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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
 
 

FORM 10-Q

 
 
 

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


For the Quarterly Period Ended
March 31, 2004

Commission File
No. 1-13653


AMERICAN FINANCIAL GROUP, INC.


Incorporated under
the Laws of Ohio

 IRS Employer I.D.
No. 31-1544320



One East Fourth Street, Cincinnati, Ohio 45202

(513) 579-2121

 

 

 

 

 

       Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes   X      No       

       Indicate by check mark whether the Registrant is an accelerated filer. Yes   X      No       

       As of May 1, 2004, there were 73,372,953 shares of the Registrant's Common Stock outstanding, excluding 9,953,392 shares owned by a subsidiary.

 

 

 

 

 


AMERICAN FINANCIAL GROUP, INC.

TABLE OF CONTENTS

 

 

 

Page 

Part I - Financial Information

 

  Item 1 - Financial Statements:

 

                Consolidated Balance Sheet

2 

                Consolidated Statement of Earnings

3 

                Consolidated Statement of Changes in Shareholders' Equity

4 

                Consolidated Statement of Cash Flows

5 

                Notes to Consolidated Financial Statements

6 

  Item  2 - Management's Discussion and Analysis of Financial Condition

 

            and Results of Operations

18 

  Item  3 - Quantitative and Qualitative Disclosure of Market Risk

30 

  Item  4 - Controls and Procedures

30 

Part II - Other Information

 

  Item  6 - Exhibits and Reports on Form 8-K

31 

  Signature

32 

   

                                                               

 
   

 

 

AMERICAN FINANCIAL GROUP, INC. 10-Q

PART I

FINANCIAL INFORMATION

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Dollars In Thousands)

 

March 31,

December 31,

 

       2004 

       2003 

Assets:

   

  Cash and short-term investments

$   485,416 

$   593,552 

  Investments:

   

   Fixed maturities:

   

    Available for sale - at market

 

 

    (amortized cost - $12,082,253 and $11,724,181)

12,653,253 

12,101,981 

    Trading - at market

223,419 

195,390 

   Other stocks - at market

 

 

    (cost - $293,033 and $258,466)

550,233 

454,866 

   Policy loans

214,859 

215,571 

   Real estate and other investments

    272,382 

    266,435 

       Total cash and investments

14,399,562 

13,827,795 

  Recoverables from reinsurers and prepaid

   

   reinsurance premiums

2,900,249 

3,131,775 

  Agents' balances and premiums receivable

498,250 

502,458 

  Deferred acquisition costs

899,934 

851,199 

  Other receivables

242,421 

320,517 

  Assets of managed investment entity

404,152 

424,669 

  Variable annuity assets (separate accounts)

587,350 

568,434 

  Prepaid expenses, deferred charges and other assets

283,704 

402,081 

  Goodwill

    169,026 

    168,330 

     
 

$20,384,648 

$20,197,258 

     

Liabilities and Capital:

   

  Unpaid losses and loss adjustment expenses

$ 4,810,272 

$ 4,909,109 

  Unearned premiums

1,618,070 

1,594,839 

  Annuity benefits accumulated

7,104,643 

6,974,629 

  Life, accident and health reserves

1,033,947 

1,018,861 

  Payable to reinsurers

302,915 

408,518 

  Long-term debt:

 

 

    Holding company

684,703 

574,618 

    Subsidiaries

347,883 

262,244 

  Payable to subsidiary trusts (issuers of preferred

   

    securities)

77,800 

265,472 

  Liabilities of managed investment entity

384,424 

406,547 

  Variable annuity liabilities (separate accounts)

587,350 

568,434 

  Accounts payable, accrued expenses and other 

   

    liabilities

    953,455 

    950,267 

        Total liabilities

17,905,462 

17,933,538 

     

  Minority interest

207,822 

187,559 

     

  Shareholders' Equity:

   

    Common Stock, no par value

   

      - 200,000,000 shares authorized

   

      - 73,313,545 and 73,056,085 shares outstanding

73,314 

73,056 

    Capital surplus

1,041,963 

1,035,784 

    Retained earnings

728,787 

664,721 

    Unrealized gain on marketable securities, net

    427,300 

    302,600 

        Total shareholders' equity

  2,271,364 

  2,076,161 

     
 

$20,384,648 

$20,197,258 

2

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EARNINGS

(In Thousands, Except Per Share Data)

 

 

Three months ended   

 

        March 31,      

 

2004 

2003 

Income:

   

  Property and casualty insurance premiums

$486,801 

$542,785 

  Life, accident and health premiums

90,325 

79,510 

  Investment income

192,087 

201,879 

  Realized gains (losses) on:

 

 

    Securities

36,216 

1,733 

    Subsidiary

-    

(39,386)

  Revenues of managed investment entity

4,891 

-    

  Other income

  63,973 

  53,401 

 

874,293 

839,922 

Costs and Expenses:

   

  Property and casualty insurance:

   

    Losses and loss adjustment expenses

309,630 

370,912 

    Commissions and other underwriting expenses

146,997 

156,391 

  Annuity benefits

72,266 

74,847 

  Life, accident and health benefits

69,314 

63,096 

  Annuity and life acquisition expenses

30,154 

26,298 

  Interest charges on borrowed money

17,088 

13,048 

  Interest on subsidiary trust obligations

4,461 

-    

  Expenses of managed investment entity

3,382 

-    

  Other operating and general expenses

 102,733 

  97,850 

 756,025 

 802,442 

     

Operating earnings before income taxes

118,268 

37,480 

Provision for income taxes

  37,382 

   5,634 

     

Net operating earnings

80,886 

31,846 

     

Minority interest expense, net of tax

(5,504)

(7,582)

Equity in net earnings (losses) of investees, net of tax

    (918)

     557 

Earnings from continuing operations

74,464 

24,821 

Discontinued operations

573 

299 

Cumulative effect of accounting change

  (1,837)

    -    

     

Net Earnings

$ 73,200 

$ 25,120 

     

Basic earnings per Common Share:

   

  Continuing operations

$1.02 

$.36 

  Discontinued operations

.01 

-  

  Cumulative effect of accounting change

 (.03)

  -  

  Net earnings available to Common Shares

$1.00 

$.36 

     

Diluted earnings per Common Share:

   

  Continuing operations

$1.00 

$.36 

  Discontinued operations

 .01 

-  

  Cumulative effect of accounting change

 (.03)

  -  

  Net earnings available to Common Shares

$ .98 

$.36 

Average number of Common Shares:

   

  Basic

73,172 

69,289 

  Diluted

74,344 

69,403 

Cash dividends per Common Share

$.125 

$.125 

     

3

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in Thousands)

 

   

Common Stock 

 

Unrealized 

 
 

Common 

and Capital 

Retained 

Gain on 

 
 

    Shares 

     Surplus 

Earnings 

Securities 

     Total 

Balance at January 1, 2004

73,056,085 

$1,108,840 

$664,721 

$302,600 

$2,076,161 

           

Net earnings

-    

-    

73,200 

-    

73,200 

Change in unrealized

-    

-    

-    

124,700 

   124,700 

  Comprehensive income

       

197,900 

           

Dividends on Common Stock

-    

-    

(9,134)

-    

(9,134)

Shares issued:

         

  Exercise of stock options

173,950 

4,028 

-    

-    

4,028 

  Dividend reinvestment plan

4,233 

112 

-    

-    

112 

  Employee stock purchase plan

6,683 

189 

-    

-    

189 

  Retirement plan contributions

37,468 

1,095 

-    

-    

1,095 

  Deferred compensation distributions

33,620 

959 

-    

-    

959 

  Directors fees paid in stock

1,506 

39 

-    

-    

39 

Other

      -    

        15 

    -    

    -    

        15 

           

Balance at March 31, 2004

73,313,545 

$1,115,277 

$728,787 

$427,300 

$2,271,364 

           
           
           
           
           

Balance at January 1, 2003

69,129,352 

$  992,171 

$409,777 

$323,900 

$1,725,848 

           

Net earnings

-    

-    

25,120 

-    

25,120 

Change in unrealized

-    

-    

-    

(31,000)

   (31,000)

  Comprehensive income (loss)

       

(5,880)

           

Dividends on Common Stock

-    

-    

(8,642)

-    

(8,642)

Shares issued:

         

  Dividend reinvestment plan

103,492 

2,110 

-    

-    

2,110 

  Employee stock purchase plan

12,157 

256 

-    

-    

256 

  Retirement plan contributions

278,434 

5,437 

-    

-    

5,437 

  Deferred compensation distributions

3,300 

71 

-    

-    

71 

  Directors fees paid in stock

1,050 

24 

-    

-    

24 

Shares acquired and retired

(4)

-    

-    

-    

-    

Other

      -    

    (2,321)

    -    

    -    

    (2,321)

           

Balance at March 31, 2003

69,527,781 

$  997,748 

$426,255 

$292,900 

$1,716,903 

           
           

 

 

4

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

 

Three months ended     

 

          March 31,        

 

2004 

2003 

Operating Activities:

  Net earnings

$   73,200 

$   25,120 

  Adjustments:

   

    Cumulative effect of accounting change

1,837 

-    

    Equity in net (earnings) losses of investees

918 

(557)

