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 Commission File March 31, 1995 No. 1-7361 AMERICAN FINANCIAL CORPORATION Incorporated under IRS Employer I.D. the Laws of Ohio No. 31-0624874 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 As of May 1, 1995, there were 53,000,000 shares of the Registrant's Common Stock outstanding, all of which were owned by American Premier Group, Inc. (At the Annual Meeting on June 6, 1995, shareholders of American Premier Group, Inc. will vote on a proposal to change that Company's name to American Financial Group, Inc.) Page 1 of 15 AMERICAN FINANCIAL CORPORATION 10-Q PART I FINANCIAL INFORMATION AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In Thousands) March 31, December 31, 1995 1994 Assets Cash and short-term investments $ 156,767 $ 171,335 Investments: Bonds and redeemable preferred stocks: Held to maturity - at amortized cost (market - $4,623,200 and $4,336,700) 4,739,842 4,629,633 Available for sale - at market (amortized cost - $2,023,414 and $1,938,853) 2,022,214 1,862,653 Other stocks - principally at market (cost - $132,026 and $137,106) 190,526 208,706 Investment in investee corporations 857,462 832,637 Loans receivable 629,207 641,964 Real estate and other investments 162,353 154,262 8,601,604 8,329,855 Recoverables from reinsurers and prepaid reinsurance premiums 923,447 902,063 Agents' balances and premiums receivable 348,661 363,156 Other receivables 200,173 197,119 Prepaid expenses, deferred charges and other assets 453,429 410,657 Cost in excess of net assets acquired 173,442 175,866 $10,857,523 $10,550,051 Liabilities and Capital Unpaid losses and loss adjustment expenses $ 2,968,587 $ 2,916,985 Unearned premiums 844,161 824,691 Annuity policyholders' funds accumulated 4,706,267 4,618,108 Long-term debt: Parent company 490,024 490,065 Subsidiaries 633,479 616,682 Accounts payable, accrued expenses and other liabilities 638,260 579,151 Minority interest 114,408 105,506 10,395,186 10,151,188 Mandatory Redeemable Preferred Stock 2,880 2,880 Preferred Stock (redemption value - $278,719) 168,484 168,484 Common Stock without par value 904 904 Retained earnings 252,769 223,095 Net unrealized gain on marketable securities, net of deferred income taxes 37,300 3,500 $10,857,523 $10,550,051 2 AMERICAN FINANCIAL CORPORATION 10-Q AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (In Thousands) Three months ended March 31, 1995 1994 Income: Property and casualty insurance premiums $349,133 $313,049 Investment income 152,334 141,070 Realized gains on sales of securities 3,476 14,967 Equity in net earnings of investee corporations 22,901 21,694 Other income 25,348 32,867 553,192 523,647 Costs and Expenses: Property and casualty insurance: Losses and loss adjustment expenses 243,643 231,017 Commissions and other underwriting expenses 119,611 105,668 Benefits to annuity policyholders 64,262 59,223 Interest charges on borrowed money 29,129 32,293 Other operating and general expenses 57,445 60,434 514,090 488,635 Earnings before income taxes and extraordinary items 39,102 35,012 Provision for income taxes 9,237 8,319 Earnings before extraordinary items 29,865 26,693 Extraordinary items, net of income taxes - (15,693) Net Earnings $ 29,865 $ 11,000 3 AMERICAN FINANCIAL CORPORATION 10-Q AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In Thousands) Three months ended March 31, 1995 1994 Operating Activities: Net earnings $ 29,865 $ 11,000 Adjustments: Extraordinary losses from retirement of debt - 15,693 Depreciation and amortization 7,723 4,505 Benefits to annuity policyholders 64,262 59,223 Equity in net earnings of investee corporations (22,901) (21,694) Changes in reserves on assets (1,154) 3,831 Realized gains on investing activities (3,568) (21,551) Decrease (increase) in reinsurance and other receivables 8,641 (7,082) Increase in prepaid expenses, deferred charges and other assets (49,619) (49,818) Increase in insurance claims and reserves 71,072 94,060 Decrease in other liabilities (13,960) (74,251) Increase in minority interest 3,102 8,585 Dividends from investees 5,815 5,250 Other, net (1,197) (1,243) 98,081 26,508 Investing Activities: Purchases of and additional investments in: Fixed maturity investments (254,863) (522,111) Equity securities - (1,269) Real estate, property and equipment (5,331) (7,936) Maturities and redemptions of fixed maturity investments 49,019 100,553 Sales of: Fixed maturity investments 54,732 292,081 Equity securities 9,007 48,932 Real estate, property and equipment 2,079 491 Decrease (increase) in other investments (3,574) 9,853 (148,931) (79,406) Financing Activities: Annuity receipts 119,420 94,906 Annuity surrenders, benefits and withdrawals (99,374) (86,400) Additional long-term borrowings 29,750 18,077 Reductions of long-term debt (13,176) (8,586) Repurchases of capital stock (147) (4,294) Cash dividends paid (191) (4,086) 36,282 9,617 Net Decrease in Cash and Short-term Investments (14,568) (43,281) Cash and short-term investments at beginning of period 171,335 167,950 Cash and short-term investments at end of period $156,767 $124,669 4 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Merger On April 3, 1995, American Financial Corporation ("AFC") merged with a newly formed subsidiary of American Premier Group, Inc. ("New American Premier"), another new company formed to own 100% of the common stock of both AFC and American Premier Underwriters, Inc. ("American Premier"). In the transaction, Carl H. Lindner and members of his family, who owned 100% of the Common Stock of AFC, exchanged their AFC Common Stock for approximately 55% of New American Premier voting common stock. Former shareholders of American Premier, including AFC and its subsidiaries, received shares of New American Premier stock on a one-for-one basis. No gain or loss will be recorded on the exchange of shares. AFC will continue to be a separate SEC reporting company with publicly traded debentures and preferred stock. Holders of AFC Series F and G Preferred Stock were granted voting rights equal to approximately 21% of the total voting power of AFC shareholders immediately prior to the merger. B. Accounting Policies Basis of Presentation The accompanying consolidated financial statements for American Financial Corporation and subsidiaries are unaudited, but 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. AFC's ownership of subsidiaries and significant investees with publicly traded shares was as follows: March 31, December 31, 1995 1994 1993 American Annuity Group, Inc. ("AAG") 80% 80% 80% American Financial Enterprises, Inc. ("AFEI") 83% 83% 83% American Premier Underwriters, Inc. (a) 45% 42% 41% Chiquita Brands International, Inc. 45% 46% 46% Citicasters Inc. 38% 37% 20% General Cable Corporation - (b) 45% <FN> (a) Exchanged for shares of New American Premier in April 1995. (b) Sold in June 1994. Investments Debt securities are classified as "held to maturity" and reported at amortized cost if AFC has the positive intent and ability to hold them to maturity. Debt and equity securities are classified as (i) "trading" and reported at fair value with unrealized gains and losses included in earnings if the securities are bought and held principally for selling in the near term and 5 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (ii) as "available for sale" and reported at fair value, with unrealized gains or losses reported as a separate component of shareholders' equity if the debt or equity securities are not classified as held to maturity or trading. Only in certain limited circumstances, such as significant issuer credit deterioration or if required by insurance or other regulators, may a company change its intent to hold a certain security to maturity without calling into question its intent to hold other debt securities to maturity in the future. Premiums and discounts on mortgage-backed securities are amortized over their expected average lives using the interest method. Gains or losses on sales of securities are recognized at the time of disposition with the amount of gain or loss 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 and the carrying value of that investment is reduced. Short-term investments are carried at cost; loans receivable are stated primarily at the aggregate unpaid balance. Investment in Investee Corporations Investments in securities of 20%- to 50%-owned companies are carried at cost, adjusted for AFC's proportionate share of their undistributed earnings or losses. Investments in less than 20%-owned companies are accounted for by the equity method when, in the opinion of management, AFC can exercise significant influence over operating and financial policies of the investee. Cost in Excess of Net Assets Acquired The excess of cost of subsidiaries and investees (purchased subsequent to October 1970) over AFC's equity in the underlying net assets ("goodwill") is being amortized over 40 years. The excess of AFC's equity in the net assets of other subsidiaries and investees over its cost of acquiring these companies ("negative goodwill") has been allocated to AFC's basis in these companies' fixed assets, goodwill and other long-term assets and is amortized on a 10- to 40-year basis. Insurance As discussed under "Reinsurance" below, unpaid losses and loss adjustment expenses and unearned premiums have not been reduced for reinsurance recoverable. Reinsurance In the normal course of business, AFC's insurance subsidiaries cede reinsurance to other companies to diversify risk and limit maximum loss arising from large claims. To the extent that any reinsuring companies are unable to meet obligations under the agreements covering reinsurance ceded, AFC's insurance subsidiaries would remain liable. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsurance policies. AFC'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. AFC's insurance subsidiaries also assume reinsurance from other companies. Income on reinsurance assumed is recognized based on reports received from ceding reinsurers. 6 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Deferred Policy Acquisition Costs Policy acquisition costs (principally commissions, premium taxes and other underwriting expenses) related to the production of new business are deferred and included in "Prepaid expenses, deferred charges and other assets". For the property and casualty companies, the deferral of acquisition costs is limited based upon their recoverability without any consideration for anticipated investment income. Deferred policy acquisition costs ("DPAC") are charged against income ratably over the terms of the related policies. For the annuity company, DPAC is amortized, with interest, in relation to the present value of expected gross profits on the policies. 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 the direct business written; (b) esti- mates received from ceding reinsurers and insurance pools and associations; (c) estimates of unreported losses based on past experience and (d) estimates based on experience of expenses for investigating and adjusting claims. These liabilities are subject to the impact of changes in claim amounts and frequency and other factors. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and loss adjustment expenses are adequate. 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. Premium Recognition Premiums are earned 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. Annuity Policyholders' Funds Accumulated Annuity receipts and benefit payments are generally recorded as increases or decreases in "annuity policyholders' funds 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. Income Taxes AFC files consolidated federal income tax returns which include all 80%-owned U.S. subsidiaries. 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. Benefit Plans AFC's Employee Stock Ownership Retirement Plan ("ESORP") is a noncontributory, trusteed plan which invests in securities of AFC and affiliates for the benefit of the employees of AFC and certain of its subsidiaries. The ESORP covers all employees of participating companies who are qualified as to age and length of service. Contributions are discretionary by the directors of participating companies and are charged against earnings in the year for which they are declared. 7 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED AFC and many of its subsidiaries provide health care and life insurance benefits to eligible retirees. AFC 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 the employees qualify for such benefits. In connection with the 1995 merger, full vesting was granted to holders of units under AFC's Book Value Incentive Plan and the plan was terminated. Cash payments, which were made in April to holders of the units, were accrued at December 31, 1994. Debt Discount Debt discount and expenses are being amortized over the lives of respective borrowings, generally on the interest method. Statement of Cash Flows For cash flow purposes, "investing activities" are defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. "Financing activities" include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, benefits and withdrawals are also reflected as financing activities. All other activities are considered "operating". Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements. C. Segments of Operations Through subsidiaries, AFC is engaged in several financial businesses, including property and casualty insurance, annuities and portfolio investing. AFC also owns significant portions of the voting equity securities of certain companies (investee corporations - see Note D). The following table (in thousands) shows AFC's revenues by significant business segment. Intersegment transactions are not significant. Three months ended March 31, 1995 1994 Revenues Property and casualty insurance: Underwriting $349,133 $313,049 Investment and other income 71,485 83,258 420,618 396,307 Annuities (*) 97,507 92,465 Other 12,166 13,181 530,291 501,953 Equity in net earnings of investee corporations 22,901 21,694 $553,192 $523,647 <FN> (*) Represents primarily investment income and realized gains. 