AMERICAN FINANCIAL GROUP INC - Quarter Report: 2021 September (Form 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, 2021

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____ to ____

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 ☑ No ☐

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock

AFG

New York Stock Exchange

5.875% Subordinated Debentures due March 30, 2059

AFGB

New York Stock Exchange

5.625% Subordinated Debentures due June 1, 2060

AFGD

New York Stock Exchange

5.125% Subordinated Debentures due December 15, 2059

AFGC

New York Stock Exchange

4.50% Subordinated Debentures due September 15, 2060

AFGE

New York Stock Exchange

As of November 1, 2021, there were 84,807,882 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
Part I — Financial Information
Item 1 — Financial Statements:
Consolidated Balance Sheet			2
Consolidated Statement of Earnings			3
Consolidated Statement of Comprehensive Income			4
Consolidated Statement of Changes in Equity			5
Consolidated Statement of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
Item 3 — Quantitative and Qualitative Disclosure about Market Risk			80
Item 4 — Controls and Procedures			80

Part II — Other Information

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			81
Item 6 — Exhibits			82
Signature			82

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AMERICAN FINANCIAL GROUP, INC. 10-Q

PART I

ITEM 1. — FINANCIAL STATEMENTS

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(Dollars in Millions)


	September 30, 2021		December 31, 2020
Assets:
Cash and cash equivalents	$	2,833	$	1,665
Investments:
Fixed maturities, available for sale at fair value (amortized cost — $10,211 and $8,812; allowance for expected credit losses of $9 and $12)	10,427		9,084
Fixed maturities, trading at fair value	29		24
Equity securities, at fair value	993		889
Investments accounted for using the equity method	1,407		1,235
Mortgage loans	537		377
Real estate and other investments	161		220
Total cash and investments	16,387		13,494
Recoverables from reinsurers	3,523		3,288
Prepaid reinsurance premiums	1,028		768
Agents’ balances and premiums receivable	1,492		1,229
Deferred policy acquisition costs	262		244
Assets of managed investment entities	5,130		4,971
Other receivables	1,097		678
Other assets	847		977
Goodwill	176		176
Assets of discontinued annuity operations	—		47,885
Total assets	$	29,942	$	73,710

Liabilities and Equity:
Unpaid losses and loss adjustment expenses	$	10,991	$	10,392
Unearned premiums	3,415		2,803
Payable to reinsurers	1,146		807
Liabilities of managed investment entities	5,034		4,914
Long-term debt	1,964		1,963
Other liabilities	2,152		1,584
Liabilities of discontinued annuity operations	—		44,458
Total liabilities	24,702		66,921

Shareholders’ equity:
Common Stock, no par value — 200,000,000 shares authorized — 84,795,008 and 86,345,246 shares outstanding	85		86
Capital surplus	1,315		1,281
Retained earnings	3,680		4,149
Accumulated other comprehensive income, net of tax	160		1,273
Total shareholders’ equity	5,240		6,789
Noncontrolling interests	—		—
Total equity	5,240		6,789
Total liabilities and equity	$	29,942	$	73,710

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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,
	2021		2020		2021		2020
Revenues:
Property and casualty insurance net earned premiums	$	1,529	$	1,381	$	3,952	$	3,774
Net investment income	169		122		521		314
Realized gains (losses) on:
Securities	(17)		23		103		(197)
Subsidiaries	—		(30)		4		(30)
Income of managed investment entities:
Investment income	45		46		135		154
Gain (loss) on change in fair value of assets/liabilities	1		(5)		9		(21)
Other income	27		19		70		62
Total revenues	1,754		1,556		4,794		4,056

Costs and Expenses:
Property and casualty insurance:
Losses and loss adjustment expenses	954		963		2,335		2,441
Commissions and other underwriting expenses	417		406		1,187		1,235
Interest charges on borrowed money	24		24		71		64
Expenses of managed investment entities	37		34		115		129
Other expenses	55		89		196		192
Total costs and expenses	1,487		1,516		3,904		4,061
Earnings (loss) from continuing operations before income taxes	267		40		890		(5)
Provision (credit) for income taxes	48		(48)		164		(52)
Net earnings from continuing operations, including noncontrolling interests	219		88		726		47
Net earnings (loss) from discontinued operations	—		76		914		(20)
Net earnings, including noncontrolling interests	219		164		1,640		27
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	—		—		—		(13)
Net Earnings Attributable to Shareholders	$	219	$	164	$	1,640	$	40

Earnings (Loss) Attributable to Shareholders per Basic Common Share from:
Continuing operations	$	2.57	$	1.00	$	8.52	$	0.67
Discontinued operations	—		0.86		10.72		(0.22)
Total basic earnings attributable to shareholders	$	2.57	$	1.86	$	19.24	$	0.45
Earnings (Loss) Attributable to Shareholders per Diluted Common Share:
Continuing operations	$	2.56	$	1.00	$	8.45	$	0.66
Discontinued operations	—		0.86		10.66		(0.21)
Total diluted earnings attributable to shareholders	$	2.56	$	1.86	$	19.11	$	0.45
Average number of Common Shares:
Basic	84.8		88.2		85.2		89.4
Diluted	85.2		88.5		85.8		89.9

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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,
	2021		2020		2021		2020
Net earnings, including noncontrolling interests	$	219	$	164	$	1,640	$	27

Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities:
Unrealized holding gains (losses) on securities arising during the period	(29)		194		(177)		350
Reclassification adjustment for realized (gains) losses included in net earnings	2		(12)		(16)		—
Reclassification adjustment for unrealized gains of subsidiaries sold	—		—		(884)		—
Total net unrealized gains (losses) on securities	(27)		182		(1,077)		350
Net unrealized gains (losses) on cash flow hedges:
Unrealized holding gains (losses) on cash flow hedges arising during the period	—		1		(1)		49
Reclassification adjustment for investment income included in net earnings	—		(7)		(11)		(25)
Reclassification adjustment for unrealized gains on cash flow hedges of subsidiaries sold	—		—		(29)		—
Total net unrealized gains (losses) on cash flow hedges	—		(6)		(41)		24
Foreign currency translation adjustments	(3)		—		(3)		(6)
Pension and other postretirement plans adjustments (“OPRP”):
Unrealized holding losses on pension and OPRP arising during the period	—		—		(1)		—
Reclassification adjustment for pension settlement loss included in net earnings	—		—		9		—
Total pension and OPRP adjustments	—		—		8		—
Other comprehensive income (loss), net of tax	(30)		176		(1,113)		368

Total comprehensive income, net of tax	189		340		527		395
Less: Comprehensive income (loss) attributable to noncontrolling interests	—		—		—		(11)
Comprehensive income attributable to shareholders	$	189	$	340	$	527	$	406

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AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

(Dollars in Millions)


		Shareholders’ Equity
						Accumulated
	Common	Common Stock and Capital		Retained		Other Comprehensive				Noncontrolling		Total
	Shares	Surplus		Earnings		Income		Total		Interests		Equity
Balance at June 30, 2021	84,713,927	$	1,388	$	4,023	$	190	$	5,601	$	—	$	5,601

Net earnings	—	—		219		—		219		—		219
Other comprehensive loss	—	—		—		(30)		(30)		—		(30)
Dividends ($6.50 per share)	—	—		(551)		—		(551)		—		(551)
Shares issued:
Exercise of stock options	153,842	6		—		—		6		—		6
Restricted stock awards	—	—		—		—		—		—		—
Other benefit plans	17,029	2		—		—		2		—		2
Dividend reinvestment plan	6,272	1		—		—		1		—		1
Stock-based compensation expense	—	4		—		—		4		—		4
Shares acquired and retired	(94,960)	(1)		(11)		—		(12)		—		(12)
Shares exchanged — benefit plans	(562)	—		—		—		—		—		—
Forfeitures of restricted stock	(540)	—		—		—		—		—		—

Balance at September 30, 2021	84,795,008	$	1,400	$	3,680	$	160	$	5,240	$	—	$	5,240

Balance at June 30, 2020	88,659,407	$	1,388	$	3,685	$	1,053	$	6,126	$	—	$	6,126
Net earnings	—	—		164		—		164		—		164
Other comprehensive income	—	—		—		176		176		—		176
Dividends ($0.45 per share)	—	—		(39)		—		(39)		—		(39)
Shares issued:
Exercise of stock options	19,865	1		—		—		1		—		1
Restricted stock awards	—	—		—		—		—		—		—
Other benefit plans	38,822	2		—		—		2		—		2
Dividend reinvestment plan	2,901	1		—		—		1		—		1
Stock-based compensation expense	—	5		—		—		5		—		5
Shares acquired and retired	(1,447,588)	(23)		(73)		—		(96)		—		(96)
Shares exchanged — benefit plans	(1,337)	—		—		—		—		—		—
Forfeitures of restricted stock	(5,488)	—		—		—		—		—		—
Other	—	(4)		—		4		—		—		—
Balance at September 30, 2020	87,266,582	$	1,370	$	3,737	$	1,233	$	6,340	$	—	$	6,340

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AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) — CONTINUED

(Dollars in Millions)


		Shareholders’ Equity												Redeemable
	Common	Common Stock and Capital		Retained		Accumulated Other Comp.				Noncon- trolling		Total		Noncon- trolling
	Shares	Surplus		Earnings		Income		Total		Interests		Equity		Interests
Balance at December 31, 2020	86,345,246	$	1,367	$	4,149	$	1,273	$	6,789	$	—	$	6,789

Net earnings	—	—		1,640		—		1,640		—		1,640
Other comprehensive loss	—	—		—		(1,113)		(1,113)		—		(1,113)
Dividends ($21.50 per share)	—	—		(1,826)		—		(1,826)		—		(1,826)
Shares issued:
Exercise of stock options	1,118,586	55		—		—		55		—		55
Restricted stock awards	207,020	—		—		—		—		—		—
Other benefit plans	60,494	7		—		—		7		—		7
Dividend reinvestment plan	42,926	5		—		—		5		—		5
Stock-based compensation expense	—	11		—		—		11		—		11
Shares acquired and retired	(2,769,182)	(44)		(274)		—		(318)		—		(318)
Shares exchanged — benefit plans	(91,926)	(1)		(9)		—		(10)		—		(10)
Forfeitures of restricted stock	(118,156)	—		—		—		—		—		—

Balance at September 30, 2021	84,795,008	$	1,400	$	3,680	$	160	$	5,240	$	—	$	5,240

Balance at December 31, 2019	90,303,686	$	1,397	$	4,009	$	863	$	6,269	$	—	$	6,269	$	—
Cumulative effect of accounting change	—	—		7		—		7		—		7		—
Net earnings (loss)	—	—		40		—		40		—		40		(13)
Other comprehensive income	—	—		—		366		366		—		366		2
Dividends ($1.35 per share)	—	—		(120)		—		(120)		—		(120)		—
Shares issued:
Exercise of stock options	229,208	10		—		—		10		—		10		—
Restricted stock awards	227,867	—		—		—		—		—		—		—
Other benefit plans	105,318	7		—		—		7		—		7		—
Dividend reinvestment plan	7,251	1		—		—		1		—		1		—
Stock-based compensation expense	—	15		—		—		15		—		15		—
Shares acquired and retired	(3,468,107)	(54)		(179)		—		(233)		—		(233)		—
Shares exchanged — benefit plans	(97,731)	(2)		(9)		—		(11)		—		(11)		—
Forfeitures of restricted stock	(40,910)	—		—		—		—		—		—		—
Other	—	(4)		(11)		4		(11)		—		(11)		11
Balance at September 30, 2020	87,266,582	$	1,370	$	3,737	$	1,233	$	6,340	$	—	$	6,340	$	—

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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,
	2021		2020
Operating Activities:
Net earnings, including noncontrolling interests	$	1,640	$	27
Adjustments:
Depreciation and amortization	160		248
Annuity benefits	377		905
Realized (gains) losses on investing activities	(1,111)		332
Net (purchases) sales of trading securities	(6)		18
Deferred annuity and life policy acquisition costs	(98)		(112)
Change in:
Reinsurance and other receivables	(987)		(597)
Other assets	238		120
Insurance claims and reserves	1,204		702
Payable to reinsurers	339		163
Other liabilities	88		(220)
Managed investment entities’ assets/liabilities	(78)		99
Other operating activities, net	(341)		11
Net cash provided by operating activities	1,425		1,696

Investing Activities:
Purchases of:
Fixed maturities	(6,907)		(7,817)
Equity securities	(110)		(354)
Mortgage loans	(179)		(197)
Equity index options and other investments	(313)		(699)
Real estate, property and equipment	(53)		(41)

Proceeds from:
Maturities and redemptions of fixed maturities	4,075		4,114
Repayments of mortgage loans	27		48
Sales of fixed maturities	690		3,123
Sales of equity securities	462		421
Sales and settlements of equity index options and other investments	562		673
Sales of real estate, property and equipment	25		7
Sales of businesses	3,547		—
Cash and cash equivalents of businesses sold	(2,060)		—
Managed investment entities:
Purchases of investments	(1,480)		(878)
Proceeds from sales and redemptions of investments	1,579		818
Other investing activities, net	32		10
Net cash used in investing activities	(103)		(772)

Financing Activities:
Annuity receipts	2,403		2,968
Ceded annuity receipts	(311)		(246)
Annuity surrenders, benefits and withdrawals	(1,931)		(2,506)
Ceded annuity surrenders, benefits and withdrawals	282		—
Net transfers from variable annuity assets	34		44
Additional long-term borrowings	—		635

Issuances of managed investment entities’ liabilities	1,665		30
Retirements of managed investment entities’ liabilities	(1,701)		(79)
Issuances of Common Stock	60		15
Repurchases of Common Stock	(318)		(233)
Cash dividends paid on Common Stock	(1,482)		(119)

Net cash provided by (used in) financing activities	(1,299)		509
Net Change in Cash and Cash Equivalents	23		1,433
Cash and cash equivalents at beginning of period	2,810		2,314
Cash and cash equivalents at end of period	$	2,833	$	3,747

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO NOTES

Accounting Policies

Goodwill and Other Intangibles

Discontinued Operations

Long-Term Debt

Sales of Businesses

Shareholders’ Equity

Segments of Operations

Income Taxes

Fair Value Measurements

Contingencies

Investments

Insurance

Managed Investment Entities

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 including reclassifying the assets and liabilities of the Annuity subsidiaries sold in May 2021 to assets and liabilities of discontinued annuity operations and their earnings to net earnings (loss) from discontinued operations. See Note B — “Discontinued Operations.” 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, 2021, and prior to the filing of this Form 10-Q, have been evaluated for potential recognition or disclosure herein.

Unless otherwise stated, the information in the Notes to the Consolidated Financial Statements relates to AFG’s continuing operations.