    Minority interest

5,504 

2,569 

    Depreciation and amortization

39,075 

41,300 

    Annuity benefits

72,266 

74,847 

    Realized (gains) losses on investing activities

(39,764)

37,130 

    Deferred annuity and life policy acquisition costs

(30,756)

(44,748)

    Decrease (increase) in reinsurance and other receivables

324,344 

(195,939)

    Decrease in other assets

28,958 

28,610 

    Increase (decrease) in insurance claims and reserves

(58,608)

235,949 

    Increase (decrease) in payable to reinsurers

(105,603)

8,490 

    Increase (decrease) in other liabilities

(19,849)

53,575 

    Other, net

   (20,851)

     3,198 

 

   270,671 

   269,544 

     

Investing Activities:

   

  Purchases of and additional investments in:

   

    Fixed maturity investments

(1,686,323)

(1,817,002)

    Equity securities

(44,584)

(8,168)

    Subsidiary

(10,382)

-    

    Real estate, property and equipment

(3,277)

(5,124)

  Maturities and redemptions of fixed maturity

   

    investments

276,096 

522,366 

  Sales of:

   

    Fixed maturity investments

1,095,928 

873,948 

    Equity securities

14,662 

1,820 

    Subsidiaries

-    

186,269 

    Real estate, property and equipment

2,768 

386 

  Cash and short-term investments of acquired

   

    (former) subsidiaries, net

1,295 

(86,781)

  Decrease (increase) in other investments

    (9,596)

     4,656 

 

  (363,413)

  (327,630)

Financing Activities:

   

  Fixed annuity receipts

152,932 

214,519 

  Annuity surrenders, benefits and withdrawals

(159,367)

(140,294)

  Net transfers from (to) variable annuity assets

(3,698)

8,629 

  Additional long-term borrowings

194,733 

18,311 

  Reductions of long-term debt

(6,114)

(171,601)

  Repurchases of trust preferred securities

(188,961)

-    

  Issuances of Common Stock

3,891 

217 

  Cash dividends paid on Common Stock

(9,022)

(6,532)

  Other, net

       212 

      (167)

 

   (15,394)

   (76,918)

     

Net Decrease in Cash and Short-term Investments

(108,136)

(135,004)

     

Cash and short-term investments at beginning

   

  of period

   593,552 

   871,103 

     

Cash and short-term investments at end of period

$  485,416 

$  736,099 

5

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

_________________________________________________________________________________

INDEX TO NOTES

A.

Accounting Policies

H.

Minority Interest

B.

Acquisitions and Sales of Subsidiaries

I.

Shareholders' Equity

C.

Segments of Operations

J.

Discontinued Operation

D.

Deferred Acquisition Costs

K.

Equity in Net Earnings (Losses)

E.

Managed Investment Entity

 

of Investees

F.

Long-Term Debt

L.

Commitments and Contingencies

G.

Payable to Subsidiary Trusts

   
 

(Issuers of Preferred Securities)

   

________________________________________________________________________________

  1. Accounting Policies
  2. Basis of Presentation  The accompanying consolidated financial statements for American Financial Group, Inc. ("AFG") and subsidiaries are unaudited; however, management believes that all adjustments (consisting only of normal recurring accruals unless otherwise disclosed herein) necessary for fair presentation have been made. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. The financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary to be in conformity with generally accepted accounting principles.

    Certain reclassifications have been made to prior years to conform to the current year's presentation. All significant intercompany balances and transactions have been eliminated. All acquisitions have been treated as purchases. The results of operations of companies since their formation or acquisition are included in the consolidated financial statements.

    The preparation of the financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in circumstances could cause actual results to differ materially from those estimates.

    Subsidiary Realignment  In the fourth quarter of 2003, AFG merged with two of its subsidiaries, American Financial Corporation ("AFC") and AFC Holding Company, with AFC's Series J Preferred stock exchanged for approximately 3.3 million shares of AFG Common Stock (aggregate value of $75 million). In addition, approximately $170 million in deferred tax liabilities associated with AFC's holding of AFG stock were eliminated. As of January 31, 2004, American Premier Underwriters, Inc. ("APU", a wholly-owned subsidiary) paid an extraordinary dividend consisting of approximately two-thirds of its assets, including insurance subsidiaries, to its immediate parent, APU Holding Company, and retained sufficient assets to enable it to meet its estimated liabilities.

    Investments  Fixed maturity securities classified as "available for sale" are reported at fair value with unrealized gains and losses reported as a separate component of shareholders' equity. Fixed maturities classified as "trading" are reported at fair value with changes in unrealized holding gains or losses during the period included in investment income. Short-term investments are carried at cost; loans receivable are carried primarily at the aggregate unpaid balance. Premiums and discounts on mortgage-backed securities are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations. The most significant determinants of prepayments are the difference between interest rates on the underlying mortgages and

    current mortgage loan rates and the structure of the security. Other factors affecting prepayments include the size, type and age of underlying mortgages,

    6

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    the geographic location of the mortgaged properties and the creditworthiness of the borrowers. Variations from anticipated prepayments will affect the life and yield of these securities.

    Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other than temporary, a provision for impairment is charged to earnings (included in realized gains) and the cost basis of that investment is reduced.

    Derivatives  Derivatives included in AFG's Balance Sheet consist primarily of (i) the interest component of certain life reinsurance contracts (included in other liabilities), (ii) an interest rate swap (included in debt), and (iii) the equity-based component of certain annuity products (included in annuity benefits accumulated) and related call options (included in other investments) designed to be consistent with the characteristics of the liabilities and used to mitigate the risk embedded in those annuity products. Changes in the fair value of derivatives are included in current earnings.

    The terms of the interest rate swap match those of the hedged debt; therefore, the swap is considered to be (and is accounted for as) a 100% effective fair value hedge. Both the swap and the hedged debt are adjusted for changes in fair value by offsetting amounts. Accordingly, since the swap is included with long-term debt in the Balance Sheet, the only effect on AFG's financial statements is that the interest expense on the hedged debt is recorded based on the variable rate.

    Managed Investment Entity  The Financial Accounting Standards Board ("FASB") issued revised Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities" ("VIEs") in December 2003. FIN 46 sets forth the requirements for consolidating entities that do not share economic risk and reward through typical equity ownership, but rather through contractual relationships that distribute economic risks and rewards among various parties. Once an entity is determined to be a VIE, it is generally required to be consolidated by the primary beneficiary (the party with a majority of either the expected losses or residual rewards or both). Under FIN 46, AFG is considered to be the primary beneficiary of a collateralized debt obligation ("CDO") in which it owns subordinated notes (considered equity) representing approximately two-thirds of the CDO's equity (but less than 50% of the voting power) and 5 % of the total notes issued by the CDO. Accordingly, AFG implemented FIN 46 effective December 31, 2003. Since AFG has no right to use the CDO assets and the CDO liabilities can be extinguished only by using CDO assets, the assets and liabilities of the CDO are shown separate from AFG's other assets and liabilities in the Balance Sheet. Income and expenses of the CDO are shown separately in the Statement of Earnings; related minority interest is shown in Note H under "Minority Interest Expense."

    Goodwill  Goodwill represents the excess of cost of subsidiaries over AFG's equity in their underlying net assets. Goodwill is not amortized but is subject to an impairment test at least annually.

    Insurance  As discussed under "Reinsurance" below, unpaid losses and loss adjustment expenses and unearned premiums have not been reduced for reinsurance recoverable.

    7

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

           Reinsurance  Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. AFG's insurance subsidiaries report as assets (a) the estimated reinsurance recoverable on unpaid losses, including an estimate for losses incurred but not reported, and (b) amounts paid to reinsurers applicable to the unexpired terms of policies in force. Payable to reinsurers includes ceded premiums retained by AFG's property and casualty insurance subsidiaries under contracts to fund ceded losses as they become due. AFG's insurance subsidiaries also assume reinsurance from other companies. Income on reinsurance assumed is recognized based on reports received from ceding companies.

    Subsidiaries of Great American Financial Resources, Inc. ("GAFRI"), an 82%-owned subsidiary, cede life insurance policies to a third party on a funds withheld basis whereby GAFRI retains the assets (securities) associated with the reinsurance contracts. Interest is credited to the reinsurer based on the actual investment performance (including realized gains and losses) of the retained assets. Effective October 1, 2003, GAFRI implemented SFAS No. 133 Implementation Issue B36 ("B36"). Under B36, these reinsurance contracts are considered to contain embedded derivatives (that must be marked to market) because the yield on the payables is based on specific blocks of the ceding companies' assets, rather than the overall creditworthiness of the ceding company. GAFRI determined that changes in the fair value of the underlying portfolios of fixed maturity securities is an appropriate measure of the value of the embedded derivative. As permitted under B36, GAFRI reclassified the securities related to these transactions from "available for sale" to "trading". The mark to market on the embedded derivatives offsets the investment income recorded on the mark to market of the related trading portfolios.

           Deferred Policy Acquisition Costs ("DPAC")  Policy acquisition costs (principally commissions, premium taxes and other marketing and underwriting expenses) related to the production of new business are deferred. For the property and casualty companies, DPAC is limited based upon recoverability without any consideration for anticipated investment income and is charged against income ratably over the terms of the related policies.