8 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED D. Investee Corporations Investment in investee corporations represents AFC's ownership of securities of certain companies. All of the companies named in the following table are subject to the rules and regulations of the SEC. Market value of the investments was approximately $860 million and $890 million at March 31, 1995 and December 31, 1994, respectively. AFC's investment (and common stock ownership percentage) in these investees was as follows (dollars in thousands): Investment (Ownership %) March 31, December 31, 1995 1994 American Premier $535,906 (45%) $525,927 (42%) Chiquita 251,481 (45%) 237,015 (46%) Citicasters 70,075 (38%) 69,695 (37%) $857,462 $832,637 American Premier is a specialty property and casualty insurance company. Chiquita is a leading international marketer, processor and producer of quality food products. Citicasters owns and operates radio and television stations. As discussed in Note A, AFC received shares of New American Premier in exchange for its American Premier stock on a one- for-one basis in April 1995. Summarized financial information for AFC's investees follows (in millions): Three months ended March 31, American Premier 1995 1994 Revenues $433 $358 Net Earnings (Loss) 16 (56) American Premier's 1994 results included a $75.8 million loss on notes receivable from General Cable which American Premier sold back to General Cable at a discount in June. Three months ended March 31, Chiquita 1995 1994 Net Sales $1,028 $1,056 Operating Income 80 82 Income before Extraordinary Item 38 36 Extraordinary Item - (23) Net Income 38 13 Three months ended March 31, Citicasters 1995 1994 Net Revenues $29 $48 Operating Income 5 7 Net Earnings (Loss) 1 (2) In the third and fourth quarters of 1994, Citicasters sold four network-affiliated television stations for $355 million in cash and a warrant to purchase common stock of the purchaser. The proceeds were used to reduce debt and repurchase shares of common stock. 9 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED E. Long-Term Debt Long-term debt consisted of the following (in thousands): March 31, December 31, 1995 1994 American Financial Corporation (Parent Company): 9-3/4% Debentures due 2004 $203,759 $203,759 12% Debentures due 1999 (including Series A and B) 120,463 120,463 10% Debentures due 1999 (including Series A) 89,620 89,620 12-1/4% Debentures due 2003 51,556 51,556 Other 24,626 24,667 $490,024 $490,065 Subsidiaries: Great American Holding Corporation $386,253 $359,185 American Annuity Group, Inc. 174,168 183,242 American Financial Enterprises, Inc. 15,300 16,000 Other 57,758 58,255 $633,479 $616,682 In furtherance of the previously announced plan to use American Premier cash following the merger to retire debt, AFC (i) repaid $187 million of borrowings under its bank credit agreement in April 1995 and (ii) redeemed all of its outstanding 12% Debentures and 12-1/4% Debentures in May 1995, using funds borrowed under a new $675 million subordinated line of credit with American Premier. Borrowings under the American Premier credit line bear interest at 11-5/8% and convert to a four-year term loan in March 2005. At March 31, 1995, sinking fund and other scheduled principal payments on debt for the balance of 1995 and the subsequent five years, adjusted to reflect the debt transactions in April and May, were as follows (in thousands): Parent Company Subsidiaries Total 1995 $ - $ 61,069 $ 61,069 1996 - 1,600 1,600 1997 5,520 16,746 22,266 1998 - 175,114 175,114 1999 93,895 1,697 95,592 2000 - 6,856 6,856 Debentures purchased in excess of scheduled payments may be applied to satisfy any sinking fund requirement. The scheduled principal payments shown above assume that debentures purchased are applied to the earliest scheduled retirements. F. Mandatory Redeemable Preferred Stock At March 31, 1995 and December 31, 1994, there were 274,242 shares of $10.50 par value Series E Preferred Stock outstanding. These shares are nonvoting, cumulative and are to be retired, at par, in December 1995. 10 AMERICAN FINANCIAL CORPORATION 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED G. Other Preferred Stock Under provisions of both the Nonvoting (55.8 million shares authorized, including the redeemable issues) and Voting (3.5 million shares authorized, none outstanding) Cumulative Preferred Stock, the Board of Directors is authorized to divide the authorized stock into series and to set specific terms and conditions of each series. In connection with the merger discussed in Note A, in April 1995, the aggregate number of shares authorized was reduced to 38.1 million and voting rights were granted to the Series F and G shares. At March 31, 1995, the outstanding shares of other preferred stock consisted of the following: March 31, December 31, 1995 1994 Series F - $20.00 liquidation value per share; annual dividends per share $1.80; 10% may be retired annually at AFC's option in 1995 and 1996. 