10-Q
______________________________________________________________________________________________________
UNITED STATES 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 September 30, 2015
 
Commission File No. 1-13653 




AMERICAN FINANCIAL GROUP, INC.
Incorporated under the Laws of Ohio
 
IRS Employer I.D. No. 31-1544320
301 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 þ No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
          Large accelerated filer  þ Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of November 1, 2015, there were 87,349,107 shares of the Registrant’s Common Stock outstanding, excluding 14.9 million shares owned by subsidiaries.



______________________________________________________________________________________________________

Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q

TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
 


Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q

PART I
ITEM I — FINANCIAL STATEMENTS
AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(Dollars in Millions)
 
September 30,
2015
 
December 31,
2014
Assets:
 
 
 
Cash and cash equivalents
$
894

 
$
1,343

Investments:
 
 
 
Fixed maturities, available for sale at fair value (amortized cost — $31,868 and $29,074)
33,114

 
30,734

Fixed maturities, trading at fair value
269

 
266

Equity securities, available for sale at fair value (cost — $1,590 and $1,283)
1,658

 
1,501

Equity securities, trading at fair value
173

 
195

Mortgage loans
994

 
1,117

Policy loans
221

 
228

Real estate and other investments
809

 
826

Total cash and investments
38,132

 
36,210

Recoverables from reinsurers
3,151

 
3,238

Prepaid reinsurance premiums
604

 
469

Agents’ balances and premiums receivable
976

 
889

Deferred policy acquisition costs
993

 
821

Assets of managed investment entities
3,613

 
3,108

Other receivables
1,241

 
910

Variable annuity assets (separate accounts)
595

 
662

Other assets
1,051

 
1,027

Goodwill
201

 
201

Total assets
$
50,557

 
$
47,535

 
 
 
 
Liabilities and Equity:
 
 
 
Unpaid losses and loss adjustment expenses
$
8,061

 
$
7,872

Unearned premiums
2,238

 
1,956

Annuity benefits accumulated
26,026

 
23,764

Life, accident and health reserves
2,159

 
2,175

Payable to reinsurers
724

 
645

Liabilities of managed investment entities
3,287

 
2,819

Long-term debt
880

 
1,061

Variable annuity liabilities (separate accounts)
595

 
662

Other liabilities
1,681

 
1,527

Total liabilities
45,651

 
42,481

Shareholders’ equity:
 
 
 
Common Stock, no par value
       — 200,000,000 shares authorized
       — 87,327,172 and 87,708,793 shares outstanding
87

 
88

Capital surplus
1,195

 
1,152

Retained earnings:
 
 
 
Appropriated — managed investment entities
—

 
(2
)
Unappropriated
2,981

 
2,914

Accumulated other comprehensive income, net of tax
461

 
727

Total shareholders’ equity
4,724

 
4,879

Noncontrolling interests
182

 
175

Total equity
4,906

 
5,054

Total liabilities and equity
$
50,557

 
$
47,535


2
Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
(In Millions, Except Per Share Data)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Property and casualty insurance net earned premiums
$
1,173

 
$
1,132

 
$
3,104

 
$
2,817

Life, accident and health net earned premiums
28

 
27

 
80

 
82

Net investment income
425

 
377

 
1,217

 
1,117

Realized gains (losses) on:
 
 
 
 
 
 
 
Securities (*)
(16
)
 
13

 
2

 
44

Subsidiaries
5

 
—

 
(157
)
 
—

Income (loss) of managed investment entities:
 
 
 
 
 
 
 
Investment income
40

 
29

 
112

 
84

Loss on change in fair value of assets/liabilities
(11
)
 
(25
)
 
(16
)
 
(35
)
Other income
40

 
28

 
177

 
75

Total revenues
1,684

 
1,581

 
4,519

 
4,184

 
 
 
 
 
 
 
 
Costs and Expenses:
 
 
 
 
 
 
 
Property and casualty insurance:
 
 
 
 
 
 
 
Losses and loss adjustment expenses
825

 
784

 
2,002

 
1,815

Commissions and other underwriting expenses
336

 
302

 
987

 
869

Annuity benefits
208

 
157

 
543

 
491

Life, accident and health benefits
31

 
37

 
96

 
119

Annuity and supplemental insurance acquisition expenses
46

 
46

 
148

 
122

Interest charges on borrowed money
18

 
18

 
57

 
53

Expenses of managed investment entities
28

 
19

 
80

 
60

Other expenses
93

 
73

 
251

 
219

Total costs and expenses
1,585

 
1,436

 
4,164

 
3,748

Earnings before income taxes
99

 
145

 
355

 
436

Provision for income taxes
33

 
54

 
115

 
155

Net earnings, including noncontrolling interests
66

 
91

 
240

 
281

Less: Net earnings (loss) attributable to noncontrolling interests
3

 
(25
)
 
17

 
(44
)
Net Earnings Attributable to Shareholders
$
63

 
$
116

 
$
223

 
$
325

 
 
 
 
 
 
 
 
Earnings Attributable to Shareholders per Common Share:
 
 
 
 
 
 
 
Basic
$
0.72

 
$
1.30

 
$
2.54

 
$
3.64

Diluted
$
0.71

 
$
1.28

 
$
2.49

 
$
3.56

Average number of Common Shares:
 
 
 
 
 
 
 
Basic
87.5

 
89.0

 
87.6

 
89.4

Diluted
89.3

 
90.9

 
89.4

 
91.4

 
 
 
 
 
 
 
 
Cash dividends per Common Share
$
0.25

 
$
0.22

 
$
0.75

 
$
0.66

________________________________________
 
 
 
 
 
 
 
(*) Consists of the following:
 
 
 
 
 
 
 
Realized gains before impairments
$
19

 
$
24

 
$
71

 
$
57

 
 
 
 
 
 
 
 
Losses on securities with impairment
(35
)
 
(11
)
 
(69
)
 
(13
)
Non-credit portion recognized in other comprehensive income (loss)
—

 
—

 
—

 
—

Impairment charges recognized in earnings
(35
)
 
(11
)
 
(69
)
 
(13
)
Total realized gains (losses) on securities
$
(16
)
 
$
13

 
$
2

 
$
44


3
Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
(In Millions)
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Net earnings, including noncontrolling interests
$
66

 
$
91

 
$
240

 
$
281

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Net unrealized gains (losses) on securities:
 
 
 
 
 
 
 
Unrealized holding gains (losses) on securities arising during the period
(110
)
 
(73
)
 
(255
)
 
194

Reclassification adjustment for realized (gains) losses included in net earnings
10

 
(8
)
 
(3
)
 
(28
)
Total net unrealized gains (losses) on securities
(100
)
 
(81
)
 
(258
)
 
166

Net unrealized gains on cash flow hedges
2

 
—

 
2

 
—

Foreign currency translation adjustments
(7
)
 
(2
)
 
(15
)
 
(5
)
Pension and other postretirement plans adjustments
1

 
—

 
1

 
—

Other comprehensive income (loss), net of tax
(104
)
 
(83
)
 
(270
)
 
161

Total comprehensive income (loss), net of tax
(38
)
 
8

 
(30
)
 
442

Less: Comprehensive income (loss) attributable to noncontrolling interests
1

 
(27
)
 
13

 
(41
)
Comprehensive income (loss) attributable to shareholders
$
(39
)
 
$
35

 
$
(43
)
 
$
483



4
Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
(Dollars in Millions)
 
 
 
 
 
Shareholders’ Equity
 
 
 
 
Common
 
 
Common Stock
and Capital
 
Retained Earnings
 
Accumulated
Other Comp
 
 
 
Noncon-
trolling
 
Total
Shares
 
 
Surplus
 
Approp.
 
