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): October 30, 2018

AMERICAN FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 513-579-2121

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

Section 2 - Financial Information

Item 2.02 Results Of Operations And Financial Condition.

Reference is made to the press release of American Financial Group, Inc. (the “Company”) relating to the announcement of the Company’s results of operations for the third quarter of 2018 and the availability of the Investor Supplement on the Company’s website. The press release was issued on October 30, 2018. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and a copy of the Investor Supplement is attached as Exhibit 99.2 and are incorporated herein by reference.

The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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 hereunto duly authorized.

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Exhibit 99.1

American Financial Group, Inc. Announces Third Quarter Results

CINCINNATI – October 30, 2018 – American Financial Group, Inc. (NYSE: AFG) today reported 2018 third quarter net earnings attributable to shareholders of $204 million ($2.26 per share) compared to $11 million ($0.13 per share) for the 2017 third quarter. Net earnings for the quarter include after-tax charges of $21 million ($0.24 per share) to strengthen the Company’s asbestos and environmental (“A&E”) reserves, and $27 million ($0.31 per share) in after-tax realized gains on securities. Comparatively, net earnings in the 2017 third quarter included net after-tax non-core charges of $84 million ($0.93 per share). The change in the Federal corporate tax rate from 35% to 21%, enacted by the Tax Cuts and Jobs Act of 2017 and effective January 1, 2018, contributed to a lower effective tax rate in 2018 as compared to 2017. Details may be found in the table below. Book value per share was $57.90 per share at September 30, 2018. Annualized return on equity was 16.3% and 1.0% for the third quarters of 2018 and 2017, respectively.

Core net operating earnings were $198 million ($2.19 per share) for the 2018 third quarter, compared to $95 million ($1.06 per share) in the 2017 third quarter. The $2.19 per share represents a 107% increase over the prior year period, and establishes a new high for AFG third quarter core earnings per share. The increase was primarily the result of higher underwriting profit in our Specialty Property and Casualty (“P&C”) insurance operations, primarily the result of lower catastrophe losses than in the year-ago quarter, coupled with higher P&C net investment income, higher earnings in our Annuity Segment, and the benefit of a lower effective corporate income tax rate. Book value per share, excluding unrealized gains related to fixed maturities, was $57.22 at September 30, 2018. Core net operating earnings for the third quarters of 2018 and 2017 generated annualized core returns on equity of 15.8% and 8.1%, respectively.

AFG’s net earnings attributable to shareholders, determined in accordance with U.S. generally accepted accounting principles (GAAP), include certain items that may not be indicative of its ongoing core operations. The table below identifies such items and reconciles net earnings attributable to shareholders to core net operating earnings, a non-GAAP financial measure. AFG believes that its core net operating earnings provides management, financial analysts, ratings agencies and investors with an understanding of the results from the ongoing operations of the Company by excluding the impact of net realized gains and losses and other special items that are not necessarily indicative of operating trends. AFG’s management uses core net operating earnings to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business. Core net operating earnings is also used by AFG’s management as a basis for strategic planning and forecasting.

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Footnotes (a) and (b) are contained in the accompanying Notes to Financial Schedules at the end of this release.

S. Craig Lindner and Carl H. Lindner III, AFG’s Co-Chief Executive Officers, issued this statement: “We are pleased to report record third quarter core net operating earnings, highlighting the value of our portfolio of diversified, specialty insurance operations. Our Specialty P&C and Annuity Segments both performed well in the quarter and benefited from exceptional investment results achieved by our in-house American Money Management team. AFG’s annualized core ROE was in excess of 15% in the third quarter of 2018.

“For the nine months ended September 30, 2018, AFG’s annualized growth in adjusted book value per share plus dividends was 15.6%. Excess capital was approximately $865 million (including parent company cash of approximately $250 million) at September 30, 2018. Our excess capital will be deployed into AFG’s core businesses as we identify potential for healthy, profitable organic growth, and opportunities to expand our specialty niche businesses through acquisitions and start-ups that meet our target return thresholds. In addition, returning capital to shareholders in the form of regular and special cash dividends and opportunistic share repurchases are also an important and effective component of our capital management strategy. We will evaluate our excess capital position again before the end of the year, and note that the special cash dividend paid in May 2018 does not preclude our consideration of an additional special dividend in 2018.