    DPAC related to annuities and universal life insurance products is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of expected gross profits on the policies. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, such adjustments are reflected as components of realized gains. DPAC related to annuities is also adjusted, net of tax, for the change in amortization that would have been recorded if the unrealized gains (losses) from securities had actually been realized. This adjustment is included in "Unrealized gain on marketable securities, net" in the shareholders' equity section of the Balance Sheet.

    DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues.

    DPAC includes the present value of future profits on business in force of insurance companies acquired by GAFRI, which represents the portion of the costs to acquire companies that is allocated to the value of the right to receive future cash flows from insurance contracts existing at the date of acquisition. The present value of future profits is amortized with interest in relation to expected gross profits of the acquired policies for annuities and universal life products and in relation to the premium paying period for traditional life and health insurance products.

    8

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

           Annuity and Life Acquisition Expenses  Annuity and life acquisition expenses on the Statement of Earnings consists primarily of amortization of DPAC related to the annuity and life, accident and health businesses. This line item also includes certain marketing and commission costs that are expensed as paid.

           Unpaid Losses and Loss Adjustment Expenses  The net liabilities stated for unpaid claims and for expenses of investigation and adjustment of unpaid claims are based upon (a) the accumulation of case estimates for losses reported prior to the close of the accounting period on direct business written; (b) estimates received from ceding reinsurers and insurance pools and associations; (c) estimates of unreported losses based on past experience; (d) estimates based on experience of expenses for investigating and adjusting claims; and (e) the current state of the law and coverage litigation. Establishing reserves for asbestos and environmental claims involves considerably more judgment than other types of claims due to, among other things, inconsistent court decisions, an increase in bankruptcy filings as a result of asbestos-related liabilities, novel theories of coverage, and judicial interpretations that often expand theories of recovery and broaden the scope of coverage.

    Loss reserve liabilities are subject to the impact of changes in claim amounts and frequency and other factors. Changes in estimates of the liabilities for losses and loss adjustment expenses are reflected in the Statement of Earnings in the period in which determined. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and loss adjustment expenses are adequate.

           Annuity Benefits Accumulated  Annuity receipts and benefit payments are recorded as increases or decreases in "annuity benefits accumulated" rather than as revenue and expense. Increases in this liability for interest credited are charged to expense and decreases for surrender charges are credited to other income.

           Life, Accident and Health Reserves  Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations. Reserves established for accident and health claims are modified as necessary to reflect actual experience and developing trends.

           Variable Annuity Assets and Liabilities  Separate accounts related to variable annuities represent the market value of deposits invested in underlying investment funds on which GAFRI earns a fee. Investment funds are selected and may be changed only by the policyholder, who retains all investment risk.

           Premium Recognition  Property and casualty premiums are earned generally over the terms of the policies on a pro rata basis. Unearned premiums represent that portion of premiums written which is applicable to the unexpired terms of policies in force. On reinsurance assumed from other insurance companies or written through various underwriting organizations, unearned premiums are based on reports received from such companies and organizations. For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders. For interest-sensitive life and universal life products, premiums are recorded in a policyholder account which is reflected as a liability. Revenue is recognized as amounts are assessed against the policyholder account for mortality coverage and contract expenses.

    9

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

           Policyholder Dividends  Dividends payable to policyholders are included in "Accounts payable, accrued expenses and other liabilities" and represent estimates of amounts payable on participating policies which share in favorable underwriting results. Estimates are accrued during the period in which premiums are earned. Changes in estimates are included in income in the period determined. Policyholder dividends do not become legal liabilities unless and until declared by the boards of directors of the insurance companies.

    Payable to Subsidiary Trusts (Issuers of Preferred Securities)  Under FIN 46, AFG deconsolidated wholly-owned subsidiary trusts because they are "variable interest entities" in which AFG is not considered to be the primary beneficiary. These subsidiary trusts were formed to issue preferred securities and, in turn, purchase a like amount of subordinated debt from their parent company which provides interest and principal payments to fund the respective trust obligations. Accordingly, the subordinated debt due to the trusts is shown as a liability in AFG's Balance Sheet, and beginning in 2004, the related interest expense is shown in AFG's Statement of Earnings as "interest on subsidiary trust obligations." Prior to 2004, this interest was included in the Statement of Earnings as minority interest expense, net of tax. Implementation of FIN 46 with respect to the preferred securities had no effect on net earni ngs.

    Minority Interest  For balance sheet purposes, minority interest represents the interests of noncontrolling shareholders in AFG subsidiaries. For income statement purposes, minority interest expense represents those shareholders' interest in the earnings of AFG subsidiaries. See "Payable to Subsidiary Trusts" above.

    Income Taxes  Prior to the AFG/AFC merger in November 2003, AFC filed consolidated federal income tax returns which included all 80%-owned U.S. subsidiaries, except for certain life insurance subsidiaries and their subsidiaries. Because holders of AFC Preferred Stock held in excess of 20% of AFC's voting rights, AFG (parent) and AFC Holding were not eligible to file consolidated returns with AFC, and therefore, filed separately. Following the AFG/AFC merger, AFG will file consolidated federal income tax returns which will include the companies previously included in the AFC consolidated return.

    Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. Deferred tax assets are recognized if it is more likely than not that a benefit will be realized.

    Stock-Based Compensation  As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation," AFG accounts for stock options and other stock-based compensation plans using the intrinsic value based method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Under AFG's stock option plan, options are granted to officers, directors and key employees at exercise prices equal to the fair value of the shares at the dates of grant. No compensation expense is recognized for stock option grants. On March 31, 2004, the FASB issued a proposal that would require AFG to recognize the fair value of employee stock options as compensation expense beginning in 2005.

    10

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    The following table illustrates the effect on net earnings (in thousands) and earnings per share had compensation cost been recognized and determined based on the "fair values" at grant dates consistent with the method prescribed by SFAS No. 123. For SFAS No. 123 purposes, the "fair value" of $8.92 per option granted in the first quarter of 2004 and $5.60 in the first quarter of 2003 was calculated using the Black-Scholes option pricing model and the following assumptions: dividend yield of 2%; expected volatility of 29% in 2004 and 30% in 2003; risk-free interest rate of 3.7% for 2004 and 3.6% for 2003; and expected option life of 7.5 years in 2004 and 7.4 years in 2003. There is no single reliable method to determine the actual value of options at grant date. Accordingly, actual value of the option grants may be higher or lower than the SFAS No. 123 "fair value".

     

    Three months ended 

     

          March 31,    

     

    2004 

    2003 

    Net earnings, as reported

    $73,200 

    $25,120 

    Pro forma stock option expense, net of tax

     (1,217)

     (1,521)

         

    Adjusted net earnings

    $71,983 

    $23,599 

         

    Earnings per share (as reported):

       

      Basic

    $1.00 

    $0.36 

      Diluted

    $0.98 

    $0.36 

         

    Earnings per share (adjusted):

       

      Basic

    $0.98 

    $0.34 

      Diluted

    $0.97 

    $0.34 

         

    Benefit Plans  AFG provides retirement benefits to qualified employees of participating companies through the AFG Retirement and Savings Plan, a defined contribution plan. AFG makes all contributions to the retirement fund portion of the plan and matches a percentage of employee contributions to the savings fund. Employees have been permitted to direct the investment of their contributions to independently managed investment funds, while Company contributions have been invested primarily in securities of AFG and affiliates. Employees may direct the investment of their vested retirement fund account balances from securities of AFG and its affiliates to independently managed investment funds. As of March 31, 2004, the Plan held 11% of AFG's outstanding Common Stock. Company contributions are expensed in the year for which they are declared.

    AFG and many of its subsidiaries provide health care and life insurance benefits to eligible retirees. AFG also provides postemployment benefits to former or inactive employees (primarily those on disability) who were not deemed retired under other company plans. The projected future cost of providing these benefits is expensed over the period employees earn such benefits.

    Discontinued Operations  SFAS No. 144, "Accounting For the Impairment or Disposal of Long-Lived Assets," broadens the definition of what constitutes a discontinued operation to include a component of an entity (rather than a segment of a business). A component of an entity may be a reportable segment, a subsidiary or an asset group. Under SFAS No. 144, future operating losses of discontinued entities are no longer recognized before they occur.

    11

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    Earnings Per Share  Basic earnings per share is calculated using the weighted average number of shares of common stock outstanding during the period. The calculation of diluted earnings per share includes 1,172,000 shares in 2004 and 114,000 shares in 2003 representing the dilutive effect of common stock options.

    Statement of Cash Flows  For cash flow purposes, "investing activities" are defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. "Financing activities" include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, benefits and withdrawals are also reflected as financing activities. All other activities are considered "operating". Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements.

  3. Acquisitions and Sales of Subsidiaries

Fidelity Excess and Surplus Insurance Company  In June 2003, AFG sold Fidelity Excess and Surplus Insurance Company, an inactive subsidiary, for $28.9 million, realizing a pretax gain of $4.3 million. AFG retained all liability for Fidelity's business related to the period AFG owned the company.