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.

Discontinued Operations 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.

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. AFG did not have any material nonrecurring fair value measurements in the first nine months of 2021.

Credit Losses on Financial Instruments On January 1, 2020, AFG adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides a new loss model for determining credit-related impairments for financial instruments measured at amortized cost (mortgage loans, premiums receivable and reinsurance recoverables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures. The estimate of expected credit losses considers historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. Expected credit losses, and subsequent increases or decreases in such expected losses, are recorded immediately through net earnings as an allowance that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the balance sheet at the amount expected to be collected. At the date of adoption, the impact of adjusting AFG’s existing allowances for uncollectable mortgage loans, premiums receivable and reinsurance recoverables to the allowances calculated under the new guidance resulted in a reduction in the net

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

allowance, which was recorded as the cumulative effect of an accounting change ($7 million increase in retained earnings at January 1, 2020).

The updated guidance also amended the other-than-temporary impairment model for available for sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. Subsequent increases or decreases in expected credit losses are recorded immediately in net earnings through realized gains (losses).

Investments Equity securities other than those accounted for under the equity method are reported at fair value with holding gains and losses generally recorded in realized gains (losses) on securities. However, AFG records holding gains and losses on securities classified as “trading” under previous guidance, its small portfolio of limited partnerships and similar investments carried at fair value and certain other securities classified at purchase as “fair value through net investment income” in net investment income.

Fixed maturity 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 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 loans (net of any allowance) are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the effective 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.

Limited partnerships and similar investments are generally accounted for using the equity method of accounting. Under the equity method, AFG records its share of the earnings or losses of the investee based on when it is reported by the investee in its financial statements rather than in the period in which the investee declares a dividend. AFG’s share of the earnings or losses from equity method investments is generally recorded on a quarter lag due to the timing of the receipt of the investee’s financial statements. AFG’s equity in the earnings (losses) of limited partnerships and similar investments is included in net investment income.

Realized gains or losses on the disposal of fixed maturity securities are determined on the specific identification basis. When a decline in the value of an available for sale fixed maturity is considered to be other-than-temporary at the balance sheet date, an allowance for credit losses (impairment), including any write-off of accrued interest, is charged to earnings (included in realized gains (losses) on securities). If management can assert that it does not intend to sell the security and it is not more likely than not that it will have to sell it before recovery of its amortized cost basis (net of allowance), then the impairment is separated into two components: (i) the allowance 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 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 charge. 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 is recorded in earnings to reduce the amortized cost (net of allowance) of that security to fair value.

Goodwill Goodwill represents the excess of cost of subsidiaries over AFG’s equity in their underlying net assets at the date of acquisition. 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 reports 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 under contracts to fund ceded losses as they become due. AFG also assumes reinsurance from other companies. Earnings on reinsurance assumed is recognized based on information received from ceding companies.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

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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 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.

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 G — “Managed Investment Entities”). AFG has determined that it is the primary beneficiary of these 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) through its investment in the CLO debt tranches, it has exposure to CLO losses (limited to the amount AFG invested) and the right to receive CLO benefits that could potentially be significant to the CLOs.

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.

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. AFG has 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 are measured by the change in the fair value of AFG’s investments in the CLOs and management fees earned.

At September 30, 2021, assets and liabilities of managed investment entities included $171 million in assets and $131 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 fourth quarter of 2021. At closing, all warehoused assets will 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.

Debt Issuance Costs Debt issuance costs related to AFG’s outstanding debt are presented in its Balance Sheet as a direct reduction in the carrying value of long-term debt and are amortized over the life of the related debt using the effective interest method as a component of interest expense. Debt issuance costs related to AFG’s revolving credit facilities are included in other assets in AFG’s Balance Sheet.

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Leases Leases for terms of longer than one year are recognized as assets and liabilities for the rights and obligations created by those leases on the balance sheet based on the present value of contractual cash flows.

At September 30, 2021 AFG has a $136 million lease liability included in other liabilities and a lease right-of-use asset of $118 million included in other assets compared to $159 million and $139 million, respectively, at December 31, 2020.

Noncontrolling Interests For balance sheet purposes, noncontrolling interests represent 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.

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.

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. The effect of a change in tax rates on deferred tax assets and liabilities is recorded in net earnings in the period that includes the enactment date.

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.

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 records excess tax benefits or deficiencies for share-based payments through income tax expense in the statement of earnings. In addition, AFG accounts for forfeitures of awards when they occur.

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 2021 and 2020 — 0.4 million and 0.3 million; first nine months of 2021 and 2020 — 0.6 million and 0.5 million.

There were no anti-dilutive potential common shares for the third quarter or the first nine months of 2021 or 2020.

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, property and equipment and businesses. “Financing activities” include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. 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.

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B. Discontinued Operations

Annuity Business On May 28, 2021, AFG completed the sale of its Annuity business to Massachusetts Mutual Life Insurance Company (“MassMutual”) with an effective date of May 31, 2021. MassMutual acquired Great American Life Insurance Company (“GALIC”) and its two insurance subsidiaries, Annuity Investors Life Insurance Company and Manhattan National Life Insurance Company. In addition to AFG’s annuity operations, these subsidiaries included AFG’s run-off life and long-term care operations. Proceeds from the sale were $3.57 billion (including $34 million in preliminary post-closing adjustments). AFG realized a $656 million net gain on the sale. The sale continues to be subject to tax-related post-closing adjustments, which are not expected to be material and are expected to be settled in 2022. Beginning with the first quarter of 2021, the results of the Annuity business sold were reported as discontinued operations in accordance with generally accepted accounting principles, which included adjusting prior period results to reflect these operations as discontinued.

Prior to the sale, AFG acquired approximately $480 million in investments accounted for using the equity method and approximately $100 million of directly owned real estate from GALIC.

Details of the assets and liabilities of the Annuity subsidiaries sold were as follows (in millions):


	May 31, 2021		December 31, 2020
Assets of businesses sold:
Cash and cash equivalents	$	2,060	$	1,145
Investments	38,323		38,011
Recoverables from reinsurers	6,748		6,804
Other assets	2,152		1,925
Total assets of discontinued annuity operations	49,283		47,885
Liabilities of businesses sold:
Annuity benefits accumulated	43,690		42,573
Other liabilities	1,813		1,885
Total liabilities of discontinued annuity operations	45,503		44,458
Receivable from AFG for real estate-related investments	—		537
Reclassify AOCI	(913)		(1,071)
Net investment in annuity businesses sold, excluding AOCI	$	2,867	$	2,893

Details of the results of operations for the discontinued annuity operations were (in millions):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021 (*)		2020
Net investment income	$	—	$	459	$	746	$	1,256
Realized gains (losses) on securities	—		22		112		(105)
Other income	—		26		52		91
Total revenues	—		507		910		1,242
Annuity benefits	—		203		377		905
Annuity and supplemental insurance acquisition expenses	—		172		136		250
Other expenses	—		38		73		118
Total costs and expenses	—		413		586		1,273
Earnings (loss) before income taxes from discontinued operations	—		94		324		(31)
Provision (credit) for income taxes on operations	—		18		66		(11)
Net earnings (loss) from operations, net of tax	—		76		258		(20)
Gain on sale, net of tax	—		—		656		—
Net earnings (loss) from discontinued operations	$	—	$	76	$	914	$	(20)

(*)Results through the May 31, 2021 effective date of the sale.

Net investment income in the table above excludes $10 million in the third quarter of 2020, and $51 million and $29 million in first nine months of 2021 and 2020, respectively, related to the real estate-related entities that AFG acquired from the discontinued annuity operations prior to the completion of the sale.

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The impact of the sale of the annuity business is shown below (in millions):


	May 31, 2021
Cash proceeds	$	3,537
Receivable from MassMutual	34
Sale related expenses	(8)
Total net proceeds	3,563

Net investment in annuity businesses sold, excluding AOCI	2,867
Reclassify net deferred tax asset	(199)
Pretax gain on sale	895
Income tax expense:
Reclassify net deferred tax asset	199
Tax liabilities triggered by pending sale in the first quarter of 2021	41
Other	(1)
Total income tax expense	239
Net gain on sale	$	656

Summarized cash flows for the discontinued annuity operations were (in millions):


	Nine months ended September 30,
	2021		2020
Net cash provided by operating activities	$	87	$	904
Net cash used in investing activities	(1,709)		(440)
Net cash provided by financing activities	477		260

Derivatives The vast majority of AFG’s derivatives were held by the sold annuity subsidiaries. The following table summarizes the gains (losses) included in net earnings (loss) from discontinued operations for changes in the fair value of derivatives that do not qualify for hedge accounting for the first nine months of 2021 and 2020 (in millions):


	Three months ended September 30,				Nine months ended September 30,
Derivative	2021		2020		2021 (*)		2020
MBS with embedded derivatives	$	—	$	(3)	$	(1)	$	2

Fixed-indexed and variable-indexed annuities (embedded derivative)	—		(5)		(222)		41
Equity index call options	—		203		237		(42)
Equity index put options	—		2		5		1
Reinsurance contract (embedded derivative)	—		1		1		—
	$	—	$	198	$	20	$	2

(*)Through the May 31, 2021 effective date of the sale.

C. Sales of Businesses

Annuity Operations See Note B — “Discontinued Operations,” for information on the sale of AFG’s annuity operations.

Neon In December 2019, AFG initiated actions to exit the Lloyd’s of London insurance market, which included placing Neon Underwriting Ltd. and its other Lloyd’s subsidiaries in run-off. Neon and its predecessor, Marketform, failed to achieve AFG’s profitability objectives since AFG’s purchase of Marketform in 2008. In December 2020, AFG completed the sale of GAI Holding Bermuda and its subsidiaries, comprising the legal entities that own Neon, to RiverStone Holdings Limited for proceeds of $6 million. The sale completed AFG’s exit from the Lloyd’s of London insurance market. In the second quarter of 2021, AFG recognized a pretax gain on sale of a subsidiary of $4 million related to contingent consideration received on the sale of Neon.

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Under GAAP accounting guidance, 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. Because AFG’s primary business continues to be commercial property and casualty insurance, as well as the immaterial expected impact on AFG’s ongoing results of operations, the sale of Neon was not reported as a discontinued operation.

An estimated loss of $30 million on the sale of Neon was recorded in AFG’s financial statements as of September 30, 2020 as shown below (in millions):


Estimated sale proceeds, net of expenses	$	4

Assets of businesses to be sold:
Cash and investments	$	461
Recoverables from reinsurers	198
Prepaid reinsurance premiums	30
Agents’ balances and premiums receivable	48
Other assets	73
Total assets	810
Liabilities of businesses to be sold:
Unpaid losses and loss adjustment expenses	598
Unearned premiums	83
Payable to reinsurers	39
Other liabilities	47
Total liabilities	767
Reclassify accumulated other comprehensive income	(9)
Net assets of businesses to be sold	$	34

Pretax loss on subsidiaries recorded in the third quarter of 2020	$	(30)

Revenues, costs and expenses, and earnings before income taxes for the subsidiaries sold were (in millions):


	Three months ended		Nine months ended
	September 30, 2020		September 30, 2020
Net earned premiums	$	42	$	174
Loss and loss adjustment expenses	60		166
Commissions and other underwriting expenses	20		90
Underwriting loss	(38)		(82)

Net investment income	1		(5)
Other income and expenses, net	(3)		(5)
Loss before income taxes and noncontrolling interests	$	(40)	$	(92)

D. Segments of Operations

Subsequent to the sale of its annuity operations, see Note B — “Discontinued Operations,” AFG manages its business as two segments: Property and casualty insurance and Other, which includes holding company costs and 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 and trucks, inland and ocean marine, agricultural-related products and other commercial property coverages, (ii) Specialty casualty, which includes primarily excess and surplus, executive and professional liability, general liability, umbrella and excess liability, specialty coverages 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 lending and leasing institutions (including equipment leasing and collateral and lender-placed mortgage property insurance), fidelity and surety 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

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deferred gains on retroactive reinsurance transactions related to the sales of businesses in prior years. 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 (loss) from continuing operations before income taxes by segment and sub-segment.


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Revenues
Property and casualty insurance:
Premiums earned:
Specialty
Property and transportation	$	700	$	574	$	1,547	$	1,350
Specialty casualty	613		560		1,772		1,663
Specialty financial	163		155		477		455
Other specialty	53		50		156		132
Other lines (a)	—		42		—		174
Total premiums earned	1,529		1,381		3,952		3,774
Net investment income (b)	165		112		467		277
Other income	4		—		9		8
Total property and casualty insurance	1,698		1,493		4,428		4,059
Other	73		60		208		195
Income on real estate-related entities (c)	—		10		51		29
Total revenues before realized gains (losses)	1,771		1,563		4,687		4,283
Realized gains (losses) on securities	(17)		23		103		(197)
Realized gains (losses) on subsidiaries	—		(30)		4		(30)
Total revenues	$	1,754	$	1,556	$	4,794	$	4,056

(a)Represents premiums earned in the Neon exited lines (which were sold in December 2020) during the third quarter and first nine months of 2020.

(b)Includes income of $1 million for the third quarter of 2020 and a loss of $5 million in the Neon exited lines in the first nine months of 2020 (primarily from the change in fair value of equity securities).

(c)Represents investment income from real estate-related entities acquired from the discontinued annuity operations while they were held by those operations. Subsequent to the sale of the annuity group, this income is included in the segment of the acquirer.

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	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Earnings (Loss) From Continuing Operations Before Income Taxes
Property and casualty insurance:
Underwriting:
Specialty
Property and transportation	$	45	$	47	$	163	$	107
Specialty casualty	110		53		237		132
Specialty financial	26		13		72		30
Other specialty	(12)		(9)		(16)		(22)
Other lines (a)	(1)		(86)		(2)		(133)
Total underwriting	168		18		454		114
Investment and other income, net (b)	161		100		451		249
Total property and casualty insurance	329		118		905		363
Other (c)	(45)		(74)		(173)		(152)
Income on real estate-related entities (d)	—		3		51		11
Total earnings from continuing operations before realized gains (losses) and income taxes	284		47		783		222
Realized gains (losses) on securities	(17)		23		103		(197)
Realized gains (losses) on subsidiaries	—		(30)		4		(30)
Total earnings (loss) from continuing operations before income taxes	$	267	$	40	$	890	$	(5)

(a)Includes an underwriting loss of $38 million in the third quarter of 2020 and $82 million in the first nine months of 2020 in the Neon exited lines. Also includes a special charge of $47 million in the third quarter of 2020 to increase asbestos and environmental (“A&E”) reserves.

(b)Includes $2 million and $10 million in the third quarter and first nine months of 2020, respectively, in net expenses from the Neon exited lines, before noncontrolling interest.

