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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
 
 

FORM 10-Q

 
 
 

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

Securities Exchange Act of 1934


For the Quarterly Period Ended
June 30, 2004

Commission File
No. 1-13653


AMERICAN FINANCIAL GROUP, INC.


Incorporated under
the Laws of Ohio

 IRS Employer I.D.
No. 31-1544320



One East Fourth Street, Cincinnati, Ohio 45202

(513) 579-2121

 

 

 

 

 

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

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

       As of August 1, 2004, there were 73,628,730 shares of the Registrant's Common Stock outstanding, excluding 9,953,392 shares owned by a subsidiary.

 

 

 

 

 


AMERICAN FINANCIAL GROUP, INC.

TABLE OF CONTENTS

 

 

 

Page 

Part I - Financial Information

 

  Item 1 - Financial Statements:

 

                Consolidated Balance Sheet

2 

                Consolidated Statement of Earnings

3 

                Consolidated Statement of Changes in Shareholders' Equity

4 

                Consolidated Statement of Cash Flows

5 

                Notes to Consolidated Financial Statements

6 

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

 

            and Results of Operations

18 

  Item  3 - Quantitative and Qualitative Disclosure of Market Risk

31 

  Item  4 - Controls and Procedures

31 

   

Part II - Other Information

 

  Item  2 - Changes in Securities, Use of Proceeds and Issuer
            
Purchases of Equity Securities

32 

  Item  4 - Submission of Matters to a Vote of Security Holders

32 

  Item  6 - Exhibits and Reports on Form 8-K

33 

  Signature

33 

   

                                                               

 
   

 

 

AMERICAN FINANCIAL GROUP, INC. 10-Q

PART I

FINANCIAL INFORMATION

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Dollars In Thousands)

 

June 30,

December 31,

 

       2004 

       2003 

Assets:

   

  Cash and short-term investments

$   594,736 

$   593,552 

  Investments:

   

   Fixed maturities:

   

    Available for sale - at market

 

 

    (amortized cost - $12,730,786 and $11,724,181)

12,843,386 

12,101,981 

    Trading - at market

248,486 

195,390 

   Other stocks - at market

   

    (cost - $316,581 and $258,466)

561,781 

454,866 

   Policy loans

246,027 

215,571 

   Real estate and other investments

    283,479 

    266,435 

       Total cash and investments

14,777,895 

13,827,795 

  Recoverables from reinsurers and prepaid

   

   reinsurance premiums

3,092,937 

3,131,775 

  Agents' balances and premiums receivable

589,423 

502,458 

  Deferred acquisition costs

1,000,278 

851,199 

  Other receivables

252,022 

320,517 

  Investments of managed investment entity

397,301 

424,669 

  Variable annuity assets (separate accounts)

587,715 

568,434 

  Prepaid expenses, deferred charges and other assets

408,266 

402,081 

  Goodwill

    170,026 

    168,330 

     
 

$21,275,863 

$20,197,258 

     

Liabilities and Capital:

   

  Unpaid losses and loss adjustment expenses

$ 4,871,274 

$ 4,909,109 

  Unearned premiums

1,709,065 

1,594,839 

  Annuity benefits accumulated

7,919,665 

6,974,629 

  Life, accident and health reserves

1,058,208 

1,018,861 

  Payable to reinsurers

381,091 

408,518 

  Long-term debt:

   

    Holding company

684,870 

574,618 

    Subsidiaries

346,480 

262,244 

  Payable to subsidiary trusts (issuers of preferred

   

    securities)

77,800 

265,472 

  Debt of managed investment entity

377,220 

406,547 

  Variable annuity liabilities (separate accounts)

587,715 

568,434 

  Accounts payable, accrued expenses and other 

   

    liabilities

    982,318 

    950,267 

        Total liabilities

18,995,706 

17,933,538 

     

  Minority interest

186,016 

187,559 

     

  Shareholders' Equity:

   

    Common Stock, no par value

   

      - 200,000,000 shares authorized

   

      - 73,446,865 and 73,056,085 shares outstanding

73,447 

73,056 

    Capital surplus

1,045,049 

1,035,784 

    Retained earnings

775,545 

664,721 

    Unrealized gain on marketable securities, net

    200,100 

    302,600 

        Total shareholders' equity

  2,094,141 

  2,076,161 

     
 

$21,275,863 

$20,197,258 

2

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EARNINGS

(In Thousands, Except Per Share Data)

 

 

Three months ended  

Six months ended    

 

      June 30,       

        June 30,        

 

2004 

2003 

2004 

2003 

Income:

       