Unapprop.
 
Inc. (Loss)
 
Total
 
Interests
 
Equity
Balance at December 31, 2014
87,708,793

 
 
$
1,240

 
$
(2
)
 
$
2,914

 
$
727

 
$
4,879

 
$
175

 
$
5,054

Cumulative effect of accounting change
—

 
 
—

 
2

 
—

 
—

 
2

 
—

 
2

Net earnings
—

 
 
—

 
—

 
223

 
—

 
223

 
17

 
240

Other comprehensive loss
—

 
 
—

 
—

 
—

 
(266
)
 
(266
)
 
(4
)
 
(270
)
Dividends on Common Stock
—

 
 
—

 
—

 
(66
)
 
—

 
(66
)
 
—

 
(66
)
Shares issued:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
1,157,288

 
 
46

 
—

 
—

 
—

 
46

 
—

 
46

Other benefit plans
268,947

 
 
6

 
—

 
—

 
—

 
6

 
—

 
6

Dividend reinvestment plan
10,359

 
 
1

 
—

 
—

 
—

 
1

 
—

 
1

Stock-based compensation expense
—

 
 
14

 
—

 
—

 
—

 
14

 
—

 
14

Shares acquired and retired
(1,767,240
)
 
 
(25
)
 
—

 
(88
)
 
—

 
(113
)
 
—

 
(113
)
Shares exchanged — benefit plans
(33,795
)
 
 
—

 
—

 
(2
)
 
—

 
(2
)
 
—

 
(2
)
Forfeitures of restricted stock
(17,180
)
 
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
—

 
 
—

 
—

 
—

 
—

 
—

 
(6
)
 
(6
)
Balance at September 30, 2015
87,327,172

 
 
$
1,282

 
$
—

 
$
2,981

 
$
461

 
$
4,724

 
$
182

 
$
4,906

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
89,513,386

 
 
$
1,213

 
$
49

 
$
2,777

 
$
560

 
$
4,599

 
$
170

 
$
4,769

Net earnings
—

 
 
—

 
—

 
325

 
—

 
325

 
(44
)
 
281

Other comprehensive income
—

 
 
—

 
—

 
—

 
158

 
158

 
3

 
161

Allocation of losses of managed investment entities
—

 
 
—

 
(47
)
 
—

 
—

 
(47
)
 
47

 
—

Dividends on Common Stock
—

 
 
—

 
—

 
(59
)
 
—

 
(59
)
 
—

 
(59
)
Shares issued:
 
 
 
 
 
 
 
 
 
 
 

 
 
 

Exercise of stock options
972,847

 
 
34

 
—

 
—

 
—

 
34

 
—

 
34

Other benefit plans
227,782

 
 
7

 
—

 
—

 
—

 
7

 
—

 
7

Dividend reinvestment plan
9,749

 
 
1

 
—

 
—

 
—

 
1

 
—

 
1

Stock-based compensation expense
—

 
 
14

 
—

 
—

 
—

 
14

 
—

 
14

Shares acquired and retired
(2,209,007
)
 
 
(31
)
 
—

 
(96
)
 
—

 
(127
)
 
—

 
(127
)
Shares exchanged — benefit plans
(23,790
)
 
 
—

 
—

 
(1
)
 
—

 
(1
)
 
—

 
(1
)
Other
—

 
 
—

 
—

 
—

 
—

 
—

 
(2
)
 
(2
)
Balance at September 30, 2014
88,490,967

 
 
$
1,238

 
$
2

 
$
2,946

 
$
718

 
$
4,904

 
$
174

 
$
5,078


5
Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In Millions)
  
Nine months ended September 30,
 
2015
 
2014
Operating Activities:
 
 
 
Net earnings, including noncontrolling interests
$
240

 
$
281

Adjustments:
 
 
 
Depreciation and amortization
118

 
95

Annuity benefits
543

 
491

Realized (gains) losses on investing activities
90

 
(48
)
Net purchases of trading securities
(9
)
 
(39
)
Deferred annuity and life policy acquisition costs
(164
)
 
(144
)
Change in:
 
 
 
Reinsurance and other receivables
(468
)
 
(459
)
Other assets
68

 
(38
)
Insurance claims and reserves
491

 
505

Payable to reinsurers
79

 
162

Other liabilities
(45
)
 
(92
)
Managed investment entities’ assets/liabilities
(53
)
 
(44
)
Other operating activities, net
17

 
4

Net cash provided by operating activities
907

 
674

 
 
 
 
Investing Activities:
 
 
 
Purchases of:
 
 
 
Fixed maturities
(5,395
)
 
(5,358
)
Equity securities
(449
)
 
(356
)
Mortgage loans
(105
)
 
(355
)
Real estate, property and equipment
(65
)
 
(34
)
Businesses
—

 
(267
)
Proceeds from:
 
 
 
Maturities and redemptions of fixed maturities
2,426

 
2,252

Repayments of mortgage loans
231

 
74

Sales of fixed maturities
235

 
262

Sales of equity securities
193

 
97

Sales of real estate, property and equipment
96

 
11

Cash and cash equivalents of businesses acquired
—

 
1,078

Managed investment entities:
 
 
 
Purchases of investments
(1,167
)
 
(1,075
)
Proceeds from sales and redemptions of investments
685

 
1,153

Other investing activities, net
(100
)
 
83

Net cash used in investing activities
(3,415
)
 
(2,435
)
 
 
 
 
Financing Activities:
 
 
 
Annuity receipts
3,333

 
2,725

Annuity surrenders, benefits and withdrawals
(1,487
)
 
(1,289
)
Net transfers from variable annuity assets
32

 
36

Additional long-term borrowings
—

 
145

Reductions of long-term debt
(182
)
 