(c)Includes holding company interest and expenses, including a special charge of $21 million in the third quarter of 2020 to increase A&E reserves related to AFG’s former railroad and manufacturing operations.

(d)Represents investment income (net of DAC) from real estate-related entities acquired from the discontinued annuity operations while they were held by those operations. Subsequent to the sale of the annuity group, this income is included in the segment of the acquirer.

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E. 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, 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 corporate and municipal fixed maturity securities, asset-backed securities (“ABS”), mortgage-backed securities (“MBS”), certain non-affiliated common stocks 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 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 at the valuation date. 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 are classified as Level 3.

As discussed in Note A — “Accounting Policies — Managed Investment Entities,” AFG has set the carrying value of its 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. As a result, 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, 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 investment professionals 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 services regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.

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Assets and liabilities of continuing operations measured and carried at fair value in the financial statements are summarized below (in millions):


	Level 1		Level 2		Level 3		Total
September 30, 2021
Assets:
Available for sale (“AFS”) fixed maturities:
U.S. Government and government agencies	$	217	$	1	$	—	$	218
States, municipalities and political subdivisions	—		1,884		42		1,926
Foreign government	—		217		—		217
Residential MBS	—		736		18		754
Commercial MBS	—		113		—		113
Collateralized loan obligations	—		1,828		1		1,829
Other asset-backed securities	—		2,335		309		2,644
Corporate and other	15		2,463		248		2,726
Total AFS fixed maturities	232		9,577		618		10,427
Trading fixed maturities	—		29		—		29
Equity securities	681		44		268		993
Assets of managed investment entities (“MIE”)	316		4,802		12		5,130

Total assets accounted for at fair value	$	1,229	$	14,452	$	898	$	16,579
Liabilities:
Liabilities of managed investment entities	$	310	$	4,712	$	12	$	5,034

Total liabilities accounted for at fair value	$	310	$	4,712	$	12	$	5,034

December 31, 2020
Assets:
Available for sale fixed maturities:
U.S. Government and government agencies	$	195	$	3	$	—	$	198
States, municipalities and political subdivisions	—		2,273		39		2,312
Foreign government	—		176		—		176
Residential MBS	—		877		38		915
Commercial MBS	—		90		2		92
Collateralized loan obligations	—		1,046		16		1,062
Other asset-backed securities	—		1,742		305		2,047
Corporate and other	4		2,140		138		2,282
Total AFS fixed maturities	199		8,347		538		9,084
Trading fixed maturities	—		24		—		24
Equity securities	665		48		176		889
Assets of managed investment entities	217		4,733		21		4,971

Total assets accounted for at fair value	$	1,081	$	13,152	$	735	$	14,968
Liabilities:
Liabilities of managed investment entities	$	215	$	4,678	$	21	$	4,914

Total liabilities accounted for at fair value	$	215	$	4,678	$	21	$	4,914

Approximately 5% of the total assets of continuing operations carried at fair value at September 30, 2021, were Level 3 assets. Approximately 17% ($150 million) of those 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. Approximately $61 million (7%) of the Level 3 assets were priced by pricing services where either a single price was not corroborated, prices varied enough among the providers, or other market factors led management to determine these securities be classified as Level 3 assets. Approximately 17% ($149 million) of the Level 3 assets were equity investments (that do not qualify for equity method accounting) in limited partnerships whose prices were determined based on financial information provided by the limited partnerships.

Internally developed Level 3 asset fair values of continuing operations represent approximately $519 million (58%) of the total fair value of Level 3 assets at September 30, 2021. Internally priced fixed maturities are priced using a variety of

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inputs, including appropriate credit spreads over the treasury yield (of a similar duration), trade information and prices of comparable securities and other security specific features (such as optional early redemption). Internally developed prices for equity securities are based primarily on financial information of the entities invested in and sales of comparable companies. Since internally developed Level 3 asset fair values represent less than 10% of AFG’s Shareholders’ Equity, any justifiable changes in unobservable inputs used to determine internally developed fair values would not have a material impact on AFG’s financial position.

Changes in balances of Level 3 financial assets and liabilities carried at fair value during the third quarter and first nine months of 2021 and 2020 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, 2021		Net earnings (loss)		OCI		Purchases and issuances		Sales and settlements		Transfer into Level 3		Transfer out of Level 3		Balance at September 30, 2021
AFS fixed maturities:
U.S. government agency	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal	36		—		—		—		—		8		(2)		42
Residential MBS	28		(1)		—		—		(1)		—		(8)		18
Commercial MBS	—		—		—		—		—		—		—		—
Collateralized loan obligations	6		—		1		—		—		—		(6)		1
Other asset-backed securities	315		1		(1)		41		(38)		—		(9)		309
Corporate and other	220		—		(1)		36		(9)		2		—		248
Total AFS fixed maturities	605		—		(1)		77		(48)		10		(25)		618
Equity securities	245		7		—		20		(4)		—		—		268
Assets of MIE	15		(2)		—		1		—		—		(2)		12
Total Level 3 assets	$	865	$	5	$	(1)	$	98	$	(52)	$	10	$	(27)	$	898


			Total realized/unrealized gains (losses) included in
	Balance at June 30, 2020		Net earnings (loss)		OCI		Purchases and issuances		Sales and settlements		Transfer into Level 3		Transfer out of Level 3		Balance at September 30, 2020
AFS fixed maturities:
U.S. government agency	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal	41		—		—		—		—		—		—		41
Residential MBS	42		(1)		—		—		(3)		8		(1)		45
Commercial MBS	6		—		—		—		—		—		(4)		2
Collateralized loan obligations	55		—		1		—		—		—		—		56
Other asset-backed securities	293		(1)		2		8		(15)		14		(8)		293
Corporate and other	178		3		1		8		(28)		1		(26)		137
Total AFS fixed maturities	615		1		4		16		(46)		23		(39)		574
Equity securities	164		(5)		—		5		—		—		(5)		159
Assets of MIE	17		(2)		—		—		—		—		—		15
Assets of discontinued annuity operations	3,044		(7)		19		83		(113)		224		(193)		3,057
Total Level 3 assets	$	3,840	$	(13)	$	23	$	104	$	(159)	$	247	$	(237)	$	3,805

Liabilities of discontinued annuity operations	$	(3,675)	$	(5)	$	—	$	(56)	$	79	$	—	$	—	$	(3,657)
Total Level 3 liabilities	$	(3,675)	$	(5)	$	—	$	(56)	$	79	$	—	$	—	$	(3,657)

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


			Total realized/unrealized gains (losses) included in
	Balance at December 31, 2020		Net earnings (loss)		OCI		Purchases and issuances		Sales and settlements		Transfer into Level 3		Transfer out of Level 3		Sale of annuity business		Balance at September 30, 2021
AFS fixed maturities:
U.S. government agency	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal	39		—		—		—		(3)		8		(2)		—		42
Residential MBS	38		(4)		—		6		(2)		6		(26)		—		18
Commercial MBS	2		—		—		—		—		—		(2)		—		—
Collateralized loan obligations	16		1		—		—		(1)		—		(15)		—		1
Other asset-backed securities	305		1		—		131		(110)		14		(32)		—		309
Corporate and other	138		(1)		(2)		142		(29)		5		(5)		—		248
Total AFS fixed maturities	538		(3)		(2)		279		(145)		33		(82)		—		618
Equity securities	176		78		—		44		(23)		—		(7)		—		268
Assets of MIE	21		1		—		3		—		1		(14)		—		12
Assets of discontinued annuity operations	2,971		85		(21)		209		(328)		32		(229)		(2,719)		—
Total Level 3 assets	$	3,706	$	161	$	(23)	$	535	$	(496)	$	66	$	(332)	$	(2,719)	$	898

Liabilities of discontinued annuity operations	$	(3,933)	$	(222)	$	—	$	(146)	$	158	$	—	$	—	$	4,143	$	—
Total Level 3 liabilities	$	(3,933)	$	(222)	$	—	$	(146)	$	158	$	—	$	—	$	4,143	$	—


			Total realized/unrealized gains (losses) included in
	Balance at December 31, 2019		Net earnings (loss)		Other comprehensive income (loss)		Purchases and issuances		Sales and settlements		Transfer into Level 3		Transfer out of Level 3		Balance at September 30, 2020
AFS fixed maturities:
U.S. government agency	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal	40		—		2		—		(1)		—		—		41
Residential MBS	45		—		(1)		—		(5)		9		(3)		45
Commercial MBS	6		—		—		—		—		—		(4)		2
Collateralized loan obligations	1		(1)		4		—		—		52		—		56
Other asset-backed securities	256		(6)		3		69		(62)		41		(8)		293
Corporate and other	223		2		—		40		(39)		3		(92)		137
Total AFS fixed maturities	571		(5)		8		109		(107)		105		(107)		574
Equity securities	161		(22)		—		16		—		9		(5)		159
Assets of MIE	17		(4)		—		—		—		2		—		15
Assets of discontinued annuity operations	3,092		(27)		39		444		(325)		482		(648)		3,057
Total Level 3 assets	$	3,841	$	(58)	$	47	$	569	$	(432)	$	598	$	(760)	$	3,805

Liabilities of discontinued annuity operations	$	(3,730)	$	41	$	—	$	(180)	$	212	$	—	$	—	$	(3,657)
Total Level 3 liabilities	$	(3,730)	$	41	$	—	$	(180)	$	212	$	—	$	—	$	(3,657)

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Fair Value of Financial Instruments The carrying value and fair value of financial instruments of continuing operations that are not carried at fair value in the financial statements are summarized below (in millions):


	Carrying		Fair Value
	Value		Total		Level 1		Level 2		Level 3
September 30, 2021
Financial assets:
Cash and cash equivalents	$	2,833	$	2,833	$	2,833	$	—	$	—
Mortgage loans	537		555		—		—		555
Total financial assets not accounted for at fair value	$	3,370	$	3,388	$	2,833	$	—	$	555

Long-term debt	$	1,964	$	2,295	$	—	$	2,292	$	3
Total financial liabilities not accounted for at fair value	$	1,964	$	2,295	$	—	$	2,292	$	3

December 31, 2020
Financial assets:
Cash and cash equivalents	$	1,665	$	1,665	$	1,665	$	—	$	—
Mortgage loans	377		382		—		—		382
Total financial assets not accounted for at fair value	$	2,042	$	2,047	$	1,665	$	—	$	382

Long-term debt	$	1,963	$	2,325	$	—	$	2,322	$	3
Total financial liabilities not accounted for at fair value	$	1,963	$	2,325	$	—	$	2,322	$	3

F. Investments

Available for sale fixed maturities held by AFG’s continuing operations at September 30, 2021 and December 31, 2020, consisted of the following (in millions):


	Amortized Cost		Allowance for Expected Credit Losses		Gross Unrealized				Net Unrealized		Fair Value
					Gains		Losses
September 30, 2021
Fixed maturities:
U.S. Government and government agencies	$	216	$	—	$	3	$	(1)	$	2	$	218
States, municipalities and political subdivisions	1,849		—		77		—		77		1,926
Foreign government	216		—		2		(1)		1		217
Residential MBS	704		—		51		(1)		50		754
Commercial MBS	110		—		3		—		3		113
Collateralized loan obligations	1,827		1		5		(2)		3		1,829
Other asset-backed securities	2,631		7		25		(5)		20		2,644
Corporate and other	2,658		1		73		(4)		69		2,726
Total fixed maturities	$	10,211	$	9	$	239	$	(14)	$	225	$	10,427

December 31, 2020
Fixed maturities:
U.S. Government and government agencies	$	192	$	—	$	6	$	—	$	6	$	198
States, municipalities and political subdivisions	2,196		—		116		—		116		2,312
Foreign government	172		—		4		—		4		176
Residential MBS	859		—		57		(1)		56		915
Commercial MBS	89		—		3		—		3		92
Collateralized loan obligations	1,065		3		4		(4)		—		1,062
Other asset-backed securities	2,040		7		27		(13)		14		2,047
Corporate and other	2,199		2		88		(3)		85		2,282
Total fixed maturities	$	8,812	$	12	$	305	$	(21)	$	284	$	9,084

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Available for sale fixed maturities that are included in assets of discontinued annuity operations at December 31, 2020, consisted of the following (in millions):


	Amortized Cost		Allowance for Expected Credit Losses		Gross Unrealized				Net Unrealized		Fair Value
					Gains		Losses
December 31, 2020
Fixed maturities:
U.S. Government and government agencies	$	39	$	—	$	5	$	—	$	5	$	44
States, municipalities and political subdivisions	3,053		—		370		(2)		368		3,421
Foreign government	31		—		4		—		4		35
Residential MBS	1,953		3		194		(4)		190		2,140
Commercial MBS	659		—		40		(1)		39		698
Collateralized loan obligations	3,491		10		23		(13)		10		3,491
Other asset-backed securities	5,098		11		142		(53)		89		5,176
Corporate and other	17,272		4		1,874		(24)		1,850		19,118
Total fixed maturities	$	31,596	$	28	$	2,652	$	(97)	$	2,555	$	34,123

Equity securities held by AFG’s continuing operations, which are reported at fair value with holding gains and losses recognized in net earnings, consisted of the following at September 30, 2021 and December 31, 2020 (in millions):


	September 30, 2021						December 31, 2020
					Fair Value						Fair Value
	Actual Cost				over (under)		Actual Cost				over (under)
			Fair Value		Cost				Fair Value		Cost
Common stocks	$	464	$	563	$	99	$	516	$	510	$	(6)
Perpetual preferred stocks	386		430		44		369		379		10
Total equity securities carried at fair value	$	850	$	993	$	143	$	885	$	889	$	4

Investments accounted for using the equity method held by AFG’s continuing operations, by category, carrying value and net investment income are as follows (in millions):


	Carrying Value				Net Investment Income
	September 30, 2021		December 31, 2020		Three months ended September 30,				Nine months ended September 30,
					2021		2020		2021		2020
Real estate-related investments (*)	$	1,024	$	915	$	52	$	17	$	151	$	55
Private equity	336		266		21		21		66		4
Private debt	47		54		—		(2)		5		(6)
Total investments accounted for using the equity method	$	1,407	$	1,235	$	73	$	36	$	222	$	53

(*)Includes 88% invested in multi-family properties, 2% in single family properties and 10% in other property types as of September 30, 2021 and 87% invested in multi-family properties, 2% in single family properties and 11% in other property types as of December 31, 2020.

The earnings (losses) from these investments are generally reported on a three-month lag due to the timing required to obtain the necessary information from the funds. AFG regularly reviews and discusses fund performance with the fund managers to corroborate the reasonableness of the underlying reported asset values and to assess whether any events have occurred within the lag period that may materially affect the valuation of these investments.