“Based on results for the first nine months of 2018, we now expect AFG’s core net operating earnings in 2018 to be in the range of $8.35 to $8.65 per share, an increase from the range of $8.10 to $8.60 announced previously. This revised range gives effect to our results of operations through the first nine months of 2018, as well as our expectations for fourth quarter catastrophe losses, including Hurricane Michael. Our core earnings per share guidance excludes non-core items such as realized gains and losses, as well as other significant items that are not able to be estimated with reasonable precision, or that may not be indicative of ongoing operations.”

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Specialty Property and Casualty Insurance Operations

Core operating earnings before income taxes in AFG’s P&C insurance Segment were $158 million in the third quarter of 2018, compared to $95 million in the prior year period, an increase of $63 million, or 66%. Significantly higher P&C underwriting profit, principally due to lower year-over-year catastrophe losses, and higher P&C net investment income, primarily the result of higher earnings on limited partnerships and similar investments, both contributed to the year-over-year improvement. The strong performance of these investments should not necessarily be expected to repeat in future periods.

The Specialty P&C insurance operations generated an underwriting profit of $55 million in the 2018 third quarter, compared to $9 million in the third quarter of 2017. Higher year-over-year underwriting profits in our Specialty Casualty and Specialty Financial Groups were partially offset by lower underwriting profit in our Property and Transportation Group. Pretax losses from Hurricane Florence, net of reinsurance and inclusive of reinstatement premiums, were $27 million. The third quarter 2018 combined ratio of 95.7% was 3.6 points lower than the 99.3% reported in the comparable prior year period, and includes 2.6 points in catastrophe losses. By comparison, catastrophe losses in the third quarter of 2017 added 8.4 points. Third quarter 2018 results include 3.7 points of favorable prior year reserve development, compared to 2.9 points in the comparable prior year period.

Gross written premiums were flat and net written premiums were up 2% for the third quarter of 2018, when compared to the same period in 2017. Gross and net written premiums increased 2% and 5%, respectively, excluding the impact of the timing of the renewal of two large accounts in our Property and Transportation Group, as discussed below. Average renewal pricing across the entire P&C Group was up approximately 2% for the quarter. Excluding our workers’ compensation business, renewal pricing was up approximately 3%. Further details about AFG’s Specialty P&C operations may be found in the accompanying schedules.

The Property and Transportation Group reported break-even underwriting results in the third quarter of 2018, compared to an underwriting profit of $6 million in the third quarter of 2017. Improved underwriting results in our ocean marine operations and higher underwriting profit in National Interstate were offset by lower accident year profitability in several other businesses in this group. Overall results include 0.8 points of favorable prior year reserve development in the third quarter of 2018, compared to 1.5 points in the year-ago period. Catastrophe losses for this group were $13 million in the third quarter of 2018, compared to $25 million in the comparable prior year period.

Gross and net written premiums for the third quarter of 2018 were 11% and 10% lower, respectively, than the comparable 2017 period. The decrease was largely the result of a change in the timing of renewal of two large accounts in one of our transportation businesses from the third to fourth quarter, as well as lower year-over-year premiums in our crop insurance business, as we expected. Gross and net written premium in the other businesses in this group for the third quarter grew by 6% and 4%, respectively, year-over-year. Overall renewal rates in this group increased 3% on average for the third quarter of 2018.

The Specialty Casualty Group reported a 2018 third quarter underwriting profit of $49 million, compared to $2 million in the third quarter of 2017. The year-over-year improvement was primarily attributable to lower third quarter 2018 catastrophe losses within Neon, as well as higher underwriting profit in our executive liability business. Catastrophe losses for this group were $12 million and $56 million in the third quarters of 2018 and 2017, respectively.

Gross and net written premiums increased 12% and 11%, respectively, for the third quarter of 2018 when compared to the same prior year period. Growth within Neon was the primary driver of the higher premiums. To a lesser extent, our workers’ compensation and excess and surplus lines businesses also reported higher year-over-year premiums. Renewal pricing for this group was up approximately 1% in the third quarter. Excluding our workers’ compensation businesses, renewal rates in this group were up approximately 2%.