(1
)
Issuances of managed investment entities’ liabilities
693

 
538

Retirements of managed investment entities’ liabilities
(192
)
 
(571
)
Issuances of Common Stock
47

 
35

Repurchases of Common Stock
(113
)
 
(127
)
Cash dividends paid on Common Stock
(65
)
 
(59
)
Other financing activities, net
(7
)
 
—

Net cash provided by financing activities
2,059

 
1,432

Net Change in Cash and Cash Equivalents
(449
)
 
(329
)
Cash and cash equivalents at beginning of period
1,343

 
1,639

Cash and cash equivalents at end of period
$
894

 
$
1,310


6
Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


INDEX TO NOTES
 
 
 
 
 
 
A.
Accounting Policies
 
H.
Managed Investment Entities
 
B.
Acquisitions and Sale of Businesses
 
I.
Goodwill and Other Intangibles
 
C.
Segments of Operations
 
J.
Long-Term Debt
 
D.
Fair Value Measurements
 
K.
Shareholders’ Equity
 
E.
Investments
 
L.
Income Taxes
 
F.
Derivatives
 
M.
Contingencies
 
G.
Deferred Policy Acquisition Costs
 
 
 
 
 
 
 
 
 
 

A.     Accounting Policies

Basis of Presentation   The accompanying consolidated financial statements for American Financial Group, Inc. and its subsidiaries (“AFG”) 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 U.S. generally accepted accounting principles (“GAAP”).
 
Certain reclassifications have been made to prior periods to conform to the current year’s presentation. All significant intercompany balances and transactions have been eliminated. The results of operations of companies since their formation or acquisition are included in the consolidated financial statements. Events or transactions occurring subsequent to September 30, 2015, and prior to the filing of this Form 10-Q, have been evaluated for potential recognition or disclosure herein.
 
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.

Fair Value Measurements   Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The standards establish a hierarchy of valuation techniques based on whether the assumptions that market participants would use in pricing the asset or liability (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect AFG’s assumptions about the assumptions market participants would use in pricing the asset or liability. Other than recording an estimated loss on the pending sale of its long-term care business (see Note B — “Acquisitions and Sale of Businesses”), AFG did not have any significant nonrecurring fair value measurements in the first nine months of 2015.

Investments   Fixed maturity and equity securities classified as “available for sale” are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (“AOCI”) in AFG’s Balance Sheet. Fixed maturity and equity securities classified as “trading” are reported at fair value with changes in unrealized holding gains or losses during the period included in net investment income. Mortgage and policy loans are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the interest method. Mortgage-backed securities (“MBS”) 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.
 
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 at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on securities) and the cost basis of that investment is reduced. If management can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in other comprehensive income). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the

7
Table of Contents
AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


impairment charge. Both components are shown in the Statement of Earnings. If management intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.
 
Derivatives   Derivatives included in AFG’s Balance Sheet are recorded at fair value. Changes in fair value of derivatives are included in earnings, unless the derivatives are designated and qualify as highly effective cash flow hedges. Derivatives that do not qualify for hedge accounting under GAAP consist primarily of (i) components of certain fixed maturity securities (primarily interest-only MBS) and (ii) 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.

To qualify for hedge accounting, at the inception of a derivative contract, AFG formally documents the relationship between the terms of the hedge and the hedged items and its risk management objective. This documentation includes defining how hedge effectiveness and ineffectiveness will be measured on a retrospective and prospective basis.

Changes in the fair value of derivatives that are designated and qualify as highly effective cash flow hedges are recorded in AOCI and are reclassified into earnings when the variability of the cash flows from the hedged items impacts earnings. Any hedge ineffectiveness is immediately recorded in current period earnings. When the change in the fair value of a qualifying cash flow hedge is included in earnings, it is included in the same line item in the Consolidated Statement of Earnings as the cash flows from the hedged item. AFG uses interest rate swaps that qualify as highly effective cash flow hedges to mitigate interest rate risk related to certain floating-rate securities included in AFG’s portfolio of fixed maturity securities.

For derivatives that are designated and qualify as highly effective fair value hedges, changes in the fair value of the derivative, along with changes in the fair value of the hedged item attributable to the hedged risk, are recognized in current period earnings. AFG has entered into an interest rate swap that qualifies as a highly effective fair value hedge to mitigate the interest rate risk associated with fixed-rate long-term debt by economically converting certain fixed-rate debt obligations to floating-rate obligations. Since the terms of the swap match the terms of the hedged debt, changes in the fair value of the swap are offset by changes in the fair value of the hedged debt attributable to changes in interest rates. Accordingly, the net impact on AFG’s current period earnings is that the interest expense associated with the hedged debt is effectively recorded at the floating rate.

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. An entity is not required to complete the quantitative annual goodwill impairment test on a reporting unit if the entity elects to perform a qualitative analysis and determines that it is more likely than not that the reporting unit’s fair value exceeds its carrying amount.
 
Reinsurance   Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. AFG’s property and casualty insurance subsidiaries report as assets (i) the estimated reinsurance recoverable on paid and unpaid losses, including an estimate for losses incurred but not reported, and (ii) amounts paid or due to reinsurers applicable to the unexpired terms of policies in force. Payable to reinsurers includes ceded premiums due to reinsurers as well as 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. Earnings on reinsurance assumed is recognized based on information received from ceding companies.
 
A subsidiary cedes life insurance policies to a third party on a funds withheld basis whereby the subsidiary retains the assets (securities) associated with the reinsurance contract. Interest is credited to the reinsurer based on the actual investment performance of the retained assets. This reinsurance contract is considered to contain an embedded derivative (that must be adjusted to fair value) because the yield on the payable is based on a specific block of the ceding company’s assets, rather than the overall creditworthiness of the ceding company. AFG determined that changes in the fair value of the underlying portfolio of fixed maturity securities is an appropriate measure of the value of the embedded derivative. The securities related to this contract are classified as “trading.” The adjustment to fair value on the embedded derivative offsets the investment income recorded on the adjustment to fair value of the related trading portfolio.
 
Deferred Policy Acquisition Costs (“DPAC”)   Policy acquisition costs (principally commissions, premium taxes and certain underwriting and policy issuance costs) directly related to the successful acquisition or renewal of an insurance contract are deferred. DPAC also includes capitalized costs associated with sales inducements offered to fixed annuity policyholders such as enhanced interest rates and premium and persistency bonuses.
 

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


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. A premium deficiency is recognized if the sum of expected claims costs, claims adjustment expenses and unamortized acquisition costs exceed the related unearned premiums. A premium deficiency is first recognized by charging any unamortized acquisition costs to expense to the extent required to eliminate the deficiency. If the premium deficiency is greater than unamortized acquisition costs, a liability is accrued for the excess deficiency and reported with unpaid losses and loss adjustment expenses.