  Property and casualty insurance premiums

$529,520 

$412,500 

$1,016,321 

$  955,285 

  Life, accident and health premiums

87,553 

83,218 

177,878 

162,728 

  Investment income

195,895 

187,244 

387,982 

389,123 

  Realized gains (losses) on:

 

 

 

 

    Securities

687 

17,556 

36,903 

19,289 

    Subsidiary

-    

7,704 

-    

(31,682)

  Revenues of managed investment entity

4,546 

-    

9,437 

-    

  Other income

  83,212 

  68,385 

   147,185 

   121,786 

 

901,413 

776,607 

1,775,706 

1,616,529 

Costs and Expenses:

       

  Property and casualty insurance:

       

    Losses and loss adjustment expenses

338,144 

317,336 

647,774 

688,248 

    Commissions and other underwriting 

       

      expenses

161,781 

123,796 

308,778 

280,187 

  Annuity benefits

73,765 

80,860 

146,031 

155,707 

  Life, accident and health benefits

65,905 

59,307 

135,219 

122,403 

  Annuity and life acquisition expenses

32,699 

33,271 

62,853 

59,569 

  Interest charges on borrowed money

18,097 

14,934 

35,185 

27,982 

  Interest on subsidiary trust obligations

1,545 

-    

6,006 

-    

  Expenses of managed investment entity

3,146 

-    

6,528 

-    

  Other operating and general expenses

 113,661 

  97,399 

   216,394 

   195,249 

 808,743 

 726,903 

 1,564,768 

 1,529,345 

         

Operating earnings before income taxes

92,670 

49,704 

210,938 

87,184 

Provision for income taxes

  29,260 

  13,727 

    66,642 

    19,361 

         

Net operating earnings

63,410 

35,977 

144,296 

67,823 

         

Minority interest expense, net of tax

(6,160)

(8,461)

(11,664)

(16,043)

Equity in net earnings (losses)

       

  of investees, net of tax

    (882)

   2,417 

    (1,800)

     2,974 

Earnings from continuing operations

56,368 

29,933 

130,832 

54,754 

Discontinued operations

(428)

577 

145 

876 

Cumulative effect of accounting change

    -    

    -    

    (1,837)

      -    

         

Net Earnings

$ 55,940 

$ 30,510 

$  129,140 

$   55,630 

         

Basic earnings per Common Share:

       

  Continuing operations

$.77 

$.43 

$1.79 

$.79 

  Discontinued operations

(.01)

.01 

-  

.01 

  Cumulative effect of accounting change

  -  

  -  

 (.03)

  -  

  Net earnings available to Common Shares

$.76 

$.44 

$1.76 

$.80 

         

Diluted earnings per Common Share:

       

  Continuing operations

$.76 

$.43 

$1.75 

$.79 

  Discontinued operations

(.01)

.01 

-  

.01 

  Cumulative effect of accounting change

  -  

  -  

 (.02)

  -  

  Net earnings available to Common Shares

$.75 

$.44 

$1.73 

$.80 

Average number of Common Shares:

       

  Basic

73,388 

69,579 

73,280 

69,435 

  Diluted

74,671 

69,925 

74,509 

69,665 

Cash dividends per Common Share

$.125 

$.125 

$.25 

$.25 

3

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in Thousands)

 

   

Common Stock 

 

Unrealized 

 
 

Common 

and Capital 

Retained 

Gain on 

 
 

    Shares 

     Surplus 

Earnings 

Securities 

     Total 

Balance at January 1, 2004

73,056,085 

$1,108,840 

$664,721 

$302,600 

$2,076,161 

           

Net earnings

-    

-    

129,140 

-    

129,140 

Change in unrealized

-    

-    

-    

(102,500)

  (102,500)

  Comprehensive income

       

26,640 

           

Dividends on Common Stock

-    

-    

(18,303)

-    

(18,303)

Shares issued:

         

  Exercise of stock options

250,499 

5,986 

-    

-    

5,986 

  Dividend reinvestment plan

5,170 

140 

-    

-    

140 

  Employee stock purchase plan

14,506 

425 

-    

-    

425 

  Retirement plan contributions

76,274 

2,269 

-    

-    

2,269 

  Deferred compensation distributions

33,620 

959 

-    

-    

959 

  Directors fees paid in stock

11,666 

339 

-    

-    

339 

Shares tendered in option exercises

(955)

(15)

(13)

-    

(28)

Other

      -    

      (447)

    -    

    -    

      (447)

           

Balance at June 30, 2004

73,446,865 

$1,118,496 

$775,545 

$200,100 

$2,094,141 

           
           
           
           
           

Balance at January 1, 2003

69,129,352 

$  992,171 

$409,777 

$323,900 

$1,725,848 

           

Net earnings

-    

-    

55,630 

-    

55,630 

Change in unrealized

-    

-    

-    

102,400 

   102,400 

  Comprehensive income

       