13,744,754 13,744,754 Series G - $10.50 liquidation value per share; annual dividends per share $1.05; may be retired at AFC's option. 364,158 364,158 H. Common Stock At March 31, 1995, Carl H. Lindner and certain members of the Lindner family owned all of the outstanding Common Stock of AFC. In connection with the April 1995 merger discussed in Note A, AFC issued 762,500 common shares upon exercise of stock options and increased the number of authorized common shares to 53.5 million. Following the merger, New American Premier owns 100% of the Common Stock. I. Extraordinary Items Extraordinary items consisted of the following (in thousands): 1994 Premium paid on AFC debentures retired in exchange offer ($ 6,159) Loss on subsidiary's prepayment of debt (net of minority interest of $74) (498) Share of loss on investee's prepayment of debt (net of income tax benefit of $374) (9,036) ($15,693) J. Cash Flows - Fixed Maturity Investments "Investing activities" related to fixed maturity investments in AFC's Statement of Cash Flows consisted of the following (in thousands): Held to Available 1995 Maturity For Sale Total Purchases $ 97,511 $157,352 $254,863 Maturities and paydowns 26,700 22,319 49,019 Sales - 54,732 54,732 1994 Purchases $373,379 $148,732 $522,111 Maturities and paydowns 51,480 49,073 100,553 Sales 7,781 284,300 292,081 K. Pending Legal Proceedings Counsel has advised AFC that there is little likelihood of any substantial liability being incurred from any litigation pending against AFC and subsidiaries. 11 AMERICAN FINANCIAL CORPORATION 10-Q ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations GENERAL AFC is organized as a holding company with almost all of its operations being conducted by subsidiaries and investees. The parent corporation, however, has continuing expenditures for administrative expenses and corporate services and, most importantly, for the payment of principal and interest on borrowings and dividends on AFC Preferred Stock. Therefore, certain analyses are best done on a parent only basis while others are best done on a total enterprise basis. In addition, since most of its businesses are financial in nature, AFC does not prepare its consolidated financial statements using a current-noncurrent format. Consequently, certain traditional ratios and financial analysis tests are not meaningful. MERGER As discussed in Note A to the financial statements, on April 3, 1995, AFC merged with a newly formed subsidiary of American Premier Group, Inc., another new company formed to own both AFC and American Premier. Following the merger, AFC borrowed funds from American Premier to retire $187 million of its bank debt. In April 1995, AFC called an additional $185 million of its publicly traded debt for redemption in May. AFC financed this transaction with borrowings from American Premier (See "Sources of Funds" below). LIQUIDITY AND CAPITAL RESOURCES Ratios The ratio of AFC's (parent only) long-term debt to equity (excluding Mandatory Redeemable Preferred Stock) was 1.07 at March 31, 1995, compared to 1.24 at December 31, 1994. AFC's ratio of earnings to fixed charges on a total enterprise basis was 1.84 for the first three months of 1995 compared to 1.69 for the entire year of 1994; ratios of earnings to fixed charges and preferred dividends were 1.52 and 1.40 for the same periods. Sources of Funds A wholly-owned subsidiary, Great American Holding Corporation ("GAHC"), has a revolving credit agreement with several banks under which it can borrow up to $300 million. The credit line converts to a four-year term loan in December 1996 with scheduled principal payments to begin in March 1997. Borrowings under the credit line are made by GAHC and are advanced to AFC. The line is guaranteed by AFC and secured by 50% of the stock of Great American Insurance Company ("GAI"). GAHC had borrowings of $160 million outstanding under the agreement at December 31, 1994 and $187 million borrowed at March 31, 1995. In April 1995, AFC entered into a subordinated credit agreement with American Premier under which it can borrow up to $675 million. The credit line bears interest at 11-5/8% and converts to a four-year term loan in March 2005 with scheduled principal payments to begin in April 2005. During April and May 1995, AFC borrowed $549 million under the agreement using the proceeds for debt retirements and other corporate purposes. Investments Significant portions of equity and, to a lesser extent, fixed income investments are concentrated in a relatively limited number of major positions. This approach allows management to more closely monitor these companies and the industries in which they operate. Some of the investments, because of their size, 12 AMERICAN FINANCIAL CORPORATION 10-Q Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued may not be as readily marketable