DPAC related to annuities is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies. Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and annuity policy charges, less death, annuitization and guaranteed withdrawal benefits in excess of account balances and estimated future policy administration expenses. 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 (losses) on securities.

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. See “Life, Accident and Health Reserves” below for details on the impact of loss recognition on the accounting for traditional life and health insurance contracts.

DPAC includes the present value of future profits on business in force of annuity and life, accident and health insurance companies acquired (“PVFP”). PVFP 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. PVFP 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.

DPAC and certain other balance sheet amounts related to annuity, long-term care and life businesses are also adjusted, net of tax, for the change in expense that would have been recorded if the unrealized gains (losses) from securities had actually been realized. These adjustments are included in unrealized gains (losses) on marketable securities, a component of AOCI in AFG’s Balance Sheet.
 
Managed Investment Entities   A company is considered the primary beneficiary of, and therefore must consolidate, a variable interest entity (“VIE”) based primarily on its ability to direct the activities of the VIE that most significantly impact that entity’s economic performance and the obligation to absorb losses of, or receive benefits from, the entity that could potentially be significant to the VIE.
 
AFG manages, and has investments in, collateralized loan obligations (“CLOs”) that are VIEs (see Note H — “Managed Investment Entities”). Both the management fees (payment of which is subordinate to other obligations of the CLOs) and the investments in the CLOs are considered variable interests. AFG has determined that it is the primary beneficiary of the CLOs because (i) its role as asset manager gives it the power to direct the activities that most significantly impact the economic performance of the CLOs and (ii) it has exposure to CLO losses (through its investments in the CLO debt tranches) and the right to receive benefits (through its subordinated management fees and returns on its investments), both of which could potentially be significant to the CLOs.

In February 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-02, which amends certain consolidation accounting guidance, including the VIE guidance that applies to collateralized financing entities such as CLOs. The new guidance, which AFG intends to adopt effective January 1, 2016, will affect how fee arrangements with CLO asset managers impact the determination of the primary beneficiary of these entities. Due to the significance of AFG’s investments in the CLOs that it manages, management does not expect the new guidance to impact the consolidation of its currently outstanding CLOs. The new guidance also impacts the consolidation analysis that applies to limited partnerships and similar entities. Management does not expect this guidance to impact the accounting for AFG’s existing investments in those entities.

Because AFG has no right to use the CLO assets and no obligation to pay the CLO liabilities, the assets and liabilities of the CLOs are shown separately in AFG’s Balance Sheet. AFG has elected the fair value option for reporting on the CLO assets and liabilities to improve the transparency of financial reporting related to the CLOs. The net gain or loss from accounting for the CLO assets and liabilities at fair value is presented separately in AFG’s Statement of Earnings.

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED



Effective January 1, 2015, AFG adopted (on a modified retrospective basis) ASU 2014-13, which addresses the diversity in practice regarding the accounting for assets and liabilities of a consolidated collateralized financing entity (such as a CLO) when an election has been made to account for that entity’s assets and liabilities at fair value. The fair values of a CLO’s assets may differ from the separately measured fair values of its liabilities even though the CLO liabilities only have recourse to the CLO assets. Under the new guidance, AFG has elected to set the carrying value of the CLO liabilities equal to the fair value of the CLO assets (which have more observable fair values) as an alternative to reporting those liabilities at a separately measured fair value. CLO earnings attributable to AFG’s shareholders continue to be measured by the change in the fair value of AFG’s investments in the CLOs and management fees earned.

Prior to the adoption of this guidance, measuring both the CLO assets and CLO liabilities at separately determined fair values resulted in a difference between the carrying value of the CLO assets and the carrying value of the CLO liabilities that was not attributable to AFG’s ownership interest in the CLOs and CLO earnings (losses) that were not attributable to AFG’s shareholders. Accordingly, in periods prior to 2015, the difference between the fair value of the CLO assets and the fair value of the CLO liabilities was recorded as “appropriated retained earnings — managed investment entities” in AFG’s Balance Sheet and the earnings (losses) that were not attributable to AFG’s shareholders were included in net earnings (loss) attributable to noncontrolling interests in AFG’s Statement of Earnings.

Under the guidance adopted in 2015, there is no longer any excess carrying value of CLO assets over the carrying value of CLO liabilities to be reported as “appropriated retained earnings — managed investment entities” in AFG’s Balance Sheet or any CLO earnings to be attributed to noncontrolling interests in AFG’s Statement of Earnings. In accordance with the guidance, the amount reported as “appropriated retained earnings — managed investment entities” at December 31, 2014 was reclassified to “liabilities of managed investment entities” on January 1, 2015 as the cumulative effect of an accounting change. While the new guidance impacted the presentation of individual CLO-related line items in AFG’s Statement of Earnings, it had no overall impact on AFG’s Net Earnings Attributable to Shareholders.

At September 30, 2015, assets and liabilities of managed investment entities included $92 million in assets and $77 million in liabilities of a temporary warehousing entity that was established in connection with the formation of a new CLO that is expected to close in the first quarter of 2016. Upon closing, all warehoused assets are expected to be transferred to the new CLO and the liabilities will be repaid.

Unpaid Losses and Loss Adjustment Expenses   The net liabilities stated for unpaid claims and for expenses of investigation and adjustment of unpaid claims represent management’s best estimate and are based upon (i) the accumulation of case estimates for losses reported prior to the close of the accounting period on direct business written; (ii) estimates received from ceding reinsurers and insurance pools and associations; (iii) estimates of unreported losses (including possible development on known claims) based on past experience; (iv) estimates based on experience of expenses for investigating and adjusting claims; and (v) the current state of the law and coverage litigation. Establishing reserves for asbestos, environmental and other mass tort 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. Despite 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 policy charges are credited to other income.
 
For certain products, annuity benefits accumulated also includes reserves for accrued persistency and premium bonuses, guaranteed withdrawals and excess benefits expected to be paid on future deaths and annuitizations (“EDAR”). The liabilities for EDAR and guaranteed withdrawals are accrued for and modified using assumptions consistent with those used in determining DPAC and DPAC amortization, except that amounts are determined in relation to the present value of total expected assessments. Total expected assessments consist principally of estimated future investment margin, surrender, mortality, and other life and annuity policy charges, and unearned revenues once they are recognized as income.
 

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


Annuity benefits accumulated also includes amounts advanced from the Federal Home Loan Bank of Cincinnati.
 
Unearned Revenue   Certain upfront policy charges on annuities are deferred as unearned revenue (included in other liabilities) and recognized in net earnings using the same assumptions and estimated gross profits used to amortize DPAC.

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 unless a loss recognition event (premium deficiency) occurs. Claim reserves and liabilities established for accident and health claims are modified as necessary to reflect actual experience and developing trends.
 