Direct automobile insurance business  In April 2003, AFG sold two of its subsidiaries that market automobile insurance directly to customers for $32.2 million, realizing a pretax gain of $3.4 million on the sale. The transaction included the transfer of the right of Great American Insurance Company ("GAI"), an AFG subsidiary, to renew certain of its personal automobile insurance business written on a direct basis in selected markets.

Infinity Property and Casualty Corporation  On December 31, 2002, AFG transferred to Infinity Property and Casualty Corporation ("Infinity", a newly formed subsidiary) subsidiaries involved primarily in the issuance of nonstandard auto policies. Effective January 1, 2003, GAI transferred to Infinity its personal insurance business written through independent agents. In February 2003, AFG sold 61% of Infinity in a public offering for net proceeds of $186.3 million, realizing a pretax loss of $39.4 million on the sale. In addition, AFG realized a $5.5 million tax benefit related to its basis in Infinity stock. In December 2003, AFG sold its remaining share of Infinity for net proceeds of $214 million, realizing a pretax gain of $56.5 million on the sale.

  1. Segments of Operations  AFG manages its business as three segments: (i) property and casualty insurance, (ii) annuity, supplemental insurance and life, and (iii) other, which includes holding company costs, and beginning in 2004, the operations of a CDO that AFG manages.

Since AFG disposed of substantially all of its Personal insurance business in 2003, it has revised its reporting of the Specialty insurance business into the following components: (i) Property and Transportation which includes inland and ocean marine, agricultural-related business and commercial automobile, (ii) Specialty Casualty which includes executive and professional liability, umbrella and excess liability and excess and surplus, (iii) Specialty Financial which includes fidelity and surety bonds and collateral protection and (iv) California Workers' Compensation. AFG's reportable segments and their components were determined based primarily upon similar economic characteristics, products and services.

12

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

AFG's annuity, supplemental insurance and life business markets primarily retirement annuities and various forms of supplemental insurance and life products.

The following tables (in thousands) show AFG's revenues and operating profit (loss) by significant business segment and sub-segment. Operating profit (loss) represents total revenues less operating expenses.

 

Three months ended   

 
 

        March 31,      

 
 

2004 

2003  

   

Revenues (a)

       

Property and casualty insurance:

       

  Premiums earned:

       

    Specialty

 

 

   

      Property and transportation

$124,916 

$132,194  

   

      Specialty casualty

174,494 

155,600  

   

      Specialty financial

84,362 

59,234  

   

      California workers' compensation

77,429 

58,786  

   

      Other

20,617 

22,034  

   

    Personal

4,981 

114,938  

   

    Other lines

       2 

      (1

   
 

486,801 

542,785  

   

  Investment income

63,725 

70,199  

   

  Realized gains (losses)

25,995 

15,236  

   

  Other income

  42,605 

  32,948  

   
 

619,126 

661,168  

   

Annuities, life and health (b)

247,012 

220,946  

   

Other (c)

   8,155 

 (42,192

   
 

$874,293 

$839,922  

   
         

Operating Profit (Loss)

       

Property and casualty insurance:

       

  Underwriting:

       

    Specialty

       

      Property and transportation

$ 20,659 

$  5,242  

   

      Specialty casualty

10,793 

(1,228) 

   

      Specialty financial

(754)

(5,699) 

   

      California workers' compensation

3,739 

4,717  

   

      Other

(1,816)

6,489  

   

    Personal

(44)

5,212  

   

    Other lines (d)

 (2,403)

     749  

   
 

30,174 

15,482  

   

  Investment and other income

  80,948 

  69,728  

   
 

111,122 

85,210  

   

Annuities, life and health

29,087 

15,563  

   

Other (c)

 (21,941)

 (63,293

   
 

$118,268 

$ 37,480  

   
         

(a)  Revenues include sales of products and services as well as other

     income earned by the respective segments.

(b)  Investment income comprises the majority of these revenues. Includes

     impairment charges of $1.2 million and $21.7 million for the three

     months ended March 31, 2004 and 2003, respectively.

(c)  Other revenues and operating profit (loss) for 2003 include the loss on

     the public offering of Infinity. Operating profit (loss) includes

     holding company expenses.

(d)  Represents development of lines in "run-off"; AFG has ceased underwriting

     new business in these operations.

13

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

  1. Deferred Acquisition Costs  Included in deferred acquisition costs in AFG's Balance Sheet are $56.3 million and $57.9 million at March 31, 2004, and December 31, 2003, respectively, representing the present value of future profits ("PVFP") related to acquisitions by AFG's annuity and life business. The PVFP amounts are net of $67.4 million and $65.8 million of accumulated amortization. Amortization of the PVFP was $1.6 million and $2.2 million during the first three months of 2004 and 2003. During each of the next five years, the PVFP is expected to decrease at a rate of approximately 14% of the balance at the beginning of each respective year.
  2. Managed Investment Entity  AFG has an investment in, and acts as investment manager for, a CDO of which AFG has been determined to be the "primary beneficiary". Under FIN 46, AFG began consolidating the CDO on December 31, 2003.
  3. Upon formation in 1999, the CDO issued securities in various senior and subordinate classes and the proceeds were invested in primarily floating rate, secured bank loans, and to a lesser extent, high yield bonds, all of which serve as collateral for the securities issued by the CDO. None of the collateral was purchased from AFG. Income from the CDO's investments is used to service its debt and pay other operating expenses, including management fees to AFG. AFG's investment in this CDO is subordinate to the senior classes (approximately 92% of the total securities) issued by the CDO. To the extent there are defaults and unrecoverable losses on the underlying collateral resulting in reduced cash flows, AFG's class would bear losses first.

    The assets (substantially all cash and investments carried at market as "trading securities") of this managed investment entity are separately disclosed in the Balance Sheet because they are not available for use to satisfy AFG obligations. Likewise, the CDO liabilities (substantially all debt) are separately disclosed because they represent claims against only the CDO's assets and not against AFG's other assets. Accordingly, AFG's exposure to loss on this investment is limited to its investment (approximately $11.5 million at March 31, 2004).

    Beginning in 2004, the operating results of the CDO are included in AFG's Statement of Earnings. However, due to the non-recourse nature of the instruments issued by the CDO, any excess losses included in AFG's results that are not absorbed by AFG's investment over the life of the CDO will ultimately reverse when the CDO is liquidated. Accordingly, while implementation of FIN 46 impacts the timing of income recognition, it does not impact the overall amount of income recognized over the life of this investment.

    AFG is the investment manager and has an investment of $6.3 million in another CDO (included in fixed maturities) at March 31, 2004, which is not required to be consolidated. This CDO was formed in 2000 and had approximately $475 million in investments at March 31, 2004.

    14

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

  4. Long-Term Debt  The carrying value of long-term debt consisted of the following (in thousands):

 

March 31,

December 31,

 

    2004 

       2003 

Holding Company:

   

  AFG 7-1/8% Senior Debentures due April 2009

$296,682 

$301,501 

  AFG Senior Convertible Notes due June 2033

189,857 

189,857 

  AFG 7-1/8% Senior Debentures due February 2034

115,000 

-    

  AFG 7-1/8% Senior Debentures due December 2007

75,100 

75,100 

  Other

   8,064 

   8,160 

     
 

$684,703 

$574,618 

Subsidiaries:

   

  GAFRI 7-1/2% Senior Debentures due November 2033

$112,500 

$112,500 

  GAFRI 6-7/8% Senior Notes due June 2008

100,000 

100,000 

  GAFRI 7-1/4% Senior Debentures due January 2034

86,250 

-    

  Notes payable secured by real estate

26,919 

27,063 

  APU 10-7/8% Subordinated Notes due May 2011

11,415 

11,433 

  Other

  10,799 

  11,248 

     
 

$347,883 

$262,244 

     

At March 31, 2004, sinking fund and other scheduled principal payments on debt for the balance of 2004 and the subsequent five years were as follows (in millions):

 

Holding 

   
 

Company 

Subsidiaries 

 Total 

2004

$   -  

$  1.5 

$  1.5 

2005

-  

11.2 

11.2 

2006

-  

19.4 

19.4 

2007

80.2 

  .1 

80.3 

2008

-  

100.1 

100.1 

2009

298.0 

.1 

298.1 

In the first quarter of 2004, AFG issued $115 million principal amount of 7-1/8% senior debentures due 2034 and GAFRI issued $86.3 million principal amount of
7-1/4% senior debentures due 2034. Proceeds from both offerings were used primarily to redeem at face value a portion of the outstanding trust preferred securities.

GAFRI has entered into interest rate swaps which effectively convert its 6-7/8% Senior Notes to a floating rate of 3-month LIBOR plus 2.9%.

AFG's Senior Convertible Notes were issued at a price of 37.153% of the principal amount due at maturity. Interest is payable semiannually at a rate of 4% of issue price per year through June 2008, after which, interest at 4% annually will be accrued and added to the carrying value of the Notes. The Notes are redeemable at AFG's option at any time on or after June 2, 2008, at accreted value ranging from $371.53 per Note at June 2, 2008 to $1,000 per Note at maturity. Generally, holders may convert each Note into 11.5016 shares of AFG Common Stock (i) if the average market price of AFG Common Stock to be received upon conversion exceeds 120% of the accreted value, (ii) if the credit rating of the Notes is significantly lowered, or (iii) if AFG calls the notes for redemption.