With respect to partnerships and similar investments, AFG’s continuing operations had unfunded commitments of $302 million and $290 million as of September 30, 2021 and December 31, 2020, respectively.

Assets of discontinued annuity operations included investments accounted for under the equity method of $646 million as of December 31, 2020.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

The following table shows gross unrealized losses (dollars in millions) on available for sale fixed maturities held by AFG’s continuing operations by investment category and length of time that individual securities have been in a continuous unrealized loss position at the following balance sheet dates.


	Less Than Twelve Months						Twelve Months or More
	Unrealized Loss		Fair Value		Fair Value as % of Cost		Unrealized Loss		Fair Value		Fair Value as % of Cost
September 30, 2021
Fixed maturities:
U.S. Government and government agencies	$	(1)	$	97	99	%	$	—	$	19	100	%
States, municipalities and political subdivisions	—		13		100	%	—		15		100	%
Foreign government	(1)		48		98	%	—		—		—	%
Residential MBS	—		54		100	%	(1)		8		89	%
Commercial MBS	—		—		—	%	—		—		—	%
Collateralized loan obligations	(1)		687		100	%	(1)		168		99	%
Other asset-backed securities	(2)		662		100	%	(3)		76		96	%
Corporate and other	(3)		278		99	%	(1)		31		97	%
Total fixed maturities	$	(8)	$	1,839	100	%	$	(6)	$	317	98	%

December 31, 2020
Fixed maturities:
U.S. Government and government agencies	$	—	$	23	100	%	$	—	$	—	—	%
States, municipalities and political subdivisions	—		39		100	%	—		10		100	%
Foreign government	—		7		100	%	—		—		—	%
Residential MBS	(1)		86		99	%	—		7		100	%
Commercial MBS	—		7		100	%	—		5		100	%
Collateralized loan obligations	(1)		192		99	%	(3)		366		99	%
Other asset-backed securities	(10)		465		98	%	(3)		92		97	%
Corporate and other	(2)		133		99	%	(1)		17		94	%
Total fixed maturities	$	(14)	$	952	99	%	$	(7)	$	497	99	%

At September 30, 2021, the gross unrealized losses on fixed maturities of $14 million relate to 394 securities. Investment grade securities (as determined by nationally recognized rating agencies) represented approximately 74% of the gross unrealized loss and 94% of the fair value.

To evaluate fixed maturities for expected credit losses (impairment), management considers whether the unrealized loss is credit-driven or a result of changes in market interest rates, the extent to which fair value is less than cost basis, historical operating, balance sheet and cash flow data from the issuer, third party research and communications with industry specialists and discussions with issuer management.

AFG analyzes its MBS securities for expected credit losses (impairment) each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan to collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data.

Management believes AFG will recover its cost basis (net of any allowance) in the securities with unrealized losses and that AFG has the ability to hold the securities until they recover in value and had no intent to sell them at September 30, 2021.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Credit losses on available for sale fixed maturities are measured based on the present value of expected future cash flows compared to amortized cost. Beginning January 1, 2020, impairment losses are recognized through an allowance instead of directly writing down the amortized cost. Recoveries of previously impaired amounts are recorded as an immediate reversal of all or a portion of the allowance. In addition, the allowance on available for sale fixed maturities cannot cause the amortized cost net of the allowance to be below fair value. Accordingly, future changes in the fair value of an impaired security (when the allowance was limited by the fair value) due to reasons other than issuer credit (e.g. changes in market interest rates) result in increases or decreases in the allowance, which are recorded through realized gains (losses) on securities. A progression of the allowance for expected credit losses on fixed maturity securities held by AFG’s continuing operations is shown below (in millions):


	Structured Securities (*)		Corporate and Other		Total
Balance at June 30, 2021	$	8	$	1	$	9
Initial allowance for purchased securities with credit deterioration	—		—		—
Provision for expected credit losses on securities with no previous allowance	—		—		—
Additions (reductions) to previously recognized expected credit losses	—		—		—
Reductions due to sales or redemptions	—		—		—
Balance at September 30, 2021	$	8	$	1	$	9

Balance at June 30, 2020	$	11	$	3	$	14
Initial allowance for purchased securities with credit deterioration	—		—		—
Provision for expected credit losses on securities with no previous allowance	—		—		—
Additions (reductions) to previously recognized expected credit losses	—		—		—
Reductions due to sales or redemptions	—		—		—
Balance at September 30, 2020	$	11	$	3	$	14

Balance at January 1, 2021	$	10	$	2	$	12

Initial allowance for purchased securities with credit deterioration	—		—		—
Provision for expected credit losses on securities with no previous allowance	—		—		—
Additions (reductions) to previously recognized expected credit losses	(2)		1		(1)
Reductions due to sales or redemptions	—		(2)		(2)
Balance at September 30, 2021	$	8	$	1	$	9

Balance at January 1, 2020	$	—	$	—	$	—
Impact of adoption of new accounting policy	—		—		—
Initial allowance for purchased securities with credit deterioration	—		—		—
Provision for expected credit losses on securities with no previous allowance	12		4		16
Additions (reductions) to previously recognized expected credit losses	(1)		(1)		(2)
Reductions due to sales or redemptions	—		—		—
Balance at September 30, 2020	$	11	$	3	$	14

(*)Includes mortgage-backed securities, collateralized loan obligations and other asset-backed securities.

In the third quarter and first nine months of 2021 and 2020, AFG’s continuing operations did not purchase any securities with expected credit losses.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

The table below sets forth the scheduled maturities of AFG’s available for sale fixed maturities as of September 30, 2021 (dollars in millions). 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.


	Amortized		Fair Value
	Cost, net (*)		Amount		%
Maturity
One year or less	$	1,182	$	1,194	11	%
After one year through five years	2,571		2,662		26	%
After five years through ten years	901		939		9	%
After ten years	284		292		3	%
	4,938		5,087		49	%
Collateralized loan obligations and other ABS (average life of approximately 3 years)	4,450		4,473		43	%
MBS (average life of approximately 3 years)	814		867		8	%
Total	$	10,202	$	10,427	100	%

(*)Amortized cost, net of allowance for expected credit losses.

Certain risks are inherent in fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates.

There were no investments in individual issuers that exceeded 10% of shareholders’ equity at September 30, 2021 or December 31, 2020.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Net Unrealized Gain on Fixed Maturity Securities The following table shows (in millions) the components of the net unrealized gain on securities that is included in AOCI in AFG’s Balance Sheet.


	Pretax		Deferred Tax		Net
September 30, 2021
Net unrealized gain on fixed maturities	$	225	$	(47)	$	178










December 31, 2020
Net unrealized gain on fixed maturities held by continuing operations	$	284	$	(60)	$	224

Discontinued operations (*):
Net unrealized gain on fixed maturities	$	2,555	$	(536)	$	2,019
Deferred policy acquisition costs — annuity segment	(934)		196		(738)
Annuity benefits accumulated	(324)		68		(256)
Life, accident and health reserves	(3)		—		(3)
Unearned revenue	11		(2)		9
Total net unrealized gain from discontinued operations	1,305		(274)		1,031
Total net unrealized gain on fixed maturity securities	$	1,589	$	(334)	$	1,255

(*)In addition to adjusting fixed maturity securities classified as “available for sale” to fair value, GAAP requires that deferred policy acquisition costs and certain other balance sheet amounts related to AFG’s discontinued annuity, long-term care and life businesses be adjusted to the extent that unrealized gains and losses from securities would result in adjustments to those balances had the unrealized gains or losses actually been realized.

Net Investment Income The following table shows (in millions) investment income earned and investment expenses incurred in AFG’s continuing operations.


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Investment income:
Fixed maturities	$	73	$	73	$	217	$	232
Equity securities:
Dividends	6		9		21		27
Change in fair value (a) (b)	7		(2)		41		(10)
Equity in earnings of partnerships and similar investments	73		36		222		53
Other	14		8		28		17
Gross investment income	173		124		529		319
Investment expenses	(4)		(2)		(8)		(5)
Net investment income (b)	$	169	$	122	$	521	$	314

(a)Although the change in the fair value of the majority of AFG’s equity securities is recorded in realized gains (losses) on securities, AFG records holding gains and losses in net investment income on equity securities classified as “trading” under previous guidance and on a small portfolio of limited partnership and similar investments that do not qualify for the equity method of accounting.

(b)Net investment income in the third quarter and first nine months of 2020 includes income of $1 million and losses of $5 million, respectively, on investments held by the companies that comprise the Neon exited lines due primarily to the $7 million loss recorded on equity securities that are carried at fair value through net investment income.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Realized gains (losses) and changes in unrealized appreciation (depreciation) from continuing operations included in AOCI related to fixed maturity securities are summarized as follows (in millions):


	Three months ended September 30, 2021								Three months ended September 30, 2020
	Realized gains (losses)								Realized gains (losses)
	Before Impairments		Impairment Allowance		Total		Change in Unrealized		Before Impairments		Impairment Allowance		Total		Change in Unrealized
Fixed maturities	$	(2)	$	—	$	(2)	$	(35)	$	1	$	—	$	1	$	59
Equity securities	(15)		—		(15)		—		22		—		22		—
Mortgage loans and other investments	—		—		—		—		—		—		—		—
Total pretax	(17)		—		(17)		(35)		23		—		23		59
Tax effects	5		—		5		8		(5)		—		(5)		(12)
Net of tax	$	(12)	$	—	$	(12)	$	(27)	$	18	$	—	$	18	$	47

	Nine months ended September 30, 2021								Nine months ended September 30, 2020
	Realized gains (losses)								Realized gains (losses)
	Before Impairments		Impairment Allowance		Total		Change in Unrealized		Before Impairments		Impairment Allowance		Total		Change in Unrealized
Fixed maturities	$	(2)	$	1	$	(1)	$	(59)	$	5	$	(14)	$	(9)	$	39
Equity securities	104		—		104		—		(189)		—		(189)		—
Mortgage loans and other investments	—		—		—		—		1		—		1		—
Total pretax	102		1		103		(59)		(183)		(14)		(197)		39
Tax effects	(20)		—		(20)		13		38		3		41		(8)
Net of tax	$	82	$	1	$	83	$	(46)	$	(145)	$	(11)	$	(156)	$	31

All equity securities other than those accounted for under the equity method are carried at fair value through net earnings. AFG recorded net holding gains (losses) on equity securities from continuing operations during the third quarter and first nine months of 2021 and 2020 on securities that were still owned at September 30, 2021 and September 30, 2020 as follows (in millions):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Included in realized gains (losses)	$	(16)	$	17	$	82	$	(174)
Included in net investment income	7		(1)		41		(2)
	$	(9)	$	16	$	123	$	(176)

Gross realized gains and losses (excluding changes in impairment allowance and mark-to-market of derivatives) on available for sale fixed maturity investment transactions from continuing operations consisted of the following (in millions):


	Nine months ended September 30,
	2021		2020
Gross gains	$	4	$	8
Gross losses	(2)		(4)

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

G. Managed Investment Entities

AFG is the investment manager and its subsidiaries have investments ranging from 4.5% to 46.8% of the most subordinate debt tranche of twelve active collateralized loan obligation entities (“CLOs”), which are considered variable interest entities. AFG also owns portions of the senior debt tranches of certain of these CLOs. Upon formation between 2012 and 2020, these entities issued securities in various senior and subordinate classes and invested the proceeds primarily in secured bank loans, which serve as collateral for the debt securities issued by each CLO. None of the collateral was purchased from AFG. AFG’s investments in the subordinate debt tranches of these entities receive residual income from the CLOs only after the CLOs pay expenses (including management fees to AFG) and interest on and returns of capital to senior levels of debt securities. There are no contractual requirements for AFG to provide additional funding for these entities. AFG has not provided and does not intend to provide any financial support to these entities.

AFG’s maximum exposure to economic loss on the CLOs that it manages is limited to its investment in those CLOs, which had an aggregate fair value of $96 million (including $86 million invested in the most subordinate tranches) at September 30, 2021, and $200 million (including $143 million held by the discontinued annuity business) at December 31, 2020.

During the first nine months of 2020, AFG subsidiaries purchased $57 million face amount of senior and subordinate tranches of existing CLOs for $39 million. During the first nine months of 2021 and 2020, AFG subsidiaries received $41 million and less than $1 million, respectively, in sale and redemption proceeds from its CLO investments.

The revenues and expenses of the CLOs are separately identified in AFG’s Statement of Earnings, after the elimination of management fees and earnings attributable to shareholders of AFG as measured by the change in the fair value of AFG’s investments in the CLOs. Selected financial information related to the CLOs is shown below (in millions):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Investment in CLO tranches at end of period:
Held by continuing operations	$	96	$	47	$	96	$	47
Held by discontinued annuity operations	—		129		—		129
Total	$	96	$	176	$	96	$	176
Gains (losses) on change in fair value of assets/liabilities (*):
Assets	$	10	$	132	$	77	$	(184)
Liabilities	(9)		(137)		(68)		163
Management fees paid to AFG	4		3		12		11
CLO earnings (losses) attributable to AFG shareholders:
From continuing operations	$	5	$	4	$	17	$	(7)
From discontinued annuity operations	—		9		20		(14)
Total	$	5	$	13	$	37	$	(21)

(*)Included in revenues in AFG’s Statement of Earnings.

The aggregate unpaid principal balance of the CLOs’ fixed maturity investments exceeded the fair value of the investments by $63 million and $150 million at September 30, 2021 and December 31, 2020, respectively. The aggregate unpaid principal balance of the CLOs’ debt exceeded its carrying value by $174 million and $141 million at those dates. The CLO assets include loans with an aggregate fair value of $5 million at September 30, 2021 and $11 million at December 31, 2020, for which the CLOs are not accruing interest because the loans are in default (aggregate unpaid principal balance of $15 million at September 30, 2021 and $28 million at December 31, 2020).

In addition to the CLOs that it manages, AFG’s continuing operations had investments in CLOs that are managed by third parties (therefore not consolidated), which are included in available for sale fixed maturity securities and had a fair value of $1.83 billion at September 30, 2021 and $1.06 billion at December 31, 2020.

H. Goodwill and Other Intangibles

There were no changes in the goodwill balance from AFG’s continuing operations of $176 million during the first nine months of 2021.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Included in other assets in AFG’s Balance Sheet is $29 million at September 30, 2021 and $34 million at December 31, 2020 in amortizable intangible assets related to property and casualty insurance acquisitions. These amounts are net of accumulated amortization of $66 million and $62 million, respectively. Amortization of intangibles was $1 million and $3 million in the third quarter of 2021 and 2020, respectively, and $5 million and $9 million in the first nine months of 2021 and 2020, respectively.