For long-duration contracts (such as traditional life and long-term care policies), loss recognition occurs when, based on current expectations as of the measurement date, existing contract liabilities plus the present value of future premiums (including reasonably expected rate increases) are not expected to cover the present value of future claims payments and related settlement and maintenance costs (excluding overhead) as well as unamortized acquisition costs. If a block of business is determined to be in loss recognition, a charge is recorded in earnings in an amount equal to the excess of the present value of expected future claims costs and unamortized acquisition costs over existing reserves plus the present value of expected future premiums (with no provision for adverse deviation). The charge is recorded first to reduce unamortized acquisition costs and then as an additional reserve (if unamortized acquisition costs have been reduced to zero).

In addition, reserves for traditional life and long-term care policies are subject to adjustment for loss recognition charges that would have been recorded if the unrealized gains from securities had actually been realized. This adjustment is included in unrealized gains (losses) on marketable securities, a component of AOCI in AFG’s Balance Sheet.

Variable Annuity Assets and Liabilities   Separate accounts related to variable annuities represent the fair value of deposits invested in underlying investment funds on which AFG earns a fee. Investment funds are selected and may be changed only by the policyholder, who retains all investment risk.
 
AFG’s variable annuity contracts contain a guaranteed minimum death benefit (“GMDB”) to be paid if the policyholder dies before the annuity payout period commences. In periods of declining equity markets, the GMDB may exceed the value of the policyholder’s account. A GMDB liability is established for future excess death benefits using assumptions together with a range of reasonably possible scenarios for investment fund performance that are consistent with DPAC capitalization and amortization assumptions.

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 information 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.

Noncontrolling Interests   For Balance Sheet purposes, noncontrolling interests represents the interests of shareholders other than AFG in consolidated entities. In the Statement of Earnings, net earnings and losses attributable to noncontrolling interests represents such shareholders’ interest in the earnings and losses of those entities.

Income Taxes   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. A valuation allowance is established to reduce total deferred tax assets to an amount that will more likely than not be realized.

AFG recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained under examination by the appropriate taxing authority. Interest and penalties on AFG’s reserve for uncertain tax positions are recognized as a component of tax expense.


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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


Stock-Based Compensation   All share-based grants are recognized as compensation expense on a straight-line basis over their vesting periods based on their calculated fair value at the date of grant. AFG uses the Black-Scholes pricing model to measure the fair value of employee stock options. See Note K — “Shareholders’ Equity” for further information.

Benefit Plans   AFG provides retirement benefits to qualified employees of participating companies through the AFG 401(k) 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. 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.

Earnings Per Share   Although basic earnings per share only considers shares of common stock outstanding during the period, the calculation of diluted earnings per share includes the following adjustments to weighted average common shares related to stock-based compensation plans: third quarter of 2015 and 2014 — 1.8 million and 1.9 million; first nine months of 2015 and 2014 — 1.8 million and 2.0 million, respectively.
 
AFG’s weighted average diluted shares outstanding excludes the following anti-dilutive potential common shares related to stock compensation plans: third quarter of 2015 and 2014 — 0.9 million and 1.2 million; first nine months of 2015 and 2014 — 1.2 million and 1.0 million, respectively. Adjustments to net earnings attributable to shareholders in the calculation of diluted earnings per share were nominal in the 2015 and 2014 periods.
 
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, surrenders, 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.

B.     Acquisitions and Sale of Businesses

Acquisition of Summit Holding Southeast, Inc. On April 1, 2014, AFG acquired Summit Holding Southeast, Inc. and its related companies (“Summit”), from Liberty Mutual Insurance for $259 million using cash on hand at the parent company. Immediately following the acquisition, AFG made a capital contribution of $140 million, bringing its total capital investment in the Summit business to $399 million. Summit, which is based in Lakeland, Florida and is a leading provider of specialty workers’ compensation solutions in the southeastern United States, generated $539 million in net written premiums in 2014, including $410 million after the acquisition date. Summit continues to operate under the Summit brand as a member of AFG’s Great American Insurance Group. Summit is included in the Specialty casualty sub-segment and generated $128 million and $386 million in net earned premiums in the third quarter and first nine months of 2015, respectively.


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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


Expenses related to the acquisition were less than $1 million and were expensed as incurred. The purchase price was allocated to the acquired assets and liabilities of Summit based on management’s best estimate of fair value as of the acquisition date. The allocation of the purchase price is shown in the table below (in millions):
Total purchase price
 
 
$
259

 
 
 
 
Tangible assets acquired:
 
 
 
Cash and cash equivalents
$
1,078

 
 
Fixed maturities, available for sale
92

 
 
Recoverables from reinsurers
116

 
 
Agents’ balances and premiums receivable
41

 
 
Deferred tax assets, net (a)
67

 
 
Other receivables
21

 
 
Other assets
11

 
 
Total tangible assets acquired
 
 
1,426

 
 
 
 
Liabilities acquired:
 
 
 
Unpaid losses and loss adjustment expenses
1,142

 
 
Unearned premiums
3

 
 
Payable to reinsurers
3

 
 
Other liabilities
66

 
 
Total liabilities acquired
 
 
1,214

 
 
 
 
Net tangible assets acquired, at fair value
 
 
212

Excess purchase price over net tangible assets acquired
 
 
$
47

 
 
 
 
Allocation of excess purchase price:
 
 
 
Intangible assets acquired (b)
 
 
$
47

Deferred tax on intangible assets acquired (a)
 
 
(16
)
Goodwill
 
 
16

 
 
 
$
47

(a)
AFG’s net deferred tax assets are included in Other assets in AFG’s Consolidated Balance Sheet at September 30, 2015.
(b)
Included in Other assets in AFG’s Consolidated Balance Sheet.

Acquisition of Renewal Rights On March 27, 2014, AFG completed a renewal rights agreement with Selective Insurance Company of America to acquire Selective’s pooled public entity book of business for $8 million. At the acquisition date, this book of business had approximately $38 million in in-force gross written premiums. The acquired business generated $33 million of gross written premiums and $23 million of net written premiums in 2014.

Sale of Long-term Care Business AFG ceased new sales of long-term care insurance, which is included in the run-off long-term care and life segment, in January 2010. AFG has continued to service and accept renewal premiums on its outstanding policies, which are guaranteed renewable. On April 13, 2015, AFG reached an agreement to sell substantially all of its run-off long-term care insurance business to HC2 Holdings, Inc. (“HC2”) for an initial payment of $7 million in cash and HC2 securities (subject to adjustment based on certain items, including operating results through the closing date). AFG may also receive up to $13 million of additional proceeds from HC2 in the future based on the release of certain statutory liabilities of the legal entities sold by AFG. The legal entities involved in the transaction, United Teacher Associates Insurance Company and Continental General Insurance Company, contain substantially all of AFG’s long-term care insurance reserves, as well as smaller blocks of annuity and life insurance business. The transaction is expected to close before the end of 2015, subject to customary conditions, including receipt of required regulatory approvals.