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The Specialty Financial Group reported an underwriting profit of $9 million in the third quarter of 2018, compared to an underwriting loss of $3 million in the third quarter of 2017. Lower year-over-year catastrophe losses in the lender-placed mortgage property book within our financial institutions business and higher underwriting profitability in our surety business were the primary drivers of this growth. Catastrophe losses for this group were $13 million and $31 million in the third quarters of 2018 and 2017, respectively.

Gross and net written premiums increased by 8% and 2%, respectively, in the 2018 third quarter when compared to the same 2017 period, primarily as a result of higher premiums in our financial institutions business. Renewal pricing in this group increased by 6% for the quarter.

Carl Lindner III stated, “Our Specialty P&C underwriting margin was very good in the quarter, and losses from Hurricane Florence were manageable. I’m particularly pleased that renewal pricing for our Specialty P&C Group overall was at its highest level in 17 quarters, and we continue to be on target to meet our expectations for growth for the year. We have updated our 2018 P&C net written premium and combined ratio guidance based on results through the first nine months of 2018, with consideration to fourth quarter catastrophe estimates related to Hurricane Michael. We now estimate growth in net written premium to be in the range of 5% to 7%, narrowed slightly from the range of 4% to 8% estimated previously. We have also updated guidance for our overall 2018 calendar year combined ratio to be in the range of 93% to 94%, up slightly from our previous estimate of 92% to 94%.”

Further details about AFG’s Specialty P&C operations may be found in the accompanying schedules and in our Quarterly Investor Supplement, which is posted on our website.

Annuity Segment

As shown in the following table, AFG’s Annuity Segment reported $117 million in pretax earnings in the third quarter of 2018, a 15% increase over the $102 million reported in the third quarter of 2017.

Annuity Earnings Before Fair Value Accounting for FIAs – Annuity earnings before fair value accounting for fixed-indexed annuities (FIAs) were $119 million in the third quarter of 2018, a 12% increase over the $106 million reported in the third quarter of 2017. AFG’s quarterly average annuity investments and reserves grew approximately 10% year-over-year. In addition, as shown in AFG’s Quarterly Investor Supplement, AFG’s Annuity Segment results were favorably impacted by exceptionally high returns on certain investments required to be marked to market (including very strong earnings from limited partnerships and similar investments); these high returns should not necessarily be expected to repeat in future periods. The benefit of these items was partially offset by the runoff of higher-yielding investments.

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Impact of Fair Value Accounting for FIAs – Under GAAP, a portion of the reserves for FIAs ($3.1 billion and $2.3 billion at September 30, 2018 and 2017, respectively) is considered an embedded derivative and is recorded at fair value based on the estimated present value of certain expected future cash flows. Assumptions used in calculating this fair value amount include projected interest rates, option costs, surrenders, withdrawals and mortality. Variances from these assumptions, as well as changes in the stock market, will generally result in a change in fair value. Some of these adjustments are not economic in nature for the current reporting period, but rather impact the timing of reported results. The components of this impact were as follows (in millions):

The impact of fair value accounting for FIAs includes an ongoing expense for annuity interest accreted on the FIA embedded derivative reserve. The amount of interest accreted in any period is generally based on the size of the embedded derivative and current interest rates. We expect both the size of the embedded derivative and interest rates to rise, resulting in continued increases in interest on the embedded derivative liability.

In the third quarter of 2018, the stock market increased 7%; this increase exceeded our expectation of a 1% increase and resulted in a significant favorable impact of $12 million for the quarter, as shown in the table above.

For additional analysis of fair value accounting, see our Quarterly Investor Supplement, which is posted on AFG’s website.

Annuity Premiums – AFG’s Annuity Segment reported statutory premiums of $1.38 billion in the third quarter of 2018, compared to $876 million in the third quarter of 2017, an increase of 57%. Sales of traditional fixed and indexed annuities in 2018 by AFG and the industry continue to significantly outpace sales in 2017.