I. Long-Term Debt

Long-term debt consisted of the following (in millions):


	September 30, 2021						December 31, 2020
	Principal		Discount and Issue Costs		Carrying Value		Principal		Discount and Issue Costs		Carrying Value
Direct Senior Obligations of AFG:
4.50% Senior Notes due June 2047	$	590	$	(2)	$	588	$	590	$	(2)	$	588
3.50% Senior Notes due August 2026	425		(3)		422		425		(3)		422
5.25% Senior Notes due April 2030	300		(5)		295		300		(6)		294
Other	3		—		3		3		—		3
	1,318		(10)		1,308		1,318		(11)		1,307

Direct Subordinated Obligations of AFG:
4.50% Subordinated Debentures due September 2060	200		(5)		195		200		(5)		195
5.125% Subordinated Debentures due December 2059	200		(6)		194		200		(6)		194
5.625% Subordinated Debentures due June 2060	150		(4)		146		150		(4)		146
5.875% Subordinated Debentures due March 2059	125		(4)		121		125		(4)		121
	675		(19)		656		675		(19)		656
	$	1,993	$	(29)	$	1,964	$	1,993	$	(30)	$	1,963

Scheduled principal payments on debt for the balance of 2021, the subsequent five years and thereafter are as follows: 2021 — none; 2022 — none; 2023 — none; 2024 — none; 2025 — none; 2026 — $425 million and thereafter — $1.57 billion.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

J. Shareholders’ Equity

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.

Accumulated Other Comprehensive Income, Net of Tax (“AOCI”) Comprehensive income is defined as all changes in shareholders’ equity except those arising from transactions with shareholders. Comprehensive income includes net earnings and other comprehensive income, which consists primarily of changes in net unrealized gains or losses on available for sale securities.

The progression of the components of accumulated other comprehensive income follows (in millions):


			Other Comprehensive Income (Loss)
	AOCI Beginning Balance		Pretax		Tax		Net of tax		Attributable to noncontrolling interests		Attributable to shareholders		Other		AOCI Ending Balance
Quarter ended September 30, 2021
Net unrealized gains (losses) on securities:
Unrealized holding losses on securities arising during the period			$	(37)	$	8	$	(29)	$	—	$	(29)
Reclassification adjustment for realized (gains) losses included in net earnings (*)			2		—		2		—		2

Total net unrealized gains (losses) on securities	$	205	(35)		8		(27)		—		(27)		$	—	$	178
Foreign currency translation adjustments	(16)		(3)		—		(3)		—		(3)		—		(19)
Pension and other postretirement plans adjustments (“OPRP”)	1		—		—		—		—		—		—		1
Total	$	190	$	(38)	$	8	$	(30)	$	—	$	(30)	$	—	$	160

Quarter ended September 30, 2020
Net unrealized gains on securities:
Unrealized holding gains on securities arising during the period			$	245	$	(51)	$	194	$	—	$	194
Reclassification adjustment for realized (gains) losses included in net earnings (*)			(15)		3		(12)		—		(12)
Total net unrealized gains on securities	$	1,030	230		(48)		182		—		182		$	—	$	1,212
Net unrealized gains (losses) on cash flow hedges:
Unrealized holding gains on cash flow hedges arising during the period			1		—		1		—		1
Reclassification adjustment for investment income included in net earnings from discontinued operations			(8)		1		(7)		—		(7)
Total net unrealized gains (losses) on cash flow hedges	47		(7)		1		(6)		—		(6)		—		41
Foreign currency translation adjustments	(17)		—		—		—		—		—		4		(13)
Pension and other postretirement plans adjustments	(7)		—		—		—		—		—		—		(7)
Total	$	1,053	$	223	$	(47)	$	176	$	—	$	176	$	4	$	1,233

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED


			Other Comprehensive Income (Loss)
	AOCI Beginning Balance		Pretax		Tax		Net of tax		Attributable to noncontrolling interests		Attributable to shareholders		Other		AOCI Ending Balance
Nine months ended September 30, 2021
Net unrealized gains (losses) on securities:
Unrealized holding losses on securities arising during the period			$	(224)	$	47	$	(177)	$	—	$	(177)
Reclassification adjustment for realized (gains) losses included in net earnings (*)			(21)		5		(16)		—		(16)
Reclassification for unrealized gains of subsidiaries sold			(1,119)		235		(884)		—		(884)
Total net unrealized gains (losses) on securities	$	1,255	(1,364)		287		(1,077)		—		(1,077)		$	—	$	178
Net unrealized gains (losses) on cash flow hedges:
Unrealized holding losses on cash flow hedges arising during the period			(1)		—		(1)		—		(1)
Reclassification adjustment for investment income included in net earnings from discontinued operations			(14)		3		(11)		—		(11)
Reclassification for unrealized gains on cash flow hedges of subsidiaries sold			(37)		8		(29)		—		(29)
Total net unrealized gains (losses) on cash flow hedges	41		(52)		11		(41)		—		(41)		—		—
Foreign currency translation adjustments	(16)		(3)		—		(3)		—		(3)		—		(19)
Pension and OPRP adjustments:
Unrealized holding losses on pension and OPRP arising during the period			(1)		—		(1)		—		(1)
Reclassification adjustment for pension settlement loss included in other expense in net earnings			11		(2)		9		—		9
Total pension and OPRP adjustments	(7)		10		(2)		8		—		8		—		1
Total	$	1,273	$	(1,409)	$	296	$	(1,113)	$	—	$	(1,113)	$	—	$	160

Nine months ended September 30, 2020
Net unrealized gains on securities:
Unrealized holding gains on securities arising during the period			$	443	$	(93)	$	350	$	—	$	350
Reclassification adjustment for realized (gains) losses included in net earnings (*)			—		—		—		—		—
Total net unrealized gains on securities	$	862	443		(93)		350		—		350		$	—	$	1,212
Net unrealized gains on cash flow hedges:
Unrealized holding gains on cash flow hedges arising during the period			62		(13)		49		—		49
Reclassification adjustment for investment income included in net earnings from discontinued operations			(31)		6		(25)		—		(25)
Total net unrealized gains on cash flow hedges	17		31		(7)		24		—		24		—		41
Foreign currency translation adjustments	(9)		(6)		—		(6)		(2)		(8)		4		(13)
Pension and other postretirement plans adjustments	(7)		—		—		—		—		—		—		(7)
Total	$	863	$	468	$	(100)	$	368	$	(2)	$	366	$	4	$	1,233

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

(*)The reclassification adjustment out of net unrealized gains (losses) on securities affected the following lines in AFG’s Statement of Earnings:

OCI component

Affected line in the statement of earnings

Pretax - continuing operations

Realized gains (losses) on securities

Pretax - discontinued operations

Net earnings (loss) from discontinued operations

Tax - continuing operations

Provision (credit) for income taxes

Tax - discontinued operations

Net earnings (loss) from discontinued operations

Stock Incentive Plans Under AFG’s stock incentive plans, employees of AFG and its subsidiaries are eligible to receive equity awards in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units and stock awards. In the first nine months of 2021, AFG issued 207,020 shares of restricted Common Stock (fair value of $111.13 per share) under the Stock Incentive Plan.

Total compensation expense related to stock incentive plans of AFG and its subsidiaries was $4 million and $5 million in the third quarter of 2021 and 2020 and $11 million and $15 million in the first nine months of 2021 and 2020.

K. Income Taxes

The following is a reconciliation of income taxes on continuing operations at the statutory rate of 21% to the provision for income taxes as shown in AFG’s Statement of Earnings (dollars in millions):


	Three months ended September 30,								Nine months ended September 30,
	2021				2020				2021				2020
	Amount		% of EBT		Amount		% of EBT		Amount		% of EBT		Amount		% of EBT
Earnings (loss) from continuing operations before income taxes (“EBT”)	$	267			$	40			$	890			$	(5)

Income taxes at statutory rate	$	56	21	%	$	8	21	%	$	187	21	%	$	(1)	21	%
Effect of:
Pending sale of Neon	—		—	%	(73)		(183	%)	—		—	%	(73)		1,460	%
Stock-based compensation	(2)		(1	%)	—		—	%	(12)		(1	%)	(3)		60	%
Employee stock ownership plan dividend paid deduction	(2)		(1	%)	(1)		(3	%)	(10)		(1	%)	(1)		20	%
Tax exempt interest	(2)		(1	%)	(2)		(5	%)	(6)		(1	%)	(7)		140	%
Dividends received deduction	—		—	%	(1)		(3	%)	(1)		—	%	(2)		40	%
Foreign operations	2		1	%	(4)		(10	%)	—		—	%	(3)		60	%
Adjustment to prior year taxes	(1)		—	%	1		3	%	(1)		—	%	1		(20	%)
Nondeductible expenses	2		1	%	1		3	%	6		1	%	3		(60	%)
Change in valuation allowance	(2)		(1	%)	20		50	%	1		—	%	31		(620	%)

Other	(3)		(1	%)	3		7	%	—		(1	%)	3		(61	%)
Provision (credit) for income taxes as shown in the statement of earnings	$	48	18	%	$	(48)	(120	%)	$	164	18	%	$	(52)	1,040	%

In September 2020, AFG reached a definitive agreement to sell the legal entities that own Neon (see Note C — “Sales of Businesses,” which resulted in a loss on sale for U.S. tax purposes. In accordance with accounting guidance for transactions that meet the GAAP “held for sale” criteria, AFG recorded a $73 million tax benefit associated with this loss in the third quarter of 2020. The changes in valuation allowance in the table above are primarily increases in the valuation allowance on tax benefits related to losses in the Neon Lloyd’s insurance business.

Approximately $27 million of AFG’s net operating loss carryforwards (“NOL”) subject to separate return limitation year (“SRLY”) tax rules will expire unutilized at December 31, 2021. Since AFG maintains a full valuation allowance against its SRLY NOLs, the expiration of these loss carryforwards will be offset by a corresponding reduction in the valuation allowance and will have no overall impact on AFG’s income tax expense or results of operations.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

L. Contingencies

There have been no significant changes to the matters discussed and referred to in Note N — “Contingencies” of AFG’s 2020 Form 10-K, which covers property and casualty insurance reserves for claims related to environmental exposures, asbestos and other mass tort claims and environmental and occupational injury and disease claims of subsidiaries’ former railroad and manufacturing operations.

M. Insurance

Property and Casualty Insurance Reserves The following table provides an analysis of changes in the liability for losses and loss adjustment expenses during the first nine months of 2021 and 2020 (in millions):


	Nine months ended September 30,
	2021		2020
Balance at beginning of year	$	10,392	$	10,232
Less reinsurance recoverables, net of allowance	3,117		3,024
Net liability at beginning of year	7,275		7,208
Provision for losses and LAE occurring in the current period	2,543		2,560
Net increase (decrease) in the provision for claims of prior years:
Special A&E charges	—		47
Other	(208)		(166)
Total losses and LAE incurred	2,335		2,441
Payments for losses and LAE of:
Current year	(589)		(592)
Prior years	(1,430)		(1,406)
Total payments	(2,019)		(1,998)

Foreign currency translation and other	—		(11)
Net liability at end of period	7,591		7,640
Add back reinsurance recoverables, net of allowance	3,400		3,114
Gross unpaid losses and LAE included in the balance sheet at end of period	$	10,991	$	10,754

The net decrease in the provision for claims of prior years during the first nine months of 2021 reflects (i) lower than anticipated claim frequency and severity in the transportation businesses, lower than expected losses in the crop business, lower than expected claim severity in the property and inland marine business and lower than expected claim frequency in the aviation business (within the Property and transportation sub-segment), (ii) lower than anticipated claim severity in the workers’ compensation businesses (within the Specialty casualty sub-segment) and (iii) lower than anticipated claim frequency in the surety and trade credit businesses and lower than expected claim frequency and severity in the financial institutions business (within the Specialty financial sub-segment). This favorable development was partially offset by (i) higher than expected claim frequency and severity in the equine business (within the Property and transportation sub-segment) and (ii) higher than anticipated claim severity in the general liability and targeted markets businesses (within the Specialty casualty sub-segment).

The net decrease in the provision for claims of prior years during the first nine months of 2020 reflects (i) lower than expected claim frequency and severity in the agricultural and transportation businesses (within the Property and transportation sub-segment), (ii) lower than anticipated claim severity in the workers’ compensation businesses and lower than anticipated claim frequency in the executive liability business (within the Specialty casualty sub-segment) and (iii) lower than anticipated claim frequency in the trade credit business and lower than anticipated claim frequency and severity in the financial institutions, fidelity and surety businesses (within the Specialty financial sub-segment). This favorable development was partially offset by (i) the $47 million special charge to increase asbestos and environmental reserves and (ii) higher than expected claim frequency in general liability contractor claims and higher than expected claim frequency and severity in the excess and surplus businesses (within the Specialty casualty sub-segment) and higher than expected losses at Neon.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Recoverables from Reinsurers and Premiums Receivable Progressions of the 2021 and 2020 allowance for expected credit losses on recoverables from reinsurers and premiums receivable related to continuing operations are shown below (in millions):


	Recoverables from Reinsurers				Premiums Receivable
	2021		2020		2021		2020
Balance at June 30	$	8	$	7	$	9	$	10
Provision (credit) for expected credit losses	—		—		1		1
Write-offs charged against the allowance	—		—		—		—
Balance at September 30	$	8	$	7	$	10	$	11

Balance at January 1	$	6	$	18	$	10	$	13
Impact of adoption of new accounting policy	—		(11)		—		(3)
Provision (credit) for expected credit losses	2		—		—		1
Write-offs charged against the allowance	—		—		—		—
Balance at September 30	$	8	$	7	$	10	$	11

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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	35	Results of Operations — Third Quarter	49
Overview	36	Segmented Statement of Earnings	49
Critical Accounting Policies	37	Property and Casualty Insurance	51
Liquidity and Capital Resources	37	Holding Company, Other and Unallocated	62
Ratios	37	Real Estate Entities Acquired from the Annuity Operations	64
Condensed Consolidated Cash Flows	38	Discontinued Annuity Operations	65
Parent and Subsidiary Liquidity	39	Results of Operations — First Nine Months	66
Investments	40	Segmented Statement of Earnings	66
Uncertainties	42	Property and Casualty Insurance	67
Managed Investment Entities	43	Holding Company, Other and Unallocated	76
Results of Operations	47	Real Estate Entities Acquired from the Annuity Operations	79
General	47	Discontinued Annuity Operations	79

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 words such as “anticipates”, “believes”, “expects”, “projects”, “estimates”, “intends”, “plans”, “seeks”, “could”, “may”, “should”, “will” or the negative version of those words or other comparable terminology. Such forward-looking statements include statements relating to: expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities, and the amount and timing of share repurchases; recoverability of asset values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.

Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons including but not limited to:

•changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad;

•performance of securities markets;

•new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG’s investment portfolio;

•the availability of capital;

•changes in insurance law or regulation, including changes in statutory accounting rules, including modifications to capital requirements;

•the effects of the COVID-19 outbreak, including the effects on the international and national economy and credit markets, legislative or regulatory developments affecting the insurance industry, quarantines or other travel or health-related restrictions;

•changes in the legal environment affecting AFG or its customers;

•tax law and accounting changes;

•levels of natural catastrophes and severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses;

•disruption caused by cyber-attacks or other technology breaches or failures by AFG or its business partners and service providers, which could negatively impact AFG’s business and/or expose AFG to litigation;

•development of insurance loss reserves and establishment of other reserves, particularly with respect to amounts associated with asbestos and environmental claims;

•availability of reinsurance and ability of reinsurers to pay their obligations;

•competitive pressures;

•the ability to obtain adequate rates and policy terms;

•changes in AFG’s credit ratings or the financial strength ratings assigned by major ratings agencies to AFG’s operating subsidiaries; and

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

•the impact of the conditions in the international financial markets and the global economy relating to AFG’s international operations.

The forward-looking statements herein are made only as of the date of this report. The Company 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, shareholder dividends, and taxes. Therefore, certain analyses are most meaningfully presented on a parent only basis while others are best done on a total enterprise basis. In addition, because 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.

Sale of the Annuity Business

On May 28, 2021, AFG sold its annuity business consisting of Great American Life Insurance Company (“GALIC”) and its two insurance subsidiaries, Annuity Investors Life Insurance Company and Manhattan National Life Insurance Company, as well as a broker-dealer affiliate, Great American Advisors, Inc., and insurance distributor, AAG Insurance Agency, Inc. to Massachusetts Mutual Life Insurance Company (“MassMutual”). Total proceeds from the sale were $3.57 billion. AFG realized an after-tax non-core gain on the sale of $656 million. Beginning with the first quarter of 2021 the results of the annuity businesses sold are reported as discontinued operations, in accordance with generally accepted accounting principles (“GAAP”), which included adjusting prior period results to reflect these operations as discontinued.

Results of Operations

Through the operations of its subsidiaries, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses. As discussed above, AFG’s former annuity operations are reported as discontinued operations.

AFG reported net earnings from continuing operations attributable to shareholders of $219 million ($2.56 per share, diluted) for the third quarter of 2021 compared to $88 million ($1.00 per share, diluted) for the third quarter of 2020, reflecting higher underwriting profit and higher net investment income in the third quarter of 2021 compared to the third quarter of 2020 and the impact of special A&E charges recorded in the third quarter of 2020, partially offset by net realized losses on securities in the third quarter of 2021 compared to net realized gains on securities in the third quarter of 2020.

AFG reported net earnings from continuing operations attributable to shareholders of $726 million ($8.45 per share, diluted) for the first nine months of 2021 compared to $60 million ($0.66 per share, diluted) for the first nine months of 2020 reflecting higher underwriting profit and net investment income, net realized gains on securities in 2021 compared to net realized losses in 2020 and the impact of special A&E charges recorded in 2020, partially offset by higher interest charges on borrowed money and holding company expenses.

Outlook

The COVID-19 pandemic began to have a significant impact on global, social and economic activity during the first quarter of 2020. AFG has taken actions under its business continuity plan to minimize risk to the Company’s employees and to prevent any significant disruption to AFG’s business, agents or policyholders.

Management believes that AFG’s strong financial position and current liquidity and capital at its subsidiaries will give AFG the flexibility to continue to effectively address and respond to the ongoing uncertainties presented by the pandemic. AFG’s insurance subsidiaries continue to have capital at or in excess of the levels required by ratings agencies in order to maintain their current ratings, and the parent company does not have any near-term debt maturities.

As a result of the contracted economy, exposures in many of AFG’s property and casualty businesses changed due to workforce reduction, fewer miles driven and reduced revenue. This has and may continue to lead to lower frequency in certain lines while there has and may continue to be COVID-19 related increases in claim frequency in other lines of business.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

There is also uncertainty as to potential government decree or legislation that could alter the coverage landscape, such as the imposition of retroactive business interruption insurance. Like most of the insurance industry, AFG’s business interruption coverages require direct physical damage to covered property for business interruption coverage to apply and the vast majority of AFG’s property policies also contain virus exclusions.

CRITICAL ACCOUNTING POLICIES

Significant accounting policies are summarized in Note A — “Accounting Policies” to the financial statements. The preparation of financial statements in conformity with GAAP 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 change and, thus, impact amounts reported in the future. The areas related to AFG’s continuing operations where management believes the degree of judgment required to determine amounts recorded in the financial statements is most significant are as follows:

•the establishment of insurance reserves, especially asbestos and environmental-related reserves,

•the recoverability of reinsurance,

•the establishment of asbestos and environmental liabilities of former railroad and manufacturing operations, and

•the valuation of investments, including the determination of impairment allowances.

For a discussion of these policies, see Management’s Discussion and Analysis — “Critical Accounting Policies” in AFG’s 2020 Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

Ratios

AFG’s debt to total capital ratio on a consolidated basis is shown below (dollars in millions):


	September 30, 2021			December 31,
				2020			2019
Principal amount of long-term debt	$	1,993		$	1,993		$	1,493
Total capital	7,055			7,486			6,883
Ratio of debt to total capital:
Including subordinated debt	28.2		%	26.6		%	21.7		%
Excluding subordinated debt	18.7		%	17.6		%	14.8		%

The ratio of debt to total capital is a non-GAAP measure that management believes is useful for investors, analysts and ratings agencies to evaluate AFG’s financial strength and liquidity and to provide insight into how AFG finances its operations. In addition, maintaining a ratio of debt, excluding subordinated debt and debt secured by real estate (if any), to total capital of 35% or lower is a financial covenant in AFG’s bank credit facility. The ratio is calculated by dividing the principal amount of AFG’s long-term debt by its total capital, which includes long-term debt, noncontrolling interests and shareholders’ equity (excluding unrealized gains (losses) related to fixed maturity investments).

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

Condensed Consolidated Cash Flows

AFG’s principal sources of cash include insurance premiums, income from its investment portfolio and proceeds from the maturities, redemptions and sales of investments. Insurance premiums in excess of acquisition expenses and operating costs are invested until they are needed to meet policyholder obligations or made available to the parent company through dividends to cover debt obligations and corporate expenses, and to provide returns to shareholders through share repurchases and dividends. Cash flows from operating, investing and financing activities as detailed in AFG’s Consolidated Statement of Cash Flows are shown below (in millions):


	Nine months ended September 30,
	2021		2020
Net cash provided by operating activities	$	1,425	$	1,696
Net cash used in investing activities	(103)		(772)
Net cash provided by (used in) financing activities	(1,299)		509
Net change in cash and cash equivalents	$	23	$	1,433

Net Cash Provided by Operating Activities AFG’s property and casualty insurance operations typically produce positive net operating cash flows as premiums collected and investment income exceed policy acquisition costs, claims payments and operating expenses. AFG’s net cash provided by operating activities is impacted by the level and timing of property and casualty premiums, claim and expense payments and recoveries from reinsurers. AFG’s discontinued annuity operations typically produced positive net operating cash flows as investment income exceeded acquisition costs and operating expenses. Interest credited on annuity policyholder funds is a non-cash increase in AFG’s annuity benefits accumulated liability and annuity premiums, benefits and withdrawals are considered financing activities due to the deposit-type nature of annuities. Cash flows provided by operating activities also include the activity of AFG’s managed investment entities (collateralized loan obligations (“CLO”)) other than those activities included in investing or financing activities. The changes in the assets and liabilities of the managed investment entities included in operating activities reduced cash flows from operating activities by $78 million during the first nine months of 2021 and increased cash flows from operating activities by $99 million in the first nine months of 2020, accounting for a $177 million decline in cash flows from operating activities in the 2021 period compared to the 2020 period. As discussed in Note A — “Accounting Policies — Managed Investment Entities” to the financial statements, AFG has no right to use the CLO assets and no obligation to pay the CLO liabilities and such assets and liabilities are shown separately in AFG’s Balance Sheet. Excluding the impact of the managed investment entities, net cash provided by operating activities was $1.50 billion in the first nine months of 2021 compared to $1.60 billion in the first nine months of 2020, a decrease of $94 million.

Net Cash Used in Investing Activities AFG’s investing activities consist primarily of the investment of funds provided by its property and casualty businesses and, prior to the May 2021 sale, its discontinued annuity operations. In May 2021, AFG sold its annuity business to MassMutual for initial cash proceeds of $3.54 billion. This increase in cash provided by investing activities was partially offset by a decrease in cash and cash equivalents of $2.06 billion representing balances held in the annuity subsidiaries that were sold. Excluding the impact of the May 2021 sale of the annuity business, net cash used in investing activities was $1.58 billion for the first nine months of 2021 compared to $772 million in the first nine months of 2020, an increase of $808 million. As discussed below (under net cash provided by (used in) financing activities), AFG’s discontinued annuity operations had net cash flows from annuity policyholders of $477 million in 2021 through the May 31, 2021 effective date of the sale compared to $260 million in the first nine months of 2020. In addition to the investment of funds provided by the insurance operations, investing activities also include the purchase and disposal of managed investment entity investments, which are presented separately in AFG’s Balance Sheet. Net investment activity in the managed investment entities was a $99 million source of cash in the first nine months of 2021 compared to a $60 million use of cash in the 2020 period, accounting for a $159 million decrease in net cash used in investing activities in the first nine months of 2021 compared to the same 2020 period. See Note A — “Accounting Policies — Managed Investment Entities” and Note G — “Managed Investment Entities” to the financial statements.

Net Cash Provided by (Used in) Financing Activities AFG’s financing activities consist primarily of issuances and retirements of long-term debt, issuances and repurchases of common stock, dividend payments and, prior to the sale of the annuity business, transactions with annuity policyholders. Net cash used in financing activities was $1.30 billion for the first nine months of 2021 compared to net cash provided by financing activities of $509 million in the first nine months of 2020, a decrease in net cash provided by financing activities of $1.81 billion. Net annuity receipts exceeded annuity surrenders, benefits, withdrawals and transfers by $477 million in 2021 through the May 31, 2021 effective date of the sale compared to $260 million in the first nine months of 2020, accounting for a $217 million increase in net cash provided by financing activities in the 2021 period compared to the 2020 period. In the first nine months of 2020, AFG issued

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

$150 million of 5.625% Subordinated Debentures due in 2060, $300 million of 5.25% Senior Notes due in 2030 and $200 million of 4.50% Subordinated Debentures due in 2060. The net proceeds of these offerings contributed $635 million to net cash provided by financing activities in the first nine months of 2020. During the first nine months of 2021, AFG repurchased $318 million of its Common Stock compared to $233 million in the 2020 period. In addition to its regular quarterly cash dividends, AFG paid special cash dividends of $2.00 per share in August 2021 and $14.00 per share in June 2021 totaling $1.36 billion, which resulted in total cash dividends paid of $1.48 billion in the first nine months of 2021 compared to $119 million in the first nine months of 2020. Financing activities also include issuances and retirements of managed investment entity liabilities, which are nonrecourse to AFG and presented separately in AFG’s Balance Sheet. Retirements of managed investment entity liabilities exceeded issuances by $36 million in the first nine months of 2021 compared to $49 million in the first nine months of 2020, accounting for a $13 million increase in net cash provided by financing activities in the 2021 period compared to the 2020 period. See Note A — “Accounting Policies — Managed Investment Entities” and Note G — “Managed Investment Entities” to the financial statements.

Parent and Subsidiary Liquidity

Parent Holding Company Liquidity Management believes AFG has sufficient resources to meet its liquidity requirements. If funds generated from operations, including dividends, tax payments and borrowings from subsidiaries, are insufficient to meet fixed charges in any period, AFG would be required to utilize parent company cash and investments or to generate cash through borrowings, sales of other assets, or similar transactions.

As discussed above, AFG sold its annuity business to MassMutual for proceeds of $3.57 billion (including $34 million in preliminary post-closing adjustments). AFG’s capital and liquidity was significantly enhanced as a result of the transaction. During the first nine months of 2021, AFG repurchased 2,769,182 shares of its Common Stock for $318 million and declared special cash dividends of $14.00 per share in May, $2.00 per share in July, and $4.00 per share in

September totaling $1.70 billion. In addition, on November 2, 2021, AFG declared a special cash dividend of $4.00 per share, payable on November 22, 2021. The aggregate amount of this special dividend will be approximately $340 million. Management will continue to evaluate opportunities for deploying AFG’s significant remaining excess capital, including returning capital to shareholders in the form of regular and special cash dividends and through opportunistic share repurchases. In addition, excess capital will be deployed into AFG’s core businesses as management identifies the potential for healthy, profitable organic growth, and opportunities to expand the Specialty property and casualty niche businesses through acquisitions and start-ups that meet target return thresholds.

In 2020, AFG repurchased 4,531,394 shares of its Common Stock for $313 million and paid a special cash dividend of $2.00 per share of AFG Common Stock in December totaling $173 million.

In 2020, AFG issued $300 million of 5.25% Senior Notes due in April 2030, $150 million of 5.625% Subordinated Debentures due in June 2060 and $200 million of 4.50% Subordinated Debentures due in September 2060 to increase liquidity and provide flexibility at the parent holding company in its response to the uncertainties of the economic environment. The net proceeds from the offerings were used for general corporate purposes, which included repurchases of outstanding common shares and the November 2020 redemption of AFG’s $150 million outstanding principal amount of 6% Subordinated Debentures due in November 2055 at par value.

AFG can borrow up to $500 million under its revolving credit facility, which expires in December 2025. Amounts borrowed under this agreement bear interest at rates ranging from 1.00% to 1.875% (currently 1.375%) over LIBOR based on AFG’s credit rating. The credit facility also includes provisions relating to the replacement of LIBOR with different floating rates in the event of the discontinuance of LIBOR. There were no borrowings under this agreement, or under any other parent company short-term borrowing arrangements, during 2020 or the first nine months of 2021.

Under a tax allocation agreement with AFG, its 80%-owned U.S. subsidiaries generally pay taxes to (or recover taxes from) AFG based on each subsidiary’s contribution to amounts due under AFG’s consolidated tax return.

Subsidiary Liquidity The liquidity requirements of AFG’s insurance subsidiaries relate primarily to the policyholder claims and underwriting expenses and payments of dividends and taxes to AFG. Historically, cash flows from premiums and investment income have generally provided more than sufficient funds to meet these requirements. Funds received in excess of cash requirements are generally invested in additional marketable securities. In addition, the insurance subsidiaries generally hold a significant amount of highly liquid, short duration investments.