AFG may borrow up to $280 million under its credit agreement. The line consists of two facilities: a 364-day revolving facility, extendable annually, for one-third of the total line and a revolving facility for the remaining two-thirds with

15

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

a maturity in November 2005. Amounts borrowed bear interest at rates ranging from 1.25% to 2.25% over LIBOR based on AFG's credit rating. In addition, GAFRI has an unsecured credit agreement under which it can borrow up to $155 million at floating rates based on prime or Eurodollar rates through December 2004.

  1. Payable to Subsidiary Trusts (Issuers of Preferred Securities)  Wholly-owned subsidiary trusts of AFG and GAFRI have issued preferred securities and, in turn, purchased from their parent company a like amount of subordinated debt which provides interest and principal payments to fund the respective trusts' obligations. The preferred securities must be redeemed upon maturity or redemption of the subordinated debt. AFG and GAFRI effectively provide unconditional guarantees of their respective trusts' obligations.

In accordance with FIN 46, variable interest entities that issued preferred securities subsequent to January 31, 2003, are not consolidated for reporting purposes. Beginning December 31, 2003, previously consolidated subsidiary trusts were deconsolidated for reporting purposes under FIN 46. Accordingly, the subordinated debt due the trusts is shown as a liability in AFG's Balance Sheet. The preferred securities supported by the payable to subsidiary trusts consisted of the following (in thousands):

Date of

 

Amount Outstanding 

Optional             

Issuance     

Issue (Maturity Date)    

3/31/04 

12/31/03 

Redemption Dates     

October 1996

AFG 9-1/8% TOPrS   (2026)

$  -    

$95,459 

Redeemed March 2004  

November 1996

GAFRI 9-1/4% TOPrS (2026)

-    

65,013 

Redeemed March 2004  

March 1997

GAFRI  8-7/8% Pfd  (2027)

42,800 

70,000 

On or after 3/1/2007 

May 2003

GAFRI   7.35% Pfd  (2033)

20,000 

20,000 

On or after 5/15/2008

May 2003

Variable Rate Pfd  (2033)

15,000 

15,000 

On or after 5/23/2008

In 2003, a GAFRI subsidiary and a 68%-owned subsidiary of GAI issued an aggregate of $35 million in trust preferred securities maturing in 2033.

The AFG 9-1/8% trust preferred securities and the GAFRI 9-1/4% trust preferred securities were redeemed at face value in March 2004. In addition, during the first quarter of 2004, GAFRI repurchased $27.2 million of its 8-7/8% preferred securities for $28.5 million in cash.

  1. Minority Interest  Minority interest in AFG's Balance Sheet represents the interest of noncontrolling investors in the following (in thousands):

 

March 31,

December 31,

 

    2004 

       2003 

Subsidiaries' common stock

$200,873 

$180,937 

Managed investment entity

   6,949 

   6,622 

 

$207,822 

$187,559 

     

Minority Interest Expense  Minority interest expense is comprised of (in thousands):

 

Three months ended 

 

     March 31,     

 

2004 

2003 

Interest of noncontrolling investors

   

  in earnings of:

   

    Subsidiaries

$4,827 

$2,569 

    Managed investment entity

677 

-    

Accrued distributions by consolidated

   

  subsidiaries on preferred securities:

   

    Trust issued securities, net of tax

-    

3,570 

    AFC preferred stock

  -    

 1,443 

 

$5,504 

$7,582 

16

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

  1. Shareholders' Equity  At March 31, 2004, the shares of AFG Common Stock outstanding included 1,361,711 shares held by American Premier, its subsidiary, for possible distribution to certain creditors and other claimants upon proper claim presentation and settlement pursuant to the 1978 plan of reorganization of its predecessor, The Penn Central Transportation Company. Shares being held for distribution are not eligible to vote, but otherwise are accounted for as issued and outstanding. AFG is authorized to issue 12.5 million shares of Voting Preferred Stock and 12.5 million shares of Nonvoting Preferred Stock, each without par value.

The Senior Convertible Notes due in 2033 could be converted under certain conditions into 5.9 million shares of AFG Common Stock.

Stock Options  At March 31, 2004, there were 9.5 million shares of AFG Common Stock reserved for issuance upon exercise of stock options. As of that date, options for 8.4 million shares were outstanding. Options generally become exercisable at the rate of 20% per year commencing one year after grant; those granted to non-employee directors of AFG are fully exercisable upon grant. Options generally expire ten years after the date of grant.

  1. Discontinued Operation  In the fourth quarter of 2003, AFG pursued a sale of Transport Insurance Company, an inactive property and casualty subsidiary with only run-off liabilities, including old asbestos and environmental claims. Transport's asbestos and environmental ("A&E") reserves represent approximately one-eighth of AFG's total A&E reserves. Although an agreement has not been finalized, management expects to complete a sale in 2004. In December 2003, AFG recorded a $55 million impairment charge to reduce its investment in Transport to estimated fair value, which was determined based on negotiations with potential buyers. Transport's results are reflected as discontinued for all periods presented in the statement of earnings; balance sheet amounts have not been reclassified.
  2. Equity in Net Earnings (Losses) of Investees  Equity in net earnings (losses) of investees in 2004 represents AFG's share of the losses from a start-up manufacturing business that was formerly a subsidiary. Equity in net losses from this business for the first quarter of 2004 and 2003 were $918,000 and $865,000, respectively.

Included in equity in net earnings of investees for the first quarter of 2003 was $1.4 million representing AFG's equity in net earnings from Infinity after the date of the initial sale of 61% of Infinity in mid-February 2003.

  1. Commitments and Contingencies  There have been no significant changes to the matters discussed and referred to in Note N - "Commitments and Contingencies" of AFG's Annual Report on Form 10-K for 2003.

17

AMERICAN FINANCIAL GROUP, INC. 10-Q

ITEM 2

Management's Discussion and Analysis

of Financial Condition and Results of Operations

_________________________________________________________________________________

INDEX TO MD&A

 

Page

 

Page

Forward-Looking Statements

18 

  Results of Operations

25 

Overview

18 

    General

25 

Critical Accounting Policies

19 

    Income Items

25 

Liquidity and Capital Resources

19 

    Expense Items

28 

  Ratios

19 

    Other Items

29 

  Sources of Funds

20 

  Proposed Accounting Standard

30 

  Investments

20 

   

  Uncertainties

23 

   

_____________________________________________________________________________________________________

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Some of the forward-looking statements can be identified by the use of forward-looking words such as "anticipates", "believes", "expects", "estimates", "intends", "plans", "seeks", "could", "may", "should", "will" or the negative version of those words or other comparable terminology. Examples of such forward-looking statements include statements relating to: expectations concerning market and other conditions and their effect on future premiums, revenues, earnings and investment activities; recoverability of asset values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate increases; and improved loss experience.

Actual results could differ materially from those contained in or implied by such forward-looking statements for a variety of factors including:

The forward-looking statements herein are made only as of the date of this report. AFG assumes no obligation to publicly update any forward-looking statements.

OVERVIEW

Financial Condition

AFG is organized as a holding company with almost all of its operations being conducted by subsidiaries. AFG, however, has continuing cash needs for administrative expenses, the payment of principal and interest on borrowings,

18

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

shareholder dividends, and taxes. Therefore, certain analyses are best done on a parent only basis while others are best done on a total enterprise basis. In addition, since most of its businesses are financial in nature, AFG does not prepare its consolidated financial statements using a current-noncurrent format. Consequently, certain traditional ratios and financial analysis tests are not meaningful.

In the first quarter of 2004, AFG and GAFRI issued just over $200 million in senior debentures and used approximately $189 million of the proceeds to retire higher coupon debt due unconsolidated subsidiary trusts that, in turn, retired preferred securities.

Results of Operations

Through the operations of its subsidiaries, AFG is engaged primarily in property and casualty insurance and in the sale of retirement annuities and supplemental insurance and life products. With the sale of Infinity in 2003, AFG narrowed the focus of its property and casualty business to its specialized commercial products for businesses.

AFG's net earnings for the first three months of 2004 were $73.2 million or $.98 per share, significantly higher than the $25.1 million or $.36 per share recorded in the comparable period in 2003. The improvement results from net realized gains versus net realized losses in the 2003 period and from improved underwriting results.

CRITICAL ACCOUNTING POLICIES

Significant accounting policies are summarized in Note A to the financial statements. The preparation of financial statements requires management to make estimates and assumptions that can have a significant effect on amounts reported in the financial statements. As more information becomes known, these estimates and assumptions could change and thus impact amounts reported in the future. Management believes that the establishment of insurance reserves, especially asbestos and environmental-related reserves, and the determination of "other than temporary" impairment on investments are the two areas where the degree of judgment required to determine amounts recorded in the financial statements make the accounting policies critical. For further discussion of these policies, see "Liquidity and Capital Resources - Investments" and "Liquidity and Capital Resources - Uncertainties."

LIQUIDITY AND CAPITAL RESOURCES

Ratios  AFG's debt to total capital ratio (at the parent holding company level) was approximately 23% at March 31, 2004, and 21% at December 31, 2003.