Including the significant tax benefit from the sale, AFG expects to receive after-tax proceeds of between $105 million and $115 million from the transaction (based on final proceeds received and final net assets at closing), excluding any potential additional proceeds from the release of statutory liabilities.

Based on the status of ongoing negotiations at the end of the first quarter, management determined that the potential sale of the run-off long-term care business met the GAAP “held for sale” criteria as of March 31, 2015. Accordingly, AFG recorded a loss

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


in the first quarter of 2015 to establish a liability (included in other liabilities in AFG’s Balance Sheet) equal to the excess of the net carrying value of the assets and liabilities to be disposed over the estimated net sale proceeds. The loss may be adjusted at the closing date based on the final proceeds received and final net assets disposed. At March 31, 2015, and September 30, 2015, the carrying value of the assets and liabilities to be disposed represented approximately 4% of both AFG’s assets and liabilities and are detailed in the table below.

Under accounting guidance effective on January 1, 2015, only disposals of components of an entity that represent a strategic shift and that have a major effect on a reporting entity’s operations and financial results are reported as discontinued operations. Due to the run-off nature of the business and the immaterial expected impact on AFG’s results of operations, the pending sale of AFG’s long-term care insurance business has not been reported as a discontinued operation.

The estimated impact of the pending sale of the run-off long-term care insurance business, which was recorded in AFG’s financial statements as of March 31, 2015, is shown below (in millions):

Estimated sale proceeds (*)
$
14

 
 
Assets of businesses sold:
 
Cash and investments
$
1,397

Recoverables from reinsurers
603

Deferred policy acquisition costs
15

Other receivables
14

Other assets
7

Goodwill
2

Total assets
2,038

Liabilities of businesses sold:
 
Annuity benefits accumulated
270

Life, accident and health reserves
1,537

Other liabilities
27

Total liabilities
1,834

Reclassify net unrealized gain on marketable securities
28

Net assets of businesses sold
$
176

 
 
Pretax loss on subsidiaries recorded in the first quarter of 2015
$
(162
)

(*)
Includes fair value of the potential additional consideration and is shown net of estimated expenses.

Revenues, costs and expenses, and earnings before income taxes for the subsidiaries to be sold were (in millions):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Life, accident and health net earned premiums:
 
 
 
 
 
 
 
Long-term care
$
19

 
$
18

 
$
56

 
$
56

Life operations
3

 
3

 
8

 
8

Net investment income
19

 
18

 
56

 
57

Realized gains (losses) on securities and other income
(4
)
 
(1
)
 
(6
)
 
1

Total revenues
37

 
38

 
114

 
122

Annuity benefits
2

 
2

 
6

 
6

Life, accident and health benefits:
 
 
 
 
 
 
 
Long-term care
21

 
27

 
67

 
84

Life operations
3

 
3

 
8

 
9

Annuity and supplemental insurance acquisition expenses
3

 
3

 
9

 
10

Other expenses
4

 
3

 
13

 
10

Total costs and expenses
33

 
38

 
103

 
119

Earnings before income taxes
$
4

 
$
—

 
$
11

 
$
3



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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


C.    Segments of Operations

AFG manages its business as four segments: (i) Property and casualty insurance, (ii) Annuity, (iii) Run-off long-term care and life and (iv) Other, which includes holding company costs and the operations attributable to the noncontrolling interests of the managed investment entities.

AFG reports its property and casualty insurance business in the following Specialty sub-segments: (i) Property and transportation, which includes physical damage and liability coverage for buses, trucks and recreational vehicles, inland and ocean marine, agricultural-related products and other property coverages, (ii) Specialty casualty, which includes primarily excess and surplus, general liability, executive liability, professional liability, umbrella and excess liability, specialty coverage
in targeted markets, customized programs for small to mid-sized businesses and workers’ compensation insurance, and (iii) Specialty financial, which includes risk management insurance programs for leasing and financing institutions (including collateral and lender-placed mortgage property insurance), surety and fidelity products and trade credit insurance. Premiums and underwriting profit included under Other specialty represent business assumed by AFG’s internal reinsurance program from the operations that make up AFG’s other Specialty sub-segments and amortization of deferred gains on retroactive reinsurance transactions related to the sales of businesses in prior years. AFG’s annuity business markets traditional fixed and fixed-indexed annuities in the retail, financial institutions and education markets. AFG’s reportable segments and their components were determined based primarily upon similar economic characteristics, products and services.

The following tables (in millions) show AFG’s revenues and earnings before income taxes by segment and sub-segment.
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues
 
 
 
 
 
 
 
Property and casualty insurance:
 
 
 
 
 
 
 
Premiums earned:
 
 
 
 
 
 
 
Specialty
 
 
 
 
 
 
 
Property and transportation
$
517

 
$
504

 
$
1,157

 
$
1,129

Specialty casualty
503

 
486

 
1,496

 
1,266

Specialty financial
131

 
115

 
380

 
348

Other specialty
22

 
27

 
71

 
74

Total premiums earned
1,173

 
1,132

 
3,104

 
2,817

Net investment income
83

 
76

 
245

 
219

Other income (*)
2

 
4

 
61

 
8

Total property and casualty insurance
1,258

 
1,212

 
3,410

 
3,044

Annuity:
 
 
 
 
 
 
 
Net investment income
317

 
287

 
915

 
851

Other income
22

 
20

 
68

 
57

Total annuity
339

 
307

 
983

 
908

Run-off long-term care and life
49

 
48

 
144

 
147

Other
49

 
1

 
137

 
41

Total revenues before realized gains (losses)
1,695

 
1,568

 
4,674

 
4,140

Realized gains (losses) on securities
(16
)
 
13

 
2

 
44

Realized gain (loss) on subsidiaries
5

 
—

 
(157
)
 
—

Total revenues
$
1,684

 
$
1,581

 
$
4,519

 
$
4,184

(*)
Includes pretax income of $51 million (before noncontrolling interest) from the sale of the Le Pavillon Hotel in the second quarter of 2015.

