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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2020
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Ohio
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001-13653
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31-1544320
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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301 East Fourth Street, Cincinnati, OH
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45202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (513) 579-2121
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock
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AFG
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New York Stock Exchange
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6% Subordinated Debentures due November 15, 2055
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AFGH
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New York Stock Exchange
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5.875% Subordinated Debentures due March 30, 2059
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AFGB
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New York Stock Exchange
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5.125% Subordinated Debentures due December 15, 2059
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AFGC
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New York Stock Exchange
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On January 6, 2020, American Financial Group, Inc. announced by press release that it plans to exit the Lloyd’s of London insurance
market in 2020. It has initiated actions to place its Lloyd’s subsidiaries including its Lloyd’s Managing Agency, Neon Underwriting Ltd., into run-off.
A copy of the press release is furnished as Exhibit 99 and incorporated by reference in this Item 8.01.
Section 9 — Financial Statements and Exhibits
Item 9.01
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Financial Statements and Exhibits.
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Press release dated January 6, 2020.
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104
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Cover page Interactive Date File (embedded within Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: January 6, 2020
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By:
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/s/ |
Mark A. Weiss
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Mark A. Weiss
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Vice President
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3
Exhibit 99
American Financial Group, Inc. Announces Exit from Lloyd’s of London Market; Reaffirms 2019 Core Net Operating Earnings Guidance
CINCINNATI – January 6, 2020 – American Financial Group, Inc. (NYSE: AFG) announced that it plans to exit the Lloyd’s of London insurance market in 2020. It has
initiated actions to place its Lloyd’s subsidiaries including its Lloyd’s Managing Agency, Neon Underwriting Ltd., into run-off. AFG will work with Neon and Neon’s regulators to ensure that Neon continues to meet its obligations to policyholders and
achieves an orderly run-off of operations.
The exit from this business will allow AFG to reallocate capital to its other insurance businesses and opportunities that have the potential to earn targeted returns on
investment. Neon and its predecessor, Marketform, have failed to achieve AFG’s profitability objectives since AFG’s purchase of Marketform in 2008. After review of Neon’s anticipated results for 2019 and its 2020 prospects, AFG has determined that
Neon will not meet AFG’s return expectations. Neon produced approximately 7% of AFG’s property and casualty net written premiums in 2019.
AFG estimates that it will incur a non-core after-tax charge between $50 million and $60 million in the fourth quarter of 2019 for Neon reserve strengthening and
expenses related to exit costs associated with the run-off of this business. Based on information available at this time, it is expected that the Company will report approximately $60 million to $75 million in after-tax earnings from other non-core
items in the fourth quarter of 2019, including realized gains from the mark to market of equity securities and annuity non-core earnings, which reflect the impact of fair value accounting on its fixed-indexed annuity business.
After consideration of these items and other results in the fourth quarter of 2019, AFG reaffirmed its previously announced 2019 core net operating earnings guidance of
$8.50 to $8.70 per share.
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets over $65 billion. Through the operations of Great American Insurance
Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of traditional fixed, fixed-indexed and variable-indexed annuities in the retail, financial institutions,
broker-dealer, registered investment advisor and education markets. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
Forward Looking Statements
This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions and projections. Examples of such forward-looking statements
include statements relating to: the Company's 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, including the cost of equity index options; 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 and changes in regulation of the Lloyd’s market, including modifications to the establishment of capital requirements for and approval of business plans
for syndicate participation; changes in the legal environment affecting AFG or its customers; tax law and accounting changes, including the impact of recent changes in U.S. corporate tax law; levels of natural catastrophes and severe weather,
terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from 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; trends in persistency and mortality; 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; the impact of the conditions in the international financial markets and the global economy relating to AFG’s
international operations; and other factors identified in AFG’s filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking
statements.
Contact:
Diane P. Weidner, IRC
Assistant Vice President – Investor & Media Relations
(513) 369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
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