AFG's ratio of earnings to fixed charges, including annuity benefits as a fixed charge, was 2.20 for the quarter ended March 31, 2004, and 1.69 for the entire year of 2003. Excluding annuity benefits, this ratio was 5.63 and 3.71, respectively. Although the ratio excluding interest on annuities is not required or encouraged to be disclosed under Securities and Exchange Commission rules, it is presented because interest credited to annuity policyholder accounts is not always considered a borrowing cost for an insurance company.

19

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Sources of Funds  Management believes AFG has sufficient resources to meet its liquidity requirements, primarily through funds generated by its subsidiaries' operations. If funds provided by subsidiaries through dividends and tax payments are insufficient to meet fixed charges in any period, AFG would be required to generate cash through borrowings, sales of securities or other assets, or similar transactions.

AFG's bank credit line consists of two facilities: a 364-day revolving facility, extendable annually, for one-third of the total line and a revolving facility for the remaining two-thirds which matures in November 2005. Amounts borrowed bear interest at rates ranging from 1.25% to 2.25% over LIBOR based on AFG's credit rating. This credit agreement provides ample liquidity and can be used to obtain funds for operating subsidiaries or, if necessary, for the parent company. While the credit line provides up to $280 million of availability, there were no borrowings outstanding during the first quarter of 2004. Under a currently effective shelf registration, AFG has the flexibility to issue up to $485 million in additional equity or debt securities as market and other conditions permit.

Investments  AFG's investment portfolio at March 31, 2004, contained $12.7 billion in "Fixed maturities" classified as available-for-sale and $550 million in "Other stocks", all carried at market value with unrealized gains and losses reported as a separate component of shareholders' equity on an after-tax basis. At March 31, 2004, AFG had pretax net unrealized gains of $571 million on fixed maturities and $257 million on other stocks.

Approximately 93% of the fixed maturities held by AFG at March 31, 2004, were rated "investment grade" (credit rating of AAA to BBB) by nationally recognized rating agencies. Investment grade securities generally bear lower yields and lower degrees of risk than those that are unrated and noninvestment grade. Management believes that a high quality investment portfolio should generate a stable and predictable investment return.

Individual portfolio securities are sold creating gains or losses as market opportunities exist. Since all of these securities are carried at market value in the balance sheet, there is virtually no effect on liquidity or financial condition upon the sale and ultimate realization of unrealized gains and losses.

20

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Summarized information for the unrealized gains and losses recorded in AFG's Balance Sheet at March 31, 2004, is shown in the following table (dollars in millions). Approximately $108 million of available-for-sale "Fixed maturities" and $22 million of "Other stocks" had no unrealized gains or losses at March 31, 2004.

 

Securities 

Securities 

 

With    

With    

 

Unrealized 

Unrealized 

 

   Gains   

  Losses   

Available-for-sale Fixed Maturities

   

  Market value of securities

$11,311 

$1,234 

  Amortized cost of securities

$10,714 

$1,260 

  Gross unrealized gain (loss)

$   597 

($   26)

  Market value as % of amortized cost

106%

98%

  Number of security positions

1,738 

144 

  Number individually exceeding

   

    $2 million gain or loss

24 

-    

  Concentration of gains (losses) by

   

    type or industry (exceeding 5% of

   

    unrealized):

   

      Banks, savings and credit institutions

$  80.8 

($  0.4)

      Gas and electric services

73.5 

(3.7)

      Mortgage-backed securities

72.5 

(6.7)

      U.S. government and government agencies

38.5 

(1.5)

      State and municipal

35.4 

(1.9)

      Asset-backed securities

19.3 

(2.9)

      Air transportation (generally collateralized)

8.2 

(3.4)

  Percentage rated investment grade

94%

91%

     

Other Stocks

   

  Market value of securities

$   475 

$   53 

  Cost of securities

$   216 

$   55 

  Gross unrealized gain (loss)

$   259 

($    2)

  Market value as % of cost

220%

97%

  Number individually exceeding

   

    $2 million gain or loss

-    

AFG's investment in equity securities of Provident Financial Group, a Cincinnati-based commercial banking and financial services company, represents $217 million of the $259 million in unrealized gains on other stocks at March 31, 2004. In the first quarter of 2004, Provident announced it was being acquired by National City Corporation. If this transaction is completed, AFG will receive 8.1 million shares ($280 million market value at April 30, 2004) of National City in exchange for its investment in Provident.

21

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

The table below sets forth the scheduled maturities of AFG's available-for-sale fixed maturity securities at March 31, 2004, based on their market values. Asset-backed securities and other securities with sinking funds are reported at average maturity. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.

 

Securities 

Securities 

 

With    

With    

 

Unrealized 

Unrealized 

 

   Gains   

  Losses   

Maturity

   

  One year or less

2%    

3%    

  After one year through five years

28     

20     

  After five years through ten years

33     

12     

  After ten years

 10     

 11     

 

73     

46     

  Mortgage-backed securities

 27     

 54     

 

100%    

100%    

AFG realized aggregate losses of $2.2 million during the first quarter of 2004 on $13.5 million in sales of fixed maturity securities (2 issues/issuers) that had individual unrealized losses greater than $500,000 at December 31, 2003. Market values of both of the issues increased an aggregate of $1.7 million from December 31 to date of sale.

Although AFG had the ability to continue holding these investments, its intent to hold them changed due primarily to deterioration in the issuers' creditworthiness, decisions to lessen exposure to a particular credit or industry, or to modify asset allocation within the portfolio.

The table below (dollars in millions) summarizes the unrealized gains and losses on fixed maturity securities by dollar amount.

       
     

Market 

 

Aggregate 

Aggregate 

Value as 

 

Market 

Unrealized 

% of Cost 

 

    Value 

Gain (Loss) 

    Basis 

Fixed Maturities at March 31, 2004    

     

    

     

Securities with unrealized gains:

     

  Exceeding $500,000 (407 issues)

$ 5,101 

$409 

108.7%

  Less than $500,000 (1,331 issues)

  6,210 

 188 

103.1 

 

$11,311 

$597 

105.6%

    

     

Securities with unrealized losses:

     

  Exceeding $500,000 (16 issues)

$   184 

($ 14)

92.9%

  Less than $500,000 (128 issues)

  1,050 

 (12)

98.9 

 

$ 1,234 

($ 26)

97.9%

    

     

22

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

The following table summarizes (dollars in millions) the unrealized loss for all fixed maturity securities with unrealized losses by issuer quality and length of time those securities have been in an unrealized loss position.

       
     

Market 

 

Aggregate 

Aggregate 

Value as 

 

Market 

Unrealized 

% of Cost 

 

    Value 

Gain (Loss) 

    Basis 

Fixed Maturities with Unrealized

     

  Losses at March 31, 2004        

     

    

     

Investment grade with losses for:

     

  One year or less (92 issues)

$1,043 

($11)

99.0%

  Greater than one year (15 issues)

    77 

 (4)

95.1%

 

$1,120 

($15)

98.7%

    

     

Non-investment grade with losses for:

     

  One year or less (15 issues)

$   44 

($ 3)

93.6%

  Greater than one year (22 issues)

    70 

 (8)

89.7%

 

$  114 

($11)

91.2%

    

     

When a decline in the value of a specific investment is considered to be "other than temporary," a provision for impairment is charged to earnings (accounted for as a realized loss) and the cost basis of that investment is reduced. The determination of whether unrealized losses are "other than temporary" requires judgment based on subjective as well as objective factors. A listing of factors considered and resources used is contained in the discussion of "Investments" under Management's Discussion and Analysis in AFG's 2003 Form 10-K.

Based on its analysis, management believes (i) AFG will recover its cost basis in the securities with unrealized losses and (ii) that AFG has the ability and intent to hold the securities until they mature or recover in value. Should either of these beliefs change with regard to a particular security, a charge for impairment would likely be required. While it is not possible to accurately predict if or when a specific security will become impaired, charges for other than temporary impairment could be material to results of operations in a future period. Management believes it is not likely that future impairment charges will have a significant effect on AFG's liquidity.

Uncertainties  As more fully explained in the following paragraphs, management believes that the areas posing the greatest risk of material loss are the adequacy of its insurance reserves and American Premier's contingencies arising out of its former operations.

Property and Casualty Insurance Reserves  The liabilities for unpaid claims and for expenses of investigation and adjustment of unpaid claims are based upon: (a) the accumulation of case estimates for losses reported prior to the close of the accounting periods on direct business written; (b) estimates received from ceding reinsurers and insurance pools and associations; (c) estimates of unreported losses based on past experience; (d) estimates based on experience of expense for investigating and adjusting claims; and (e) the current state of law and coverage litigation. Using these items as well as historical trends adjusted for changes in underwriting standards, policy provisions, product mix

and other factors, AFG actuaries determine a single or "point" estimate which management utilizes in recording its best estimate of the liabilities. Ranges of loss reserves are not developed by AFG actuaries.

23

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Estimating the liability for unpaid losses and LAE is inherently judgmental and is influenced by factors which are subject to significant variation. Through the use of analytical reserve development techniques, management utilizes items such as the effect of inflation on medical, hospitalization, material, repair and replacement costs, general economic trends and the legal environment.

While current factors and reasonably likely changes in variable factors are considered in estimating the liability for unpaid losses, there is no method or system which can eliminate the risk of actual ultimate results differing from such estimates. As shown in the reserve development table (loss triangle) on page 11 of AFG's 2003 Form 10-K, the original estimates of AFG's liability for losses and loss adjustment expenses, net of reinsurance, over the past 10 years have developed through December 31, 2003, to be deficient (for three years) by as much as 10.4% and redundant (for 7 years) by as much as 7.2% (excluding the effect of special charges for asbestos and environmental exposures). AFG believes this development illustrates the variability in factors considered in estimating its insurance reserves.

Quarterly reviews of unpaid loss and LAE reserves are prepared using standard actuarial techniques. These may include: Case Incurred Development Method; Paid Development Method; Bornhuetter-Ferguson Method; and Incremental Paid LAE to Paid Loss Methods. Generally, data is segmented by major product or coverage within product using countrywide data; however, in some situations data may be reviewed by state or region.

Asbestos and Environmental-related ("A&E") Reserves  Establishing reserves for A&E claims relating to policies and participations in reinsurance treaties and former operations is subject to uncertainties that are significantly greater than those presented by other types of claims. For this group of claims, traditional actuarial techniques that rely on historical loss development trends cannot be used and a meaningful range of loss cannot be estimated. Case reserves and expense reserves are established by the claims department as specific policies are identified. In addition to the case reserves established for known claims, management establishes additional reserves for claims not yet known or reported and for possible development on known claims. These additional reserves are management's best estimate based on its review of industry trends and other industry information about such claims, with d ue consideration to individual claim situations like the A.P. Green case discussed below. Estimating ultimate liability for asbestos claims presents a unique and difficult challenge to the insurance industry due to, among other things, inconsistent court decisions, an increase in bankruptcy filings as a result of asbestos-related liabilities, novel theories of coverage, and judicial interpretations that often expand theories of recovery and broaden the scope of coverage. The casualty insurance industry is engaged in extensive litigation over these coverage and liability issues as the volume and severity of claims against asbestos defendants continue to increase.

While management believes that AFG's reserves for A&E claims are a reasonable estimate of ultimate liability for such claims, actual results may vary materially from the amounts currently recorded due to the difficulty in predicting the number of future claims and the impact of recent bankruptcy filings, and unresolved issues such as whether coverage exists, whether policies are subject to aggregate limits on coverage, whether claims are to be allocated among triggered policies and implicated years, and whether claimants who exhibit no signs of illness will be successful in pursuing their claims.

24

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

In February 2003, Great American Insurance Company entered into an agreement for the settlement of asbestos related coverage litigation under insurance polices issued during the 1970's and 1980's to Bigelow-Liptak Corporation and related companies, subsequently known as A.P. Green Industries, Inc. ("A.P. Green"). Management believes that this settlement will enhance financial certainty and provides resolution to litigation that represents AFG's largest known asbestos-related claim and the only such claim that management believes to be material.

The settlement is for $123.5 million (Great American has the option to pay in cash or over time with 5.25% interest), all of which is covered by reserves established prior to 2003, and anticipated reinsurance recoverables for this matter. The agreement allows up to 10% of the settlement to be paid in AFG Common Stock.

The settlement has received the approval of the bankruptcy court supervising the reorganization of A.P. Green. It remains subject to the confirmation by the bankruptcy court of a plan of reorganization that includes an injunction prohibiting the assertion against Great American of any present or future asbestos personal injury claims under policies issued to A.P. Green and related companies. This process should be completed in 2004. No assurance can be made that a plan of reorganization will be confirmed; no payments are required until completion of the process. If there is no plan confirmation, the outcome of this litigation will again be subject to the complexities and uncertainties associated with a Chapter 11 proceeding and asbestos coverage litigation.

RESULTS OF OPERATIONS

General  Results of operations as shown in the accompanying financial statements are prepared in accordance with generally accepted accounting principles. Many of the line items in the Statement of Earnings are not comparable due to the sale of Infinity in mid-February 2003.

Operating earnings before income taxes increased $80.8 million in the first quarter of 2004 compared to the same period in 2003 due primarily to a $34.5 million improvement in realized gains on securities, a first quarter 2003 $39.4 million pretax loss on the sale of 61% of Infinity and a $14.7 million improvement in property and casualty underwriting results. These items more than offset a $9.8 million decrease in investment income due primarily to lower yields on fixed maturity securities.

Property and Casualty Insurance - Underwriting  Since AFG disposed of substantially all of its Personal insurance business in 2003, it has revised its reporting of the Specialty insurance business into the following components: (i) Property and Transportation which includes inland and ocean marine, agricultural-related business and commercial automobile, (ii) Specialty Casualty which includes executive and professional liability, umbrella and excess liability and excess and surplus, (iii) Specialty Financial which includes fidelity and surety bonds and collateral protection and (iv) California Workers' Compensation.

The Personal group wrote nonstandard and preferred/standard private passenger auto insurance and, to a lesser extent, homeowners' insurance. Nonstandard automobile insurance covers risks not typically accepted for standard automobile coverage because of an applicant's driving record, type of vehicle, age or other criteria.

25

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Performance measures such as underwriting profit or loss and related combined ratios are often used by property and casualty insurers to help users of their financial statements better understand the company's performance. See Note C - "Segments of Operations" for the detail of AFG's operating profit by significant business segment.

Underwriting profitability is measured by the combined ratio which is a sum of the ratios of underwriting losses, loss adjustment expenses, underwriting expenses and policyholder dividends to premiums. When the combined ratio is

under 100%, underwriting results are generally considered profitable; when the ratio is over 100%, underwriting results are generally considered unprofitable. The combined ratio does not reflect investment income, other income or federal income taxes.

Premiums and combined ratios for AFG's property and casualty insurance operations were as follows (dollars in millions):

 

Three months ended 

 
 

     March 31,     

 
 

2004 

2003 

   

Gross Written Premiums (GAAP)

       

Specialty:

       

  Property and transportation

$239.9 

$191.6 

   

  Specialty casualty

363.3 

339.9 

   

  Specialty financial

106.6 

74.2 

   

  California workers' compensation

96.2 

69.6 

   

  Other

    .7 

   1.5 

   

    Total Specialty

806.7 

676.8 

   

Personal (a)

   2.0 

 181.1 

   
 

$808.7 

$857.9 

   

   

       

Net Written Premiums (GAAP)

       

Specialty:

       

  Property and transportation

$146.9 

$124.9 

   

  Specialty casualty

198.3 

165.7 

   

  Specialty financial

90.6 

57.5 

   

  California workers' compensation

84.0 

66.0 

   

  Other

  17.3 

  24.7 

   

    Total Specialty

537.1 

438.8 

   

Personal (a)

   2.0 

 117.9 

   
 

$539.1 

$556.7 

   

   

       

Combined Ratios (GAAP)

       

Specialty:

       

  Property and transportation

83.5%

96.0%

   

  Specialty casualty

93.8 

100.8 

   

  Specialty financial

100.9 

109.6 

   

  California workers' compensation

95.2 

92.0 

   

  Other

108.8 

70.6 

   

    Total Specialty

93.3 

97.9 

   

Personal (a)

100.9 

95.5 

   

Aggregate (including discontinued lines)

93.8%

97.1%

   
         

(a)  Includes the operations of Infinity through the sale date in
     mid-February 2003.

26

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Specialty  The Specialty group's gross written premiums increased approximately 19% for the first quarter of 2004 over the comparable 2003 period reflecting the impact of continuing rate increases and volume growth in certain businesses. Specialty rate increases averaged approximately 11% during the first three months of 2004 and should be approximately 8% for the year. In addition to these items, the 22% increase in net written premiums during the first quarter of 2004 reflects changes in reinsurance agreements.

The Specialty group reported an underwriting profit of $32.6 million for the 2004 first quarter with a combined ratio of 93.3%, an improvement of 4.6 points over the 2003 first quarter, respectively, reflecting less prior year development in 2004 and the impact of rate increases.

Property and transportation gross written premiums increased 25% during the first quarter of 2004 reflecting primarily volume increases in truck, bus and recreational vehicle products and to a lesser extent rate increases. Net written premiums increased 18% as the growth in gross written premiums was partially offset by increased reinsurance coverage. Combined ratios for property and transportation improved to 83.5% in 2004 from 96% in 2003 reflecting a favorable change in prior year development, the effect of a reinsurance profit-sharing agreement and rate increases.

Specialty casualty net written premiums increased 20% in the first quarter of 2004 compared to the same period in 2003 reflecting return premiums from cancellation of certain reinsurance agreements during the first quarter of 2004 and to a lesser extent rate increases. The 7.0 point improvement in the Specialty casualty combined ratio reflects primarily a favorable change in prior year development.

Specialty financial gross written premiums increased 44% during the first quarter of 2004 reflecting substantial volume growth in financial institutions collateral protection products. In addition, net written premiums increased 58% as less reinsurance was in place during the first quarter of 2004 compared to the first quarter of 2003. The combined ratio for Specialty financial improved 8.7 points in the first quarter of 2004 reflecting growth in more profitable products.