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Earnings Before Income Taxes
 
 
 
 
 
 
 
Property and casualty insurance:
 
 
 
 
 
 
 
Underwriting:
 
 
 
 
 
 
 
Specialty
 
 
 
 
 
 
 
Property and transportation
$
20

 
$
11

 
$
14

 
$
(1
)
Specialty casualty
31

 
32

 
96

 
100

Specialty financial
26

 
21

 
72

 
46

Other specialty
7

 
6

 
13

 
13

Other lines (a)
(69
)
 
(24
)
 
(70
)
 
(25
)
Total underwriting
15

 
46

 
125

 
133

Investment and other income, net (b)
75

 
64

 
272

 
180

Total property and casualty insurance
90

 
110

 
397

 
313

Annuity
67

 
86

 
230

 
243

Run-off long-term care and life
6

 
1

 
14

 
(3
)
Other (c)
(53
)
 
(65
)
 
(131
)
 
(161
)
Total earnings before realized gains (losses) and income taxes
110

 
132

 
510

 
392

Realized gains (losses) on securities
(16
)
 
13

 
2

 
44

Realized gain (loss) on subsidiaries
5

 
—

 
(157
)
 
—

Total earnings before income taxes
$
99

 
$
145

 
$
355

 
$
436

(a)
Includes special charges of $67 million and $24 million in the third quarter of 2015 and 2014, respectively, to increase asbestos and environmental (“A&E”) reserves.
(b)
Includes pretax income of $51 million (before noncontrolling interest) from the sale of the Le Pavillon Hotel in the second quarter of 2015.
(c)
Primarily holding company expenses, including a $4 million loss on retirement of debt in the third quarter of 2015 and special charges of $12 million and $6 million in the third quarters of 2015 and 2014, respectively, to increase A&E reserves related to AFG’s former railroad and manufacturing operations. Also includes losses of managed investment entities attributable to noncontrolling interest of $29 million for the third quarter and $47 million for the first nine months of 2014. Following the adoption of new guidance in the first quarter of 2015, there are no longer earnings (losses) of managed investment entities that are attributable to noncontrolling interests. See Note A — “Accounting Policies — Managed Investment Entities.”

D.    Fair Value Measurements

Accounting standards for measuring fair value are based on inputs used in estimating fair value. The three levels of the hierarchy are as follows:
 
Level 1 — Quoted prices for identical assets or liabilities in active markets (markets in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis). AFG’s Level 1 financial instruments consist primarily of publicly traded equity securities and highly liquid government bonds for which quoted market prices in active markets are available and short-term investments of managed investment entities.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets or liabilities in inactive markets (markets in which there are few transactions, the prices are not current, price quotations vary substantially over time or among market makers, or in which little information is released publicly); and valuations based on other significant inputs that are observable in active markets. AFG’s Level 2 financial instruments include separate account assets, corporate and municipal fixed maturity securities, mortgage-backed securities (“MBS”) and investments of managed investment entities priced using observable inputs. Level 2 inputs include benchmark yields, reported trades, corroborated broker/dealer quotes, issuer spreads and benchmark securities. When non-binding broker quotes can be corroborated by comparison to similar securities priced using observable inputs, they are classified as Level 2.

Level 3 — Valuations derived from market valuation techniques generally consistent with those used to estimate the fair values of Level 2 financial instruments in which one or more significant inputs are unobservable or when the market for a security

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


exhibits significantly less liquidity relative to markets supporting Level 2 fair value measurements. The unobservable inputs may include management’s own assumptions about the assumptions market participants would use based on the best information available in the circumstances. AFG’s Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker quotes or internally developed using significant inputs not based on, or corroborated by, observable market information, and prior to 2015 certain liabilities of the CLOs.

Under new guidance adopted in the first quarter of 2015, discussed in Note A — “Accounting Policies — Managed Investment Entities,” AFG has elected to set the carrying value of the CLO liabilities equal to the fair value of the CLO assets (which have more observable fair values) as an alternative to reporting those liabilities at separately measured fair values. Following the adoption of the new guidance, the CLO liabilities are categorized within the fair value hierarchy on the same basis (proportionally) as the related CLO assets. Since the portion of the CLO liabilities allocated to Level 3 is derived from the fair value of the CLO assets, beginning with the first quarter of 2015, these amounts are excluded from the progression of Level 3 financial instruments.

AFG’s management is responsible for the valuation process and uses data from outside sources (including nationally recognized pricing services and broker/dealers) in establishing fair value. AFG’s internal investment professionals are a group of approximately 20 analysts whose primary responsibility is to manage AFG’s investment portfolio. These professionals monitor individual investments as well as overall industries and are active in the financial markets on a daily basis. The group is led by AFG’s chief investment officer, who reports directly to one of AFG’s Co-CEOs. Valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by AFG’s internal investment professionals who are familiar with the securities being priced and the markets in which they trade to ensure the fair value determination is representative of an exit price. To validate the appropriateness of the prices obtained, these investment managers consider widely published indices (as benchmarks), recent trades, changes in interest rates, general economic conditions and the credit quality of the specific issuers. In addition, the Company communicates directly with the pricing service regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.

In April 2015, AFG reached an agreement to sell all of its run-off long-term care insurance business. As discussed in Note B — “Acquisitions and Sale of Businesses,” AFG recorded a loss in the first quarter of 2015 to write down the net carrying value of the assets and liabilities to be disposed to the estimated net sale proceeds of $14 million (estimated fair value less costs to sell). The estimate of fair value was derived using significant unobservable inputs (Level 3).

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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


Assets and liabilities measured and carried at fair value in the financial statements are summarized below (in millions): 
 
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2015
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Available for sale (“AFS”) fixed maturities:
 
 
 
 
 
 
 
U.S. Government and government agencies
$
115

 
$
205

 
$
15

 
$
335

States, municipalities and political subdivisions
—

 
7,073

 
93

 
7,166

Foreign government
—

 
166

 
—

 
166

Residential MBS
—

 
3,585

 
294

 
3,879

Commercial MBS
—

 
2,252

 
45

 
2,297

Asset-backed securities (“ABS”)
—

 
4,252

 
449

 
4,701

Corporate and other
48

 
13,876

 
646

 
14,570

Total AFS fixed maturities
163

 
31,409

 
1,542

 
33,114

Trading fixed maturities
13

 
256

 
—

 
269

Equity securities
1,473

 
235

 
123

 
1,831

Assets of managed investment entities (“MIE”)
155

 
3,432

 
26

 
3,613

Variable annuity assets (separate accounts) (*)
—

 
595

 
—

 
595

Other investments — derivatives
—

 
122

 
—

 
122

Other assets — derivatives
—

 
8

 
—

 
8

Total assets accounted for at fair value
$
1,804

 
$
36,057

 
$
1,691

 
$
39,552

Liabilities:
 
 
 
 
 
 
 
Liabilities of managed investment entities
$
141

 
$
3,123

 
$
23

 
$
3,287

Derivatives in annuity benefits accumulated
—

 
—

 
1,198

 
1,198

Derivatives in long-term debt
—

 
(7
)
 