Craig Lindner stated, “We are pleased with our premium growth and we continue to earn our targeted returns despite a competitive market. While we have seen third quarter sales growth in all of our channels, production in our retail and broker-dealer markets continues to be particularly strong due to the launch of several new products and our efforts to expand our penetration of these markets. In addition, in 2017 the annuity industry faced uncertainty related to the proposed Department of Labor Rule, which was vacated in 2018.

“Furthermore, interest rates fell in 2017. As a result, AFG implemented several decreases in crediting rates in 2017 in order to maintain appropriate returns on new sales; this resulted in a negative impact on premiums in the second half of 2017. Conversely, rising interest rates in 2018, as well as the favorable impact of tax reform, allowed us to selectively raise crediting rates on new business this year. Based on our sales year-to-date, we now expect that our 2018 full year annuity premiums will be up approximately 17% to 20% over the $4.3 billion reported in 2017.”

Outlook – Pretax Annuity Earnings – Due to significantly stronger than expected earnings in the third quarter of 2018, we are increasing our guidance for Annuity earnings before the impact of fair value accounting for FIAs and unlocking. We now estimate that these earnings will be in the range of $440 million to $450 million, compared to our previous guidance of $430 million to $450 million.

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However, as a result of the decrease of 9% in the S&P 500 since September 30, 2018, we now estimate that pretax Annuity earnings (including fair value accounting and the second quarter unlocking charge) will be in the range of $385 million to $425 million, which is lower than our most recent guidance, but equal to our original 2018 guidance. This guidance indicates fourth quarter earnings between $44 and $84 million. This range is significantly lower than recent quarterly results for two primary reasons. First, and primarily, interest rates and the stock market can have significant positive or negative impacts on the Annuity Segment’s results. Due to increases in the stock market and interest rates in the first nine months of 2018, the impact of fair value accounting has generally been positive, resulting in a total of $14 million of earnings in the first nine months of 2018. However, as mentioned above, the stock market has decreased significantly to date in the fourth quarter. This decrease (assuming no recovery in the stock markets before year-end) will have a negative impact on AFG’s earnings; this negative impact is included in our updated guidance above.

Second, and to a lesser extent, as can be seen in our Investor Supplement, income from the Annuity Segment’s equity in investees (primarily limited partnerships) were $25 million in the third quarter of 2018 and $77 million in the first nine months of 2018, reflecting year-to-date returns of approximately 15%. We are not forecasting such high returns to continue in the fourth quarter of 2018.

These earnings expectations do not reflect any potential earnings impact from our annual fourth quarter review (“unlocking”) of the major actuarial assumptions in our fixed annuity business.

More information about premiums and the results of operations for our Annuity Segment may also be found in our Quarterly Investor Supplement.

A&E Reserves

During the third quarter of 2018, AFG completed an in-depth comprehensive internal review of its asbestos and environmental exposures relating to the run-off operations of its P&C Group and its exposures related to former railroad and manufacturing operations and sites. This year’s internal review resulted in non-core after-tax special charges of $21 million ($27 million pretax) to increase AFG’s A&E reserves.

The P&C Group’s asbestos reserves were increased by $6 million (net of reinsurance) and its environmental reserves were increased by $12 million (net of reinsurance). At September 30, 2018, the P&C Group’s insurance reserves include A&E reserves of $398 million, net of reinsurance recoverables. At September 30, 2018, the property and casualty insurance segment’s three-year survival ratios were 19.0 times paid losses for asbestos reserves, 11.4 times paid losses for environmental reserves and 15.0 times paid losses for total A&E reserves. These ratios compare favorably with industry data compiled by S&P Global Market Intelligence as of December 31, 2017, which indicate that industry survival ratios were 6.7 for asbestos, 6.7 for environmental, and 6.7 for total A&E reserves.

In addition, the 2018 internal review encompassed reserves for asbestos and environmental exposures of our former railroad and manufacturing operations. As a result of the review, AFG increased its reserve for environmental exposures by $9 million, due primarily to relatively small movements across several sites that primarily reflect changes in the scope and costs of investigation.