AFG believes its insurance subsidiaries maintain sufficient liquidity to pay claims and underwriting expenses. In addition, these subsidiaries have sufficient capital to meet commitments in the event of unforeseen events such as reserve

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

deficiencies, inadequate premium rates or reinsurer insolvencies. Even in the current uncertain COVID-19 environment, management believes that the capital levels in AFG’s insurance subsidiaries are adequate to maintain its business and rating agency ratings. Nonetheless, changes in statutory accounting rules, significant declines in the fair value of the insurance subsidiaries’ investment portfolios or significant ratings downgrades on these investments, could create a need for additional capital.

Investments

AFG’s investment portfolio at September 30, 2021, contained $10.43 billion in fixed maturity securities classified as available for sale and carried at fair value with unrealized gains and losses included in accumulated other comprehensive income and $29 million in fixed maturities classified as trading with holding gains and losses included in net investment income. In addition, AFG’s investment portfolio includes $712 million in equity securities carried at fair value with holding gains and losses included in realized gains (losses) on securities and $281 million in equity securities carried at fair value with holding gains and losses included in net investment income.

Fair values for AFG’s portfolio are determined by AFG’s internal investment professionals using data from nationally recognized pricing services as well as non-binding broker quotes. Fair values of equity securities are generally based on published closing prices. For AFG’s fixed maturity portfolio, approximately 84% was priced using pricing services at September 30, 2021 and the balance was priced primarily by using non-binding broker quotes. When prices obtained for the same security vary, AFG’s internal investment professionals select the price they believe is most indicative of an exit price.

The pricing services use a variety of observable inputs to estimate fair value of fixed maturities that do not trade on a daily basis. Based upon information provided by the pricing services, these inputs include, but are not limited to, recent reported trades, benchmark yields, issuer spreads, bids or offers, reference data, and measures of volatility. Included in the pricing of mortgage-backed securities (“MBS”) are estimates of the rate of future prepayments and defaults of principal over the remaining life of the underlying collateral. Due to the lack of transparency in the process that brokers use to develop prices, valuations that are based on brokers’ prices are classified as Level 3 in the GAAP hierarchy unless the price can be corroborated, for example, by comparison to similar securities priced using observable inputs.

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, AFG communicates directly with pricing services regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the services to value specific securities.

In general, the fair value of AFG’s fixed maturity investments is inversely correlated to changes in interest rates. The following table demonstrates the sensitivity of such fair values to reasonably likely changes in interest rates by illustrating the estimated effect on AFG’s fixed maturity portfolio that an immediate increase of 100 basis points in the interest rate yield curve would have at September 30, 2021 (dollars in millions). Effects of increases or decreases from the 100 basis points illustrated would be approximately proportional.


Fair value of fixed maturity portfolio	$	10,456
Percentage impact on fair value of 100 bps increase in interest rates	(2.0		%)
Pretax impact on fair value of fixed maturity portfolio	$	(209)

Approximately 88% of the fixed maturities at September 30, 2021, were rated “investment grade” (credit rating of AAA to BBB) by nationally recognized rating agencies, 4% were rated “non-investment grade” and 8% were not rated. Investment grade securities generally bear lower yields and lower degrees of risk than those that are unrated and non-investment grade. Management believes that the high-quality investment portfolio should generate a stable and predictable investment return.

Municipal bonds represented approximately 19% of AFG’s fixed maturity portfolio at September 30, 2021. AFG’s municipal bond portfolio is high quality, with 99% of the securities rated investment grade at that date. The portfolio is well diversified across the states of issuance and individual issuers. At September 30, 2021, approximately 90% of the municipal bond portfolio was held in revenue bonds, with the remaining 10% held in general obligation bonds.

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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 September 30, 2021, is shown in the following table (dollars in millions). Approximately $1.06 billion of available for sale fixed maturity securities had no unrealized gains or losses at September 30, 2021.


	Securities With Unrealized Gains			Securities With Unrealized Losses
Available for Sale Fixed Maturities
Fair value of securities	$	7,212		$	2,156
Amortized cost of securities, net of allowance for expected credit losses	$	6,973		$	2,170
Gross unrealized gain (loss)	$	239		$	(14)
Fair value as % of amortized cost	103		%	99		%
Number of security positions	1,761			394
Number individually exceeding $2 million gain or loss	3			—
Concentration of gains (losses) by type or industry (exceeding 5% of unrealized):
States and municipalities	$	77		$	—

Mortgage-backed securities	54			(1)

Other asset-backed securities	25			(5)
Other financial institutions	8			(1)
Collateralized loan obligations	5			(2)
U.S. Government and government agencies	3			(1)


Percentage rated investment grade	93		%	94		%

The table below sets forth the scheduled maturities of AFG’s available for sale fixed maturity securities at September 30, 2021, based on their fair values. 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 With Unrealized Gains		Securities With Unrealized Losses
Maturity
One year or less	10	%	1	%
After one year through five years	32	%	15	%
After five years through ten years	11	%	6	%
After ten years	3	%	1	%
	56	%	23	%
Collateralized loan obligations and other asset-backed securities (average life of approximately 3 years)	34	%	74	%
Mortgage-backed securities (average life of approximately 3 years)	10	%	3	%
	100	%	100	%

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

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


	Aggregate Fair Value		Aggregate Unrealized Gain (Loss)		Fair Value as % of Cost
Fixed Maturities at September 30, 2021
Securities with unrealized gains:
Exceeding $500,000 (104 securities)	$	1,226	$	93	108	%
$500,000 or less (1,657 securities)	5,986		146		103	%
	$	7,212	$	239	103	%
Securities with unrealized losses:
Exceeding $500,000 (1 security)	$	1	$	(1)	50	%
$500,000 or less (393 securities)	2,155		(13)		99	%
	$	2,156	$	(14)	99	%

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


	Aggregate Fair Value		Aggregate Unrealized Loss		Fair Value as % of Cost
Securities with Unrealized Losses at September 30, 2021
Investment grade fixed maturities with losses for:
Less than one year (214 securities)	$	1,740	$	(7)	100	%
One year or longer (68 securities)	285		(3)		99	%
	$	2,025	$	(10)	100	%
Non-investment grade fixed maturities with losses for:
Less than one year (61 securities)	$	99	$	(1)	99	%
One year or longer (51 securities)	32		(3)		91	%
	$	131	$	(4)	97	%

When a decline in the value of a specific investment is considered to be other-than-temporary, an allowance for credit losses (impairment) is charged to earnings (accounted for as a realized loss). The determination of whether unrealized losses are other-than-temporary requires judgment based on subjective as well as objective factors as detailed in AFG’s 2020 Form 10-K under Management’s Discussion and Analysis — “Investments.”

Based on its analysis, management believes AFG will recover its cost basis (net of any allowance) in the fixed maturity securities with unrealized losses and that AFG has the ability to hold the securities until they recover in value and had no intent to sell them at September 30, 2021. Although AFG has the ability to continue holding its fixed maturity investments with unrealized losses, its intent to hold them may change due to deterioration in the issuers’ creditworthiness, decisions to lessen exposure to a particular issuer or industry, asset/liability management decisions, market movements, changes in views about appropriate asset allocation or the desire to offset taxable realized gains. Should AFG’s ability or intent change regarding 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, increases in the allowance for credit losses could be material to results of operations in future periods. Significant declines in the fair value of AFG’s investment portfolio could have a significant adverse effect on AFG’s liquidity. For information on AFG’s realized gains (losses) on securities, see “Results of Operations — Realized Gains (Losses) on Securities.”

Uncertainties

Management believes that the areas posing the greatest risk of material loss are the adequacy of its insurance reserves and contingencies arising out of its former railroad and manufacturing operations. See “Special asbestos and environmental reserve charges” under “Results of Operations — Property and Casualty Insurance Segment — Net prior year reserve development” for the quarters ended September 30, 2021 and 2020 and Management’s Discussion and

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

Analysis — “Uncertainties — Asbestos and Environmental-related (“A&E”) Insurance Reserves” in AFG’s 2020 Form 10–K.

MANAGED INVESTMENT ENTITIES

Accounting standards require AFG to consolidate its investments in collateralized loan obligation (“CLO”) entities that it manages and owns an interest in (in the form of debt). See Note A — “Accounting Policies — Managed Investment Entities” and Note G — “Managed Investment Entities” to the financial statements. The effect of consolidating these entities is shown in the tables below (in millions). The “Before CLO Consolidation” columns include AFG’s investment and earnings in the CLOs on an unconsolidated basis.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

CONDENSED CONSOLIDATING BALANCE SHEET


	Before CLO Consolidation		Managed Investment Entities		Consol. Entries			Consolidated As Reported
September 30, 2021
Assets:
Cash and investments	$	16,483	$	—	$	(96)	(*)	$	16,387
Assets of managed investment entities	—		5,130		—			5,130
Other assets	8,425		—		—		(*)	8,425
Total assets	$	24,908	$	5,130	$	(96)		$	29,942
Liabilities:
Unpaid losses and loss adjustment expenses and unearned premiums	$	14,406	$	—	$	—		$	14,406
Liabilities of managed investment entities	—		5,090		(56)		(*)	5,034
Long-term debt and other liabilities	5,262		—		—			5,262
Total liabilities	19,668		5,090		(56)			24,702

Shareholders’ equity:
Common Stock and Capital surplus	1,400		40		(40)			1,400
Retained earnings	3,680		—		—			3,680
Accumulated other comprehensive income, net of tax	160		—		—			160
Total shareholders’ equity	5,240		40		(40)			5,240
Noncontrolling interests	—		—		—			—
Total equity	5,240		40		(40)			5,240
Total liabilities and equity	$	24,908	$	5,130	$	(96)		$	29,942

December 31, 2020
Assets:
Cash and investments	$	13,550	$	—	$	(56)	(*)	$	13,494
Assets of managed investment entities	—		4,971		—			4,971
Other assets	7,361		—		(1)		(*)	7,360
Assets of discontinued annuity operations	47,885		—		—			47,885
Total assets	$	68,796	$	4,971	$	(57)		$	73,710
Liabilities:
Unpaid losses and loss adjustment expenses and unearned premiums	$	13,195	$	—	$	—		$	13,195
Liabilities of managed investment entities	—		4,971		(57)		(*)	4,914
Long-term debt and other liabilities	4,354		—		—			4,354
Liabilities of discontinued annuity operations	44,458		—		—			44,458
Total liabilities	62,007		4,971		(57)			66,921

Shareholders’ equity:
Common Stock and Capital surplus	1,367		—		—			1,367
Retained earnings	4,149		—		—			4,149
Accumulated other comprehensive income, net of tax	1,273		—		—			1,273
Total shareholders’ equity	6,789		—		—			6,789
Noncontrolling interests	—		—		—			—
Total equity	6,789		—		—			6,789
Total liabilities and equity	$	68,796	$	4,971	$	(57)		$	73,710

(*)Elimination of the fair value of AFG’s investment in CLOs and related accrued interest.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS


	Before CLO Consol. (a)		Managed Investment Entities		Consol. Entries			Consolidated As Reported
Three months ended September 30, 2021
Revenues:
Property and casualty insurance net earned premiums	$	1,529	$	—	$	—		$	1,529
Net investment income	174		—		(5)		(b)	169
Realized gains (losses) on:
Securities	(17)		—		—			(17)
Subsidiaries	—		—		—			—
Income of managed investment entities:
Investment income	—		45		—			45
Gain (loss) on change in fair value of assets/liabilities	—		(1)		2		(b)	1
Other income	31		—		(4)		(c)	27
Total revenues	1,717		44		(7)			1,754
Costs and Expenses:
Insurance benefits and expenses	1,371		—		—			1,371
Expenses of managed investment entities	—		44		(7)		(b)(c)	37
Interest charges on borrowed money and other expenses	79		—		—			79
Total costs and expenses	1,450		44		(7)			1,487
Earnings from continuing operations before income taxes	267		—		—			267
Provision (credit) for income taxes	48		—		—			48
Net earnings from continuing operations, including noncontrolling interests	219		—		—			219
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	—		—		—			—
Net earnings attributable to shareholders	$	219	$	—	$	—		$	219

Three months ended September 30, 2020
Revenues:
Property and casualty insurance net earned premiums	$	1,381	$	—	$	—		$	1,381
Net investment income	126		—		(4)		(b)	122
Realized gains (losses) on:
Securities	23		—		—			23
Subsidiaries	(30)		—		—			(30)
Income of managed investment entities:
Investment income	—		46		—			46
Gain (loss) on change in fair value of assets/liabilities	—		(8)		3		(b)	(5)
Other income	22		—		(3)		(c)	19
Total revenues	1,522		38		(4)			1,556
Costs and Expenses:
Insurance benefits and expenses	1,369		—		—			1,369
Expenses of managed investment entities	—		38		(4)		(b)(c)	34
Interest charges on borrowed money and other expenses	113		—		—			113
Total costs and expenses	1,482		38		(4)			1,516
Earnings from continuing operations before income taxes	40		—		—			40
Provision (credit) for income taxes	(48)		—		—			(48)
Net earnings from continuing operations, including noncontrolling interests	88		—		—			88
Net earnings (loss) from discontinued operations	76		—		—			76
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	—		—		—			—
Net earnings attributable to shareholders	$	164	$	—	$	—		$	164

(a)Includes income of $5 million in the third quarter of 2021 and $4 million in the third quarter of 2020, representing the change in fair value of AFG’s CLO investments plus $4 million and $3 million in the third quarter of 2021 and 2020, respectively, in CLO management fees earned.

(b)Elimination of the change in fair value of AFG’s investments in the CLOs, including $3 million in the third quarter of 2021 and $1 million in the third quarter of 2020, in distributions recorded as interest expense by the CLOs.

(c)Elimination of management fees earned by AFG.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS


	Before CLO Consol. (a)		Managed Investment Entities		Consol. Entries			Consolidated As Reported
Nine months ended September 30, 2021
Revenues:
Property and casualty insurance net earned premiums	$	3,952	$	—	$	—		$	3,952
Net investment income	538		—		(17)		(b)	521
Realized gains (losses) on:
Securities	103		—		—			103
Subsidiaries	4		—		—			4
Income of managed investment entities:
Investment income	—		135		—			135
Gain (loss) on change in fair value of assets/liabilities	—		1		8		(b)	9
Other income	82		—		(12)		(c)	70
Total revenues	4,679		136		(21)			4,794
Costs and Expenses:
Insurance benefits and expenses	3,522		—		—			3,522
Expenses of managed investment entities	—		136		(21)		(b)(c)	115
Interest charges on borrowed money and other expenses	267		—		—			267
Total costs and expenses	3,789		136		(21)			3,904
Earnings from continuing operations before income taxes	890		—		—			890
Provision (credit) for income taxes	164		—		—			164
Net earnings from continuing operations, including noncontrolling interests	726		—		—			726
Net earnings (loss) from discontinued operations	914		—		—			914
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	—		—		—			—
Net earnings attributable to shareholders	$	1,640	$	—	$	—		$	1,640

Nine months ended September 30, 2020
Revenues:
Property and casualty insurance net earned premiums	$	3,774	$	—	$	—		$	3,774
Net investment income	307		—		7		(b)	314
Realized gains (losses) on:
Securities	(197)		—		—			(197)
Subsidiaries	(30)		—		—			(30)
Income of managed investment entities:
Investment income	—		154		—			154
Gain (loss) on change in fair value of assets/liabilities	—		(10)		(11)		(b)	(21)
Other income	73		—		(11)		(c)	62
Total revenues	3,927		144		(15)			4,056
Costs and Expenses:
Insurance benefits and expenses	3,676		—		—			3,676
Expenses of managed investment entities	—		144		(15)		(b)(c)	129
Interest charges on borrowed money and other expenses	256		—		—			256
Total costs and expenses	3,932		144		(15)			4,061
Earnings from continuing operations before income taxes	(5)		—		—			(5)
Provision (credit) for income taxes	(52)		—		—			(52)
Net earnings from continuing operations, including noncontrolling interests	47		—		—			47
Net earnings (loss) from discontinued operations	(20)		—		—			(20)
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	(13)		—		—			(13)
Net earnings attributable to shareholders	$	40	$	—	$	—		$	40

(a)Includes income of $17 million in the first nine months of 2021 and a loss of $7 million in the first nine months of 2020, representing the change in fair value of AFG’s CLO investments plus $12 million and $11 million in the first nine months of 2021 and the first nine months of 2020, respectively, in CLO management fees earned.

(b)Elimination of the change in fair value of AFG’s investments in the CLOs, including $9 million in the first nine months of 2021 and $4 million in the first nine months of 2020, in distributions recorded as interest expense by the CLOs.

(c)Elimination of management fees earned by AFG.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

RESULTS OF OPERATIONS

General

AFG’s net earnings attributable to shareholders, determined in accordance with GAAP, include certain items that may not be indicative of its ongoing core operations. In addition to discontinued operations, core net operating earnings excludes realized gains (losses) on securities because such gains and losses are influenced significantly by financial markets, interest rates and the timing of sales. In addition, special charges related to coverage that AFG no longer writes, such as for asbestos and environmental exposures, are excluded from core earnings.

In January 2021, AFG entered into a definitive agreement to sell its annuity business to MassMutual. Beginning with the first quarter of 2021 and through the May 31, 2021 effective date of the sale, the results of its annuity segment and the run-off life and long-term care operations are reported as discontinued operations, in accordance with GAAP, which included adjusting prior period results to reflect these operations as discontinued.

AFG recorded $914 million in non-core net earnings from the discontinued annuity operations in the first nine months of 2021, which includes a $656 million after tax gain on the sale, compared to non-core net losses of $20 million in the first nine months of 2020. See “Discontinued Annuity Operations” below for details of the impact of the discontinued annuity operations on AFG’s net earnings attributable to shareholders for the third quarter of 2020 and first nine months of 2021 and 2020.

In December 2019, AFG initiated actions to exit the Lloyd’s of London insurance market, which included placing its Lloyd’s subsidiaries including its Lloyd’s Managing Agency, Neon Underwriting Ltd., into run-off. Neon and its predecessor, Marketform, failed to achieve AFG’s profitability objectives since AFG’s purchase of Marketform in 2008. Consistent with the treatment of other items that are not indicative of AFG’s ongoing operations (both favorable and unfavorable), beginning with the first quarter of 2020, AFG’s core net operating earnings for its property and casualty insurance segment excludes the run-off operations of Neon (“Neon exited lines”). In December 2020, AFG sold GAI Holding Bermuda and its subsidiaries, comprising the legal entities that own Neon, to RiverStone Holdings Limited.

AFG recorded non-core net losses of $109 million in the first nine months of 2020 related to the run-off of the Neon business, which, in accordance with generally accepted accounting principles, included an estimated $30 million loss on the sale of the business. In conjunction with the sale, AFG recognized a tax benefit of $73 million, resulting in a net unfavorable $36 million non-core after tax impact from the Neon exited lines in the first nine months of 2020. In the first nine months of 2021, AFG recognized a non-core after tax gain of $3 million related to contingent consideration received on the sale of Neon.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

The following table (in millions, except per share amounts) identifies non-core items and reconciles net earnings attributable to shareholders to core net operating earnings, a non-GAAP financial measure. AFG believes core net operating earnings is a useful tool for investors and analysts in analyzing ongoing operating trends and for management to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business.


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Components of net earnings attributable to shareholders:
Core operating earnings before income taxes	$	284	$	155	$	794	$	382
Pretax non-core items:
Realized gains (losses) on securities	(17)		23		103		(197)

Neon exited lines (*)	—		(70)		4		(122)
Special A&E charges	—		(68)		—		(68)
Other	—		—		(11)		—
Earnings (loss) before income taxes	267		40		890		(5)
Provision (credit) for income taxes:
Core operating earnings	53		34		152		76
Non-core items:
Realized gains (losses) on securities	(5)		5		20		(41)

Neon exited lines (*)	—		(73)		1		(73)
Special A&E charges	—		(14)		—		(14)
Other	—		—		(9)		—
Total provision (credit) for income taxes	48		(48)		164		(52)
Net earnings from continuing operations, including noncontrolling interests	219		88		726		47
Net earnings (loss) from discontinued operations	—		76		914		(20)
Less net earnings (loss) from continuing operations attributable to noncontrolling interests:

Neon exited lines (*)	—		—		—		(13)
Net earnings attributable to shareholders	$	219	$	164	$	1,640	$	40

Net earnings:
Core net operating earnings	$	231	$	121	$	642	$	306
Realized gains (losses) on securities	(12)		18		83		(156)

Neon exited lines (*)	—		3		3		(36)
Special A&E charges	—		(54)		—		(54)
Other	—		—		(2)		—
Net earnings from continuing operations	219		88		726		60
Discontinued annuity operations	—		76		914		(20)
Net earnings attributable to shareholders	$	219	$	164	$	1,640	$	40

Diluted per share amounts:
Core net operating earnings	$	2.71	$	1.38	$	7.48	$	3.40
Realized gains (losses) on securities	(0.15)		0.20		0.95		(1.72)

Neon exited lines (*)	—		0.03		0.04		(0.41)
Special A&E charges	—		(0.61)		—		(0.61)
Other	—		—		(0.02)		—
Diluted per share amounts, continuing operations	2.56		1.00		8.45		0.66
Discontinued annuity operations	—		0.86		10.66		(0.21)
Net earnings attributable to shareholders	$	2.56	$	1.86	$	19.11	$	0.45

(*)As discussed above, the Neon run-off operations are considered property and casualty insurance non-core earnings (losses). In the first nine months of 2021, AFG recognized a non-core after tax gain of $3 million related to contingent consideration received on the sale of Neon.

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

Net earnings attributable to shareholders were $219 million in the third quarter of 2021 compared to $164 million in the third quarter of 2020. The improved results reflects higher core net operating earnings and the impact of special A&E charges recorded in the third quarter of 2020, partially offset by net realized losses in the third quarter of 2021 compared to net realized gains on securities in the third quarter of 2020 and net earnings from the discontinued annuity operations in the third quarter of 2020. Core net operating earnings for the third quarter of 2021 increased $110 million compared to the third quarter of 2020 reflecting higher underwriting profit and net investment income in the property and casualty insurance segment. Realized gains (losses) on securities in the third quarter of 2021 and 2020 resulted primarily from the change in fair value of equity securities that were still held at the balance sheet date.

Net earnings attributable to shareholders were $1.64 billion in the first nine months of 2021 compared to $40 million in the first nine months of 2020. The improved results reflect higher core net operating earnings, net realized gains on securities in the first nine months of 2021 compared to net realized losses in the first nine months of 2020, the impact of special A&E charges and non-core losses from the Neon exited lines in the 2020 period and net earnings from the discontinued annuity operations in the first nine months of 2021 (through the sale date) compared to a net loss in the first nine months of 2020. The discontinued annuity operations includes an after-tax gain from the sale of the annuity subsidiaries of $656 million in the 2021 period. Core net operating earnings for the first nine months of 2021 increased $336 million compared to the first nine months of 2020 reflecting higher underwriting profit and net investment income in the property and casualty insurance segment, partially offset by higher interest charges on borrowed money and higher holding company expenses. Realized gains (losses) on securities in the first nine months of 2021 and 2020 resulted primarily from the change in fair value of equity securities that were still held at the balance sheet date.

RESULTS OF OPERATIONS — THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Segmented Statement of Earnings

Subsequent to the agreement to sell the Annuity subsidiaries, AFG reports its continuing operations as two segments: (i) Property and casualty insurance (“P&C”) and (ii) Other, which includes holding company costs and income and expenses related to the managed investment entities (“MIEs”).

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

AFG’s net earnings attributable to shareholders, determined in accordance with GAAP, include certain items that may not be indicative of its ongoing core operations. The following tables for the three months ended September 30, 2021 and 2020 identify such items by segment and reconcile net earnings attributable to shareholders to core net operating earnings, a non-GAAP financial measure that AFG believes is a useful tool for investors and analysts in analyzing ongoing operating trends (in millions):


			Other
	P&C		Annuity		Consol. MIEs		Holding Co., other and unallocated		Total		Non-core reclass		GAAP Total
Three months ended September 30, 2021
Revenues:
Property and casualty insurance net earned premiums	$	1,529	$	—	$	—	$	—	$	1,529	$	—	$	1,529
Net investment income	165		—		(5)		9		169		—		169

Realized gains (losses) on securities	—		—		—		—		—		(17)		(17)

Income of MIEs:
Investment income	—		—		45		—		45		—		45
Gain (loss) on change in fair value of assets/liabilities	—		—		1		—		1		—		1
Other income	4		—		(4)		27		27		—		27
Total revenues	1,698		—		37		36		1,771		(17)		1,754

Costs and Expenses:
Property and casualty insurance:
Losses and loss adjustment expenses	954		—		—		—		954		—		954
Commissions and other underwriting expenses	407		—		—		10		417		—		417
Interest charges on borrowed money	—		—		—		24		24		—		24
Expenses of MIEs	—		—		37		—		37		—		37
Other expenses	8		—		—		47		55		—		55
Total costs and expenses	1,369		—		37		81		1,487		—		1,487
Earnings (loss) from continuing operations before income taxes	329		—		—		(45)		284		(17)		267
Provision (credit) for income taxes	64		—		—		(11)		53		(5)		48
Net earnings from continuing operations, including noncontrolling interests	265		—		—		(34)		231		(12)		219
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	—		—		—		—		—		—		—
Core Net Operating Earnings	265		—		—		(34)		231
Non-core earnings (loss) attributable to shareholders (a):
Realized gains (losses) on securities, net of tax	—		—		—		(12)		(12)		12		—





Net Earnings Attributable to Shareholders	$	265	$	—	$	—	$	(46)	$	219	$	—	$	219

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued


			Other
	P&C		Annuity		Consol. MIEs		Holding Co., other and unallocated		Total		Non-core reclass		Neon exited lines (b)		GAAP Total
Three months ended September 30, 2020
Revenues:
Property and casualty insurance net earned premiums	$	1,339	$	—	$	—	$	—	$	1,339	$	—	$	42	$	1,381
Net investment income	111		10		(4)		4		121		—		1		122
Realized gains (losses) on:
Securities	—		—		—		—		—		23		—		23
Subsidiaries	—		—		—		—		—		—		(30)		(30)
Income of MIEs:
Investment income	—		—		46		—		46		—		—		46
Gain (loss) on change in fair value of assets/liabilities	—		—		(5)		—		(5)		—		—		(5)
Other income	—		1		(3)		21		19		—		—		19
Total revenues	1,450		11		34		25		1,520		23		13		1,556

Costs and Expenses:
Property and casualty insurance:
Losses and loss adjustment expenses	856		—		—		—		856		47		60		963
Commissions and other underwriting expenses	380		—		—		6		386		—		20		406
Interest charges on borrowed money	—		—		—		24		24		—		—		24
Expenses of MIEs	—		—		34		—		34		—		—		34
Other expenses	9		8		—		48		65		21		3		89
Total costs and expenses	1,245		8		34		78		1,365		68		83		1,516
Earnings (loss) from continuing operations before income taxes	205		3		—		(53)		155		(45)		(70)		40
Provision (credit) for income taxes	46		1		—		(13)		34		(9)		(73)		(48)
Net earnings from continuing operations, including noncontrolling interests	159		2		—		(40)		121		(36)		3		88
Less: Net earnings (loss) from continuing operations attributable to noncontrolling interests	—		—		—		—		—		—		—		—
Core Net Operating Earnings	159		2		—		(40)		121
Non-core earnings (loss) attributable to shareholders (a):
Realized gains (losses) on securities, net of tax	—		—		—		18		18		(18)		—		—
Discontinued operations, net of tax	—		78		—		(2)		76		—		—		76
Neon exited lines (b)	3		—		—		—		3		—		(3)		—
Special A&E charges, net of tax	(37)		—		—		(17)		(54)		54		—		—
Net Earnings Attributable to Shareholders	$	125	$	80	$	—	$	(41)	$	164	$	—	$	—	$	164

(a)See the reconciliation of core earnings to GAAP net earnings under “Results of Operations — General” for details on the tax and noncontrolling interest impacts of these reconciling items.

(b)As discussed under “Results of Operations — General,” the Neon run-off operations are considered property and casualty insurance non-core earnings (losses).

Property and Casualty Insurance Segment — Results of Operations

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. Underwriting profitability is measured by the combined ratio, which is a sum of the ratios of losses and loss adjustment expenses, and commissions and other underwriting expenses to premiums. A combined ratio under 100% indicates an underwriting profit. The combined ratio does not reflect net investment income, other income, other expenses or federal income taxes.

AFG’s property and casualty insurance operations contributed $329 million in GAAP pretax earnings in the third quarter of 2021 compared to $88 million in the third quarter of 2020, an increase of $241 million (274%). Property and casualty core pretax earnings were $329 million in the third quarter of 2021 compared to $205 million in the third quarter of 2020, an increase of $124 million (60%). The increase in GAAP pretax earnings reflects higher core pretax earnings and the impact of losses in the Neon exited lines (including the estimate loss on sale) and special A&E charges in the third quarter of 2020. The increase in core pretax earnings reflects higher core underwriting profit in the third quarter of 2021 compared

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AMERICAN FINANCIAL GROUP, INC. 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Continued

to the third quarter of 2020 and significantly higher net investment income. Improved results