—

 
(7
)
Other liabilities — derivatives
—

 
9

 
—

 
9

Total liabilities accounted for at fair value
$
141

 
$
3,125

 
$
1,221

 
$
4,487

 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Available for sale fixed maturities:
 
 
 
 
 
 
 
U.S. Government and government agencies
$
164

 
$
174

 
$
15

 
$
353

States, municipalities and political subdivisions
—

 
6,647

 
100

 
6,747

Foreign government
—

 
194

 
—

 
194

Residential MBS
—

 
4,142

 
300

 
4,442

Commercial MBS
—

 
2,407

 
44

 
2,451

Asset-backed securities
—

 
3,661

 
226

 
3,887

Corporate and other
36

 
12,078

 
546

 
12,660

Total AFS fixed maturities
200

 
29,303

 
1,231

 
30,734

Trading fixed maturities
12

 
254

 
—

 
266

Equity securities
1,306

 
297

 
93

 
1,696

Assets of managed investment entities
174

 
2,903

 
31

 
3,108

Variable annuity assets (separate accounts) (*)
—

 
662

 
—

 
662

Other investments — derivatives
—

 
322

 
—

 
322

Total assets accounted for at fair value
$
1,692

 
$
33,741

 
$
1,355

 
$
36,788

Liabilities:
 
 
 
 
 
 
 
Liabilities of managed investment entities
$
118

 
$
—

 
$
2,701

 
$
2,819

Derivatives in annuity benefits accumulated
—

 
—

 
1,160

 
1,160

Other liabilities — derivatives
—

 
13

 
—

 
13

Total liabilities accounted for at fair value
$
118

 
$
13

 
$
3,861

 
$
3,992

 
(*)
Variable annuity liabilities equal the fair value of variable annuity assets.


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AMERICAN FINANCIAL GROUP, INC. 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED



Transfers between Level 1 and Level 2 for all periods presented were a result of increases or decreases in trade frequency.

During the third quarter of 2015, there was one common stock with a fair value of less than $1 million transferred from Level 2 to Level 1. During the first nine months of 2015, there were seven common stocks, four perpetual preferred stocks and one mandatory redeemable preferred stock with aggregate fair values of $80 million, $19 million and $10 million, respectively, that transferred from Level 2 to Level 1. During the third quarter and nine months ended September 30, 2014, there were fourteen perpetual preferred stocks with an aggregate fair value of $96 million transferred from Level 2 to Level 1.

During the third quarter and first nine months of 2015, seven perpetual preferred stocks with a fair value of $31 million were transferred from Level 1 to Level 2. During the third quarter ended September 30, 2014, there were no transfers from Level 1 to Level 2. During the nine months ended September 30, 2014, nine perpetual preferred stocks with an aggregate fair value of $55 million were transferred from Level 1 to Level 2.

Approximately 4% of the total assets carried at fair value on September 30, 2015, were Level 3 assets. Approximately 71% ($1.20 billion) of the Level 3 assets were priced using non-binding broker quotes, for which there is a lack of transparency as to the inputs used to determine fair value. Details as to the quantitative inputs are neither provided by the brokers nor otherwise reasonably obtainable by AFG. Since internally developed Level 3 asset fair values represent approximately 1% of the total assets measured at fair value and approximately 8% of AFG’s shareholders’ equity, changes in unobservable inputs used to determine internally developed fair values would not have a material impact on AFG’s financial position.

The only significant Level 3 assets or liabilities carried at fair value in the financial statements that were not measured using broker quotes are the derivatives embedded in AFG’s fixed-indexed annuity liabilities, which are measured using a discounted cash flow approach and had a fair value of $1.20 billion at September 30, 2015. The following table presents information about the unobservable inputs used by management in determining fair value of these embedded derivatives. See Note F — “Derivatives.”

Unobservable Input
  
Range
Adjustment for insurance subsidiary’s credit risk
  
0.30% – 2.60% over the risk free rate
Risk margin for uncertainty in cash flows
  
0.52% reduction in the discount rate
Surrenders
  
4% – 16% of indexed account value
Partial surrenders
  
2% – 10% of indexed account value
Annuitizations
  
1% – 1.5% of indexed account value
Deaths
  
1.5% – 3.0% of indexed account value
Budgeted option costs
  
2.25% – 3.50% of indexed account value

The range of adjustments for insurance subsidiary’s credit risk reflects credit spread variations across the yield curve. The range of projected surrender rates reflects the specific surrender charges and other features of AFG’s individual fixed-indexed annuity products with an expected range of 5% to 11% in the majority of future calendar years (4% to 16% over all periods). Increasing the budgeted option cost or risk margin for uncertainty in cash flows assumptions in the table above would increase the fair value of the fixed-indexed annuity embedded derivatives, while increasing any of the other unobservable inputs in the table above would decrease the fair value of the embedded derivatives.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


Changes in balances of Level 3 financial assets and liabilities carried at fair value during the third quarter and first nine months of 2015 and 2014 are presented below (in millions). The transfers into and out of Level 3 were due to changes in the availability of market observable inputs. All transfers are reflected in the table at fair value as of the end of the reporting period.

  
 
 
Total realized/unrealized
gains (losses) included in
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2015
 
Net
income
 
Other
comprehensive
income (loss)
 
Purchases
and
issuances
 
Sales and
settlements
 
Transfer
into
Level 3
 
Transfer
out of
Level 3
 
Balance at September 30, 2015
AFS fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agency
$
15

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
15

State and municipal
84

 
—

 
1

 
9

 
(1
)
 
—

 
—

 
93

Residential MBS
296

 
(3
)
 
(1
)
 
—

 
(8
)
 
10

 
—

 
294

Commercial MBS
48

 
—

 
(1
)
 
—

 
(1
)
 
—

 
(1
)
 
45

Asset-backed securities
332

 
—

 
—

 
110

 
(3
)
 
20

 
(10
)
 
449

Corporate and other
597

 
—

 
7

 
24

 
(13
)
 
31

 
—

 
646

Equity securities
118

 
—

 
(2
)
 
7

 
—

 
—

 
—

 
123

Assets of MIE
29

 
(3
)
 
—

 
—

 
—

 
—

 
—

 
26

Embedded derivatives
(1,258
)
 
130

 
—

 
(88
)
 
18

 
—

 
—

 
(1,198
)


  
 
 
Total realized/unrealized
gains (losses) included in
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2014
 
Net
income
 
Other
comprehensive
income (loss)
 
Purchases
and
issuances
 
Sales and
settlements
 
Transfer
into
Level 3
 
Transfer
out of
Level 3
 
Balance at September 30, 2014
AFS fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agency
$
15

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
15

State and municipal
61

 
(1
)
 
(1
)
 
—

 
—