Investments

Effective January 1, 2018, AFG adopted ASU 2016-01, which requires that all equity securities previously classified as “available for sale” be reported at fair value, with holding gains and losses recognized in net earnings, instead of accumulated other comprehensive income (AOCI). AFG recorded third quarter 2018 net realized gains on securities of $27 million ($0.31 per share) after tax and after

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deferred acquisition costs (DAC), which included $20 million ($0.22 per share) in after-tax, after-DAC net gains to adjust equity securities that the Company continued to own, to fair value. By comparison, AFG recorded net realized losses on securities of $8 million in the comparable 2017 period. The impact to our income statement will vary depending upon the level of volatility in the performance of the securities held in our equity portfolio and the overall market.

Unrealized gains on fixed maturities were $93 million, after tax, after DAC at September 30, 2018, a decrease of $526 million since year-end. Our portfolio continues to be high quality, with 90% of our fixed maturity portfolio rated investment grade and 98% with a National Association of Insurance Commissioners’ designation of NAIC 1 or 2, its highest two categories.

For the nine months ended September 30, 2018, P&C net investment income was approximately 17% higher than the comparable 2017 period, and included unusually high returns of approximately 15% on certain private equity and limited partnership investments.

More information about the components of our investment portfolio may be found in our Quarterly Investor Supplement, which is posted on our website.

About American Financial Group, Inc.

American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets over $60 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 and registered investment advisor 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; regulatory actions (including changes in statutory accounting rules); 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

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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 (including those associated with the United Kingdom’s expected withdrawal from the European Union, or “Brexit”) 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.

Conference Call

The Company will hold a conference call to discuss 2018 third quarter results at 11:30 a.m. (ET) tomorrow, Wednesday, October 31, 2018. Toll-free telephone access will be available by dialing 1-877-459-8719 (international dial-in 424-276-6843). The conference ID for the live call is 9653668. Please dial in five to ten minutes prior to the scheduled start time of the call.

A replay will be available two hours following the completion of the call and will remain available until 11:59 p.m. (ET) on November 7, 2018. To listen to the replay, dial 1-855-859-2056 (international dial-in 404-537-3406) and provide the conference ID 9653668.

The conference call and accompanying webcast slides will also be broadcast live over the Internet. To access the event, click the following link: https://www.afginc.com/news-and-events/event-calendar. Alternatively, you can choose Events from the Investor Relations page at www.AFGinc.com.

An archived webcast will be available immediately after the call via the same link on our website until November 7, 2018 at 11:59 p.m. (ET). An archived audio MP3 file will be available within 24 hours of the call.

Contact:

Diane P. Weidner, IRC

Asst. Vice President – Investor Relations

(513) 369-5713

Websites:

www.AFGinc.com

www.GreatAmericanInsuranceGroup.com

# # #

(Financial summaries follow)

This earnings release and AFG’s Quarterly Investor Supplement are available in the Investor Relations section of AFG’s website: www.AFGinc.com.

AFG18-18

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AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

SUMMARY OF EARNINGS AND SELECTED BALANCE SHEET DATA

(In Millions, Except Per Share Data)

Footnotes (c) and (d) are contained in the accompanying Notes to Financial Schedules at the end of this release.

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AMERICAN FINANCIAL GROUP, INC.

SPECIALTY P&C OPERATIONS

(Dollars in Millions)

Footnote (e) is contained in the accompanying Notes to Financial Schedules at the end of this release.

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AMERICAN FINANCIAL GROUP, INC.

ANNUITY SEGMENT

(Dollars in Millions)

Components of Statutory Premiums

Components of Annuity Earnings Before Income Taxes

Supplemental Annuity Information

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AMERICAN FINANCIAL GROUP, INC.

Notes to Financial Schedules

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Exhibit 99.2

		American Financial Group, Inc. Investor Supplement - Third Quarter 2018
		October 31, 2018
		American Financial Group, Inc. Corporate Headquarters Great American Insurance Group Tower 301 E Fourth Street Cincinnati, OH 45202 513 579 6739

American Financial Group, Inc. Table of Contents - Investor Supplement - Third Quarter 2018

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American Financial Group, Inc. Financial Highlights (in millions, except per share information)

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