The 27% net written premiums growth in California workers' compensation during the first quarter of 2004 is due primarily to rate increases. The 3.2 point deterioration in the combined ratio reflects prior year development in 2004 partially offset by rate increases.

Personal  The Personal group results represent primarily Infinity's underwriting results through the public offering in mid-February 2003 and the direct-to-consumer auto business, which was sold in April 2003.

Investment Income  The decrease in investment income for the first quarter of 2004 compared to the 2003 quarter reflects lower average yields on fixed maturity investments partially offset by higher average investments.

Realized Gains  Realized capital gains have been an important part of the return on investments. Individual assets are sold creating gains and losses as market opportunities exist.

27

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Gains (Losses) on Securities  Realized gains (losses) on securities include provisions for other than temporary impairment of securities still held of $2.0 million in the first quarter of 2004 and $34.9 million in the first quarter of 2003. Impairment charges in 2003 reflect primarily the downturn in the airline industry and writedowns of certain asset-backed securities.

Loss on Sale of Subsidiary  In the first quarter of 2003, AFG recognized a $39.4 million pretax loss on the public offering of 12.5 million shares of Infinity.

Real Estate Operations  AFG's subsidiaries are engaged in a variety of real estate operations including hotels, apartments, office buildings and recreational facilities; they also own several parcels of land. Revenues and expenses of these operations, including gains and losses on disposal, are included in AFG's Statement of Earnings as shown below (in millions).

 

Three months ended 

 
 

     March 31,     

 
 

2004 

2003 

   

Other income

$17.0 

$16.0 

   

Other operating and general expenses

16.1 

16.1 

   

Interest charges on borrowed money

.5 

.6 

   
         

Other income includes net pretax gains on the sale of real estate assets of $1.6 million in the first quarter of 2004 compared to $33,000 for the 2003 period.

Other Income  Other income increased $10.6 million (20%) for the first quarter of 2004 compared to 2003 due primarily to increased revenues earned by the Specialty group's growing warranty business, increased gains from the sale of real estate, and higher fee income in certain other specialty insurance operations, partially offset by the absence of income from Infinity (following its sale in mid-February).

Annuity Benefits  Annuity benefits reflect amounts accrued on annuity policyholders' funds accumulated. On its deferred annuities (annuities in the accumulation phase), GAFRI generally credits interest to policyholders' accounts at their current stated interest rates. Furthermore, for "two-tier" deferred annuities (annuities under which a higher interest amount can be earned if a policy is annuitized rather than surrendered), GAFRI accrues an additional liability to provide for expected deaths and annuitizations. Changes in crediting rates, actual surrender, death and annuitization experience or modifications in actuarial assumptions can affect this accrual.

The majority of GAFRI's fixed annuity products permit GAFRI to change the crediting rate at any time subject to minimum interest rate guarantees (as determined by applicable law). Approximately half of the annuity benefits accumulated relate to policies that have a minimum guarantee of 3%; the majority of the balance has a guarantee of 4%. Beginning in the fourth quarter of 2003, in states where required approvals have been received, GAFRI began issuing products with guaranteed minimum crediting rates of less than 3%.

Annuity and Life Acquisition Expenses  Annuity and life acquisition expenses include amortization of annuity and life, accident and health deferred policy acquisition costs ("DPAC") as well as a portion of commissions on sales of

28

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

insurance products. Annuity and life acquisition expenses also include amortization of the present value of future profits of businesses acquired.

The increase in annuity and life acquisition expenses in the first quarter of 2004 compared to 2003 reflects an increase in in-force policies, primarily in the annuities and supplemental insurance business.

The vast majority of GAFRI's DPAC asset relates to its fixed annuity, variable annuity and life insurance lines of business. Continued spread compression, decreases in the stock market and adverse mortality could lead to write-offs of DPAC in the future.

Interest on Borrowed Money  Changes in interest expense result from fluctuations in market rates as well as changes in borrowings. AFG has generally financed its borrowings on a long-term basis which has resulted in higher current costs. Interest expense for the first quarter of 2004 increased compared to the 2003 quarter due primarily to higher average indebtedness and paydowns of lower variable-rate bank debt with the proceeds from fixed-rate debt offerings in 2003.

Interest on Subsidiary Trust Obligations  Interest on subsidiary trust obligations was included in minority interest expense for the first quarter of 2003. The interest on these obligations decreased slightly in the first quarter of 2004 compared to the first quarter of 2003 due primarily to the March 2004 redemption of the AFG
9-1/8% trust preferred and GAFRI's 9-1/4% trust preferred securities and GAFRI's first quarter 2004 repurchases of $27.2 million in 8-7/8% preferred securities.

Other Operating and General Expenses  Other operating and general expenses increased $4.9 million (5%) for the first quarter of 2004 compared to 2003 as higher expenses in the Specialty group's growing warranty business, higher expenses in certain other specialty insurance operations and a $1.9 million loss on the repurchase of trust preferred securities and other debt were partially offset by the absence of expenses from Infinity (following its sale in mid-February 2003) and decreases in expenses from real estate operations.

Income Taxes  The 2003 provision for income taxes reflects $5.5 million in first quarter tax benefits related to AFG's basis in Infinity stock.

Investee Corporations

Start-up Manufacturing Business  Equity in net earnings (losses) of investees includes losses of a start-up manufacturing business (see Note K). Losses include $918,000 in the first quarter of 2004 compared to $865,000 in the first quarter of 2003.

Infinity Property and Casualty Corporation  Following AFG's sale of 61% of Infinity in the mid-February 2003 offering, AFG's proportionate share ($1.4 million) of Infinity's earnings for the first quarter of 2003 is included in equity in net earnings (losses) of investees.

Cumulative Effect of Accounting Change  In January 2004, AFG recorded a $1.8 million charge (after tax and minority interest) resulting from GAFRI's implementation of Statement of Position ("SOP") 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts." This charge resulted primarily from a change in accounting for persistency bonuses and two-tier annuities.

29

AMERICAN FINANCIAL GROUP, INC. 10-Q

Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

 

Proposed Standard on Equity Compensation  On March 31, 2004, the FASB issued a proposed accounting standard that, if implemented, would require AFG to expense stock option grants beginning in 2005. Currently, AFG accounts for stock option grants using the intrinsic value method as permitted under SFAS No. 123. Since options are granted at exercise prices equal to the fair value of the shares at the date of grant, no compensation expense is currently recognized. The effect of using the fair value method that is also permitted under SFAS No. 123 is disclosed in Note A to the financial statements.

 

 

               ______________________________________________

 

ITEM 3

Quantitative and Qualitative Disclosure of Market Risk

Debt Securities  In the first quarter of 2004, AFG issued $115 million principal amount of 7-1/8% senior debentures due 2034 and GAFRI issued $86.3 million principal amount of 7-1/4% senior debentures due 2034. Proceeds from both offerings were used primarily to redeem a portion of the outstanding trust preferred securities.

As of March 31, 2004, there were no other material changes to the information provided in AFG's Form 10-K for 2003 under the caption "Exposure to Market Risk" in Management's Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4

Controls and Procedures

AFG's management, with participation of its Chief Executive Officer and Chief Financial Officer, has evaluated AFG's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15) as of the end of the period covered by this report. Based on that evaluation, AFG's CEO and CFO concluded that the controls and procedures are effective. There have been no significant changes in AFG's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

30

AMERICAN FINANCIAL GROUP, INC. 10-Q

PART II

OTHER INFORMATION

ITEM 6

Exhibits and Reports on Form 8-K

(a) Exhibits:

Number

Exhibit Description

   

 10(a)

2004 CEO and Co-President Bonus Plan.

   

 10(b)

2004 Senior Executive Bonus Plan.

   

 10(c)

Keith E. Lindner Salary Continuation Agreement.

   

 12

Computation of ratios of earnings to fixed charges.

   

 31(a)

Certification of the Chief Executive Officer pursuant to

 

section 302(a) of the Sarbanes-Oxley Act of 2002.

   

 31(b)

Certification of the Chief Financial Officer pursuant to

 

section 302(a) of the Sarbanes-Oxley Act of 2002.

   

 32

Certification of the Chief Executive Officer and Chief

 

Financial Officer pursuant to section 906 of the Sarbanes-

 

Oxley Act of 2002.

(b) Reports on Form 8-K:

Date of Report

Item Reported

   

January 30, 2004

Press Release regarding Sale of 7-1/8% Senior Debentures

 

due 2034.

   

February 2, 2004

Correction of Press Release regarding Sale of 7-1/8%

 

Senior Debentures due 2034.

   

February 12, 2004

Fourth Quarter and Full Year 2003 Earnings Release.

   

February 17, 2004

Press Release regarding Potential Effect of a Proposed

 

Merger Agreement between Provident Financial Group, Inc.

 

and National City Corporation.

   

April 26, 2004

First Quarter 2004 Earnings Release.

   

31

AMERICAN FINANCIAL GROUP, INC. 10-Q

 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, American Financial Group, Inc. has duly caused this Report to be signed on its behalf by the undersigned duly authorized.

 

American Financial Group, Inc.

   
   
   
   

May 7, 2004

BY: s/Fred J. Runk                      

 

    Fred J. Runk

 

    Senior Vice President and Treasurer

32