investment activity for the periods being reported. For the three-month periods ended September 30, 2010 and 2009, GAAP net income was $0.00 per diluted share and $0.33 per diluted
share, respectively, while net income (loss) from operations was $(0.04) per diluted share and $0.27 per diluted share for these same respective periods. For the three-month period ended September 30, 2010, realized capital gains (losses), net
of applicable taxes, decreased the GAAP net loss per diluted share by $0.04, while for the three-month period ended September 30, 2009, realized capital gains (losses), net of applicable taxes, increased the GAAP net income per diluted share by
$0.06. For the nine-month period ended September 30, 2010, realized capital gains (losses), net of applicable taxes, decreased the GAAP net loss per diluted share by $0.10, while for the nine-month period ended September 30, 2009, realized
capital gains (losses), net of applicable taxes, increased the GAAP net loss per diluted share by $0.08.
Management uses net
income (loss) from operations because it believes this calculation better indicates the Companys operating performance than GAAP net income (loss) because net income (loss) from operations excludes the sometimes volatile realized capital
gains/losses, net of applicable federal income taxes, that can produce inconsistent results. Net income (loss) from operations provides a more consistent measure on which to predict future earnings of the Company.
Section 7. Regulation FD
Item 7.01.
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Regulation FD Disclosure.
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The Companys management conducted a conference call on November 2, 2010, at approximately 10:00 a.m., ET, to review the
Companys financial results for the three- and nine-month periods ended September 30, 2010, and to respond to questions from interested investors and financial analysts. A transcript of the conference call is furnished as Exhibit 99.2
to this Current Report on Form 8-K.
Section 9. Financial
Statements and Exhibits
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release issued by State Auto Financial Corporation on November 2, 2010, regarding results of operations for the three- and nine-month periods ended September 30,
2010.
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99.2
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Transcript of conference call held by management of State Auto Financial Corporation on November 2, 2010.
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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.
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STATE AUTO FINANCIAL CORPORATION
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Date: November 8, 2010
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By
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/s/ James A. Yano
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Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release issued by State Auto Financial Corporation on November 2, 2010, regarding results of operations for the three- and nine-month periods ended September 30,
2010.
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99.2
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Transcript of conference call held by management of State Auto Financial Corporation on November 2, 2010.
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