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STATE AUTO FINANCIAL : Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

08/05/2014 | 03:20pm US/Eastern

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2014, State Auto Financial Corporation (the "Company") issued a press release disclosing the Company's results of operations for the three- and six-month periods ended June 30, 2014 (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 June 30, 2014 and 2013, GAAP net income (loss) was $0.07 per diluted share and $0.15 per diluted share, respectively, while net income (loss) from operations was $(0.01) per diluted share and $0.13 per diluted share for the same respective periods. For the three-month period ended June 30, 2014 and 2013, realized capital gains, net of applicable taxes, increased the GAAP net income per diluted share by $0.08 and $0.02, respectively.

Management uses net income (loss) from operations because it believes this calculation better indicates the Company's operating performance than GAAP net income (loss) in that net income (loss) from operations excludes the sometimes volatile realized capital gains/losses, net of applicable federal income taxes, that can produce inconsistent results.

Item 7.01. Regulation FD Disclosure.

The Company's management conducted a conference call on July 31, 2014, at approximately 11:00 a.m., ET, to review the Company's financial results for the three- and six-month periods ended June 30, 2014, 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.

In addition to the Consolidated Statements of Income and reconciliation schedules included with the Release, the Company makes available on its website additional supplemental schedules containing financial information for the Company. This information is available at www.stateauto.com by clicking "News Releases" under the "Investors" tab.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

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Exhibit No.                                  Description

99.1              Press release issued by State Auto Financial Corporation on July
                  31, 2014, regarding results of operations for the three- and
                  six-month periods ended June 30, 2014.

99.2              Transcript of conference call held by management of State Auto
                  Financial Corporation on July 31, 2014.

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