as the typical small investment position. Alternatively, a large equity position may be attractive to persons seeking to control or influence the policies of a company. While management believes this investment philosophy will produce higher overall returns, such concentrations subject the portfolio to greater risk in the event one of the companies invested in becomes financially distressed. Approximately 94% of the bonds and redeemable preferred stocks held by AFC were rated "investment grade" (credit rating of AAA to BBB) at March 31, 1995. Investment grade securities generally bear lower yields and lower degrees of risk than those that are unrated and non-investment grade. RESULTS OF OPERATIONS General Pretax earnings in the first three months of 1995 increased $4 million from the comparable 1994 period due to a $10 million improvement in underwriting results of the property and casualty insurance segment and an $11 million increase in investment income. These items were partially offset by an $18 million decrease in realized gains on the sales of securities and other investments. Property and Casualty Insurance Underwriting profitability is measured by the combined ratio which is a sum of the ratio of underwriting expenses to premiums written and the ratio of losses and loss adjustment expenses to premiums earned. When the combined ratio is under 100%, underwriting results are generally considered profitable; when the ratio is over 100%, underwriting results are generally considered unprofitable. The combined ratio does not reflect investment income, other income or federal income taxes. The combined underwriting ratio (based on generally accepted accounting principles) of GAI and its property and casualty insurance subsidiaries was 103.6% for the first three months of 1995 compared to 107.1% for the same period in 1994 and 102.4% for the entire year of 1994. The improvement in first quarter underwriting results reflects (i) the relatively mild winter weather in 1995 compared to 1994 and (ii) the impact of the California earthquake on 1994's results which were somewhat offset by adverse development in several lines of business in 1995. Earned premiums increased $36 million (12%) and insurance expenses increased $27 million (8%) during the first quarter of 1995. The increase in premiums was due to an increase in sales of specialized niche products and workers' compensation insurance. Investment Income Investment income increased $11 million (8%) from 1994 due to an increase in average investments held. Realized Gains Realized capital gains have been an important part of AFC's return on its investments in marketable securities. Individual securities are sold creating gains and losses from time to time as investment strategies change or as market opportunities appear to present optimal conditions. Investee Corporations Equity in net earnings of investee corporations (companies in which AFC owns a significant portion of the voting stock) represents AFC's proportionate share of the investees' earnings and losses. 13 AMERICAN FINANCIAL CORPORATION 10-Q Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued Benefits to Annuity Policyholders Benefits to annuity policyholders increased $5 million (9%) over those of the comparable three month period in 1994 due primarily to an increase in average annuity policyholder funds accumulated. The rate at which interest is credited on annuity policyholders' funds is subject to change based on management's judgment of market conditions. Interest on Borrowed Money Interest expense on borrowed money decreased $3.2 million (10%) from 1994 as lower rates more than offset an increase in average borrowings. The reduction in rates reflects the April 1994, issuance of approximately $204 million of 9-3/4% Debentures in exchange for higher cost debentures and redemption of approximately $63 million of 13-1/2% Debentures with lower cost borrowings under the bank credit line. Other Operating and General Expenses Included in operating and general expenses in the first three months of 1995 and 1994 are charges of $3.4 million and $2.1 million, respectively, for minority interest. 14 AMERICAN FINANCIAL CORPORATION 10-Q PART II OTHER INFORMATION ITEM 6 Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule - Included in Report filed electronically with the Securities and Exchange Commission. (b) Report on Form 8-K: Date of Report Item Reported April 7, 1995 Acquisiton of American Financial Corporation by American Premier Group, Inc. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, American Financial Corporation has duly caused this Report to be signed on its behalf by the undersigned duly authorized. American Financial Corporation May 12, 1995 BY: FRED J. RUNK Fred J. Runk Vice President and Treasurer 15