158,030 

           

Dividends on Common Stock

-    

-    

(17,333)

-    

(17,333)

Shares issued:

         

  Exercise of stock options

11,000 

233 

-    

-    

233 

  Dividend reinvestment plan

152,870 

3,140 

-    

-    

3,140 

  Employee stock purchase plan

24,072 

510 

-    

-    

510 

  Retirement plan contributions

313,334 

6,219 

-    

-    

6,219 

  Deferred compensation distributions

3,300 

71 

-    

-    

71 

  Directors fees paid in stock

2,274 

48 

-    

-    

48 

Shares acquired and retired

(4)

-    

-    

-    

-    

Other

      -    

    (2,541)

    -    

    -    

    (2,541)

           

Balance at June 30, 2003

69,636,198 

$  999,851 

$448,074 

$426,300 

$1,874,225 

           
           

 

 

4

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

 

Six months ended     

 

           June 30,        

 

2004 

2003 

Operating Activities:

  Net earnings

$  129,140 

$   55,630 

  Adjustments:

   

    Cumulative effect of accounting change

1,837 

-    

    Equity in net (earnings) losses of investees

1,800 

(2,974)

    Minority interest

11,664 

5,898 

    Depreciation and amortization

89,116 

93,539 

    Annuity benefits

146,031 

155,707 

    Realized (gains) losses on investing activities

(45,308)

6,783 

    Net purchases/sales of trading securities

(58,734)

301 

    Deferred annuity and life policy acquisition costs

(63,616)

(82,239)

    Decrease (increase) in reinsurance and

 

 

      other receivables

135,491 

(246,934)

    Decrease in other assets

30,221 

36,523 

    Increase in insurance claims and reserves

117,782 

369,408 

    Decrease in payable to reinsurers

(27,427)

(22,781)

    Decrease in other liabilities

(4,260)

(22,389)

    Other, net

     4,503 

     4,337 

 

   468,240 

   350,809 

     

Investing Activities:

   

  Purchases of and additional investments in:

   

    Fixed maturity investments

(3,021,929)

(3,549,798)

    Equity securities

(73,185)

(24,562)

    Subsidiary

(10,382)

-    

    Real estate, property and equipment

(12,192)

(14,088)

  Maturities and redemptions of fixed maturity

   

    investments

694,147 

949,402 

  Sales of:

 

 

    Fixed maturity investments

1,940,941 

2,093,884 

    Equity securities

31,055 

15,322 

    Subsidiaries

-    

247,380 

    Real estate, property and equipment

9,562 

7,433 

  Cash and short-term investments of businesses

   

    acquired or sold, net

27,857 

(112,666)

  Decrease (increase) in other investments

   (22,291)

     4,349 

 

  (436,417)

  (383,344)

Financing Activities:

   

  Fixed annuity receipts

340,259 

440,769 

  Annuity surrenders, benefits and withdrawals

(353,921)

(282,890)

  Net transfers from (to) variable annuity assets

(3,766)

6,747 

  Additional long-term borrowings

195,007 

220,715 

  Reductions of long-term debt

(7,897)

(328,180)

  Issuances of trust preferred securities

-    

33,943 

  Repurchases of trust preferred securities

(188,961)

-    

  Issuances of Common Stock

5,830 

666 

  Cash dividends paid on Common Stock

(18,163)

(14,193)

  Other, net

       973 

     1,562 

 

   (30,639)

    79,139 

     

Net Increase in Cash and Short-term Investments

1,184 

46,604 

 

 

 

Cash and short-term investments at beginning

   

  of period

   593,552 

   871,103 

     

Cash and short-term investments at end of period

$  594,736 

$  917,707 

5

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

_________________________________________________________________________________

INDEX TO NOTES

A.

Accounting Policies

H.

Minority Interest

B.

Acquisitions and Sales of Subsidiaries

I.

Shareholders' Equity

C.

Segments of Operations

J.

Discontinued Operation

D.

Deferred Acquisition Costs

K.

Equity in Net Earnings (Losses)

E.

Managed Investment Entity

 

of Investees

F.

Long-Term Debt

L.

Commitments and Contingencies

G.

Payable to Subsidiary Trusts

   
 

(Issuers of Preferred Securities)

   

________________________________________________________________________________

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

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

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

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

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

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

    6

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

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

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

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

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

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

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

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

    7

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

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

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

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

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

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

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

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    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

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

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

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

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

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

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

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

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    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

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

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

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

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

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

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

    The following table illustrates the effect on net earnings (in thousands) and earnings per share had compensation cost been recognized and determined based on the "fair values" at grant dates consistent with the method prescribed by

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    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED