UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                   to                   .

 

Commission File Number : 001-31911


American Equity Investment Life Holding Company

(Exact name of registrant as specified in its charter)

Iowa

42-1447959

(State of Incorporation)

(I.R.S. Employer Identification No.)

5000 Westown Parkway, Suite 440
West Des Moines, Iowa

50266

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(515) 221-0002

 

(Telephone)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Name of each exchange on which registered

Common stock, par value $1

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o   No x

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this From 10-K. o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerate filer o

Accelerated filer x

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o   No x

Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $534,726,579 based on the closing price of $10.66 per share, the closing price of the common stock on the New York Stock Exchange on June 30, 2006.

Shares of common stock outstanding as of February 28, 2007: 56,170,874

Documents incorporated by reference: Portions of the registrant’s definitive proxy statement for the annual meeting of shareholders to be held June 7, 2007, which will be filed within 120 days after December 31, 2006, are incorporated by reference into Part III of this report.

 




AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
TABLE OF CONTENTS

PART I.

 

 

 

 

 

Item 1.

 

Business

 

3

 

Item 1A.

 

Risk Factors

 

13

 

Item 1B.

 

Unresolved Staff Comments

 

21

 

Item 2.

 

Properties

 

21

 

Item 3.

 

Legal Proceedings

 

21

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

21

 

PART II.

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

22

 

Item 6.

 

Selected Consolidated Financial Data

 

24

 

Item 7.

 

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

 

26

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

48

 

Item 8.

 

Consolidated Financial Statements and Supplementary Data

 

50

 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     

 

50

 

Item 9A.

 

Controls and Procedures

 

50

 

Item 9B.

 

Other Information

 

52

 

PART III.

 

 

 

 

 

 

 

The information required by Items 10 through 14 is incorporated by reference from our definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after December 31, 2006.

 

53

 

PART IV.

 

 

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules

 

53

 

SIGNATURES

 

54

 

Index to Consolidated Financial Statements and Schedules

 

F-1

 

 

Exhibit Index

 

 

 

Exhibit 12.1

 

Ratio of Earnings to Fixed Charges

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

Exhibit 31.1

 

Certification

 

Exhibit 31.2

 

Certification

 

Exhibit 32.1

 

Certification

 

Exhibit 32.2

 

Certification

 

 




PART I

Item 1.                Business

Introduction

We were formed on December 15, 1995 to develop, market, issue and administer annuities and life insurance. We are a full service underwriter of a broad array of annuity and insurance products through our two life insurance subsidiaries, American Equity Investment Life Insurance Company (“American Equity Life”) and American Equity Investment Life Insurance Company of New York. Our business consists primarily of the sale of fixed rate and index annuities and, accordingly, we have only one business segment. Our business strategy is to focus on our annuity business and earn predictable returns by managing investment spreads and investment risk. We are currently licensed to sell our products in 50 states and the District of Columbia.

Investor related information, including periodic reports filed on Forms 10-K, 10-Q and 8-K and all amendments to such reports may be found on our internet website at www.american-equity.com as soon as reasonably practicable after such reports are filed with the Securities and Exchange Commission (“SEC”). In addition, we have available on our website our: (i) code of business conduct and ethics; (ii) audit committee charter; (iii) compensation committee charter; (iv) nominating/corporate governance committee charter and (v) corporate governance guidelines.

Annuity Market Overview

Our target market includes the group of individuals ages 45-75 who are seeking to accumulate tax-deferred savings. We believe that significant growth opportunities exist for annuity products because of favorable demographic and economic trends. According to the U.S. Census Bureau, there were 35 million Americans age 65 and older in 2000, representing 12% of the U.S. population. By 2030, this sector of the population is expected to increase to 20% of the total population. Our fixed rate and index annuity products are particularly attractive to this group as a result of the guarantee of principal with respect to those products, competitive rates of credited interest, tax-deferred growth and alternative payout options.

According to LIMRA International, total industry sales of individual annuities were $236.2 billion in 2006 and $216.4 billion in 2005. Fixed annuity sales, which include index and fixed rate annuities were $75.6 billion in 2006 and $79.5 billion in 2005. Sales of index annuities decreased 10% to $24.5 billion in 2006 from $27.2 billion in 2005. We believe index annuities, which have a crediting rate linked to the change in various indices, appeal to policyholders interested in participating in returns linked to equity and/or bond markets without the risk of loss of principal. Our wide range of fixed rate and index annuity products has enabled us to enjoy favorable growth during volatile equity and bond markets.

Strategy

Our business strategy is to focus on our annuity business and earn predictable returns by managing investment spreads and investment risk. Key elements of this strategy include the following:

Expand our Current Independent Agency Network.   We believe that our successful relationships with approximately 70 national marketing organizations and, through them, 52,000 independent agents, represent a significant competitive advantage. We intend to grow and enhance our core distribution channel by expanding our relationships with national marketing organizations and independent agents, by addressing their product needs and by providing the highest quality service possible.

Continue to Introduce Innovative and Competitive Products.   We intend to be at the forefront of the fixed and index annuity industry in developing and introducing innovative and new competitive

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products. We were the first company to introduce an index annuity which allowed policyholders to earn returns linked to the Dow Jones Indexsm. We were also one of the first companies to offer an index annuity offering a choice among interest crediting strategies which includes both equity and bond indices as well as a traditional fixed rate strategy. We believe that our continued focus on anticipating and being responsive to the product needs of our independent agents and policyholders will lead to increased customer loyalty, revenues and profitability.

Use our Expertise to Achieve Targeted Spreads on Annuity Products.   We have had a successful track record in achieving the targeted spreads on our annuity products. We intend to leverage our experience and expertise in managing the investment spread during a range of interest rate environments to achieve our targeted spreads.

Maintain our Profitability Focus and Improve Operating Efficiency.   We are committed to improving our profitability by advancing the scope and sophistication of our investment management and spread capabilities and continuously seeking out operating efficiencies within our company. We have made substantial investments in technology improvements to our business, including the development of a password-secure website which allows our independent agents to receive proprietary sales, marketing and product materials and the implementation of software designed to enable us to operate in a completely paperless environment with respect to policy administration. Further, we have implemented competitive incentive programs for our national marketing organizations, agents and employees to stimulate performance.

Take Advantage of the Growing Popularity of Index Products.   We believe that the growing popularity of index products that allow equity and bond market participation without the risk of loss of the premium deposit presents an attractive opportunity to grow our business. We intend to capitalize on our reputation as a leading marketer of index annuities in this expanding segment of the annuity market.

Products

Our products include fixed rate annuities, index annuities, a variable annuity and life insurance.

Fixed Rate Annuities

These products, which accounted for approximately 4%, 7% and 16% of our total annuity deposits collected for the years ended December 31, 2006, 2005 and 2004, respectively, include single premium deferred annuities (“SPDAs”), flexible premium deferred annuities (“FPDAs”) and single premium immediate annuities (“SPIAs”). An SPDA generally involves the tax-deferred accumulation of interest on a single premium paid by the policyholder. The annuitant may elect to take the proceeds of the annuity either in a single payment or in a series of payments for life, for a fixed number of years, or for a combination of these payment options. We also sell SPDAs under which the annual crediting rate is guaranteed for up to a five-year period. FDPAs are similar to SPDAs in many respects, except that the FPDA allows additional deposits in varying amounts by the policyholder without a new application.

Our SPDAs and FPDAs (excluding the multi-year rate guaranteed products) generally have an interest rate (the “crediting rate”) that is guaranteed by us for the first policy year. After the first policy year, we have the discretionary ability to change the crediting rate once annually to any rate at or above a guaranteed minimum rate. The guaranteed rate on our non-multi-year rate guaranteed policies ranges from 2.20% to 4.00%. The initial guaranteed rate on our multi-year rate guaranteed policies ranges from 4.00% to 7.00%. The initial crediting rate is largely a function of the interest rate we can earn on invested assets acquired with new annuity deposits and the rates offered on similar products by our competitors. For subsequent adjustments to crediting rates, we take into account the yield on our investment portfolio,

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annuity surrender assumptions, competitive industry pricing and crediting rate history for particular groups of annuity policies with similar characteristics.

Approximately 98%, 96% and 99% of our fixed rate annuity sales during the years ended December 31, 2006, 2005 and 2004, respectively, were “bonus” products. The initial crediting rate on these products specifies a bonus crediting rate ranging from 1% to 7% of the annuity deposit. After the first year, the bonus interest portion of the initial crediting rate is automatically discontinued, and the renewal crediting rate is established. Generally, there is a compensating adjustment in the commission paid to the agent or the surrender charges on the policy to offset the first year interest bonus. In all situations, we obtain an acknowledgment from the policyholder, upon policy issuance, that a specified portion of the first year interest will not be paid in renewal years. As of December 31, 2006, crediting rates on our outstanding fixed rate annuities generally ranged from 3.00% to 5.30%, excluding interest bonuses guaranteed for the first year. The average crediting rate on fixed rate annuities including interest bonuses at December 31, 2006 was 3.40%, and the average crediting rate on those products excluding bonuses was 3.34%.

Policyholders are typically permitted to withdraw all or a part of the premium paid, plus accrued interest credited to the account (the “accumulation value”), subject to the assessment of a surrender charge for withdrawals in excess of specified limits. Most of our SPDAs and FPDAs provide for penalty-free withdrawals of up to 10.00% of the accumulation value each year after the first year, subject to limitations. Withdrawals in excess of allowable penalty-free amounts are assessed a surrender charge during a penalty period which generally ranges from 3 to 15 years after the date the policy is issued. This surrender charge is initially 8.00% to 25.00% of the accumulation value and generally decreases by approximately one to two percentage points per year during the surrender charge period. Surrender charges are set at levels aimed at protecting us from loss on early terminations and reducing the likelihood of policyholders terminating their policies during periods of increasing interest rates. This practice lengthens the effective duration of the policy liabilities and enhances our ability to maintain profitability on such policies.

Our SPIAs are designed to provide a series of periodic payments for a fixed period of time or for life, according to the policyholder’s choice at the time of issue. The amounts, frequency, and length of time of the payments are fixed at the outset of the annuity contract. SPIAs are often purchased by persons at or near retirement age who desire a steady stream of payments over a future period of years. The implicit interest rate on SPIAs is based on market conditions when the policy is issued. The implicit interest rate on our outstanding SPIAs averaged 3.54% and 3.60% at December 31, 2006 and 2005, respectively.

Index Annuities

Index annuities accounted for approximately 96%, 93% and 84% of the total annuity deposits collected for the years ended December 31, 2006, 2005 and 2004, respectively. These products allow policyholders to link returns to the performance of a particular index without the risk of loss of their principal. Most of these products allow policyholders to transfer funds once a year among several different crediting strategies, including one or more index based strategies and a traditional fixed rate strategy.

The annuity contract value is equal to the premiums paid increased for returns which are based upon a percentage (the “participation rate”) of the annual appreciation (based in certain situations on monthly averages or monthly point-to-point calculations) in a recognized index or benchmark. The participation rate, which we may reset annually, generally varies among the index products from 50% to 100%. Some products apply an overall limit (or “cap”), ranging from 5% to 13%, on the amount of annual interest the policyholder may earn in any one contract year, and the applicable cap may also be adjusted annually subject to stated minimums. In addition, some of the products also have an “asset fee” ranging from 1.5% to 5%, which is deducted from annual interest to be credited. For products with asset fees, if the annual appreciation in the index does not exceed the asset fee, the policyholder’s index credit is zero. The

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minimum guaranteed contract values are equal to 80% to 100% of the premium collected plus interest credited at an annual rate ranging from 2.0% to 3.5%. We purchase options on the applicable indices as an investment to provide the income needed to fund the amount of the index credits on the index products. The setting of the participation rates, caps and asset fees is a function of the interest rate we can earn on the invested assets acquired with annuity fund deposits, cost of options and features offered on similar products by competitors. Approximately 76%, 66% and 57% of our index annuity sales for the years ended December 31, 2006, 2005 and 2004, respectively, were “premium bonus” products. The initial annuity deposit on these policies is increased at issuance by the specified premium bonus ranging from 1.5% to 10%. Generally, there is a compensating adjustment in the commission paid to the agent or the surrender changes on the policy to offset the premium bonus.

The index annuities provide for penalty-free withdrawals of up to 10% of premium or accumulation value (depending on the product) in each year after the first year of the annuity’s term. Other withdrawals are subject to a surrender charge ranging initially from 4.5% to 20% over a surrender period ranging from 5 to 17 years. During the applicable surrender charge period, the surrender charges on some index products remain level, while on other index products, the surrender charges decline by one to two percentage points per year. The annuitant may elect to take the proceeds of the annuity either in a single payment or in a series of payments for life, for a fixed number of years, or a combination of these payment options.

Variable Annuity

Variable annuities differ from fixed rate and index annuities in that the policyholder, rather than the insurance company, bears the investment risk and the policyholder’s return of principal and rate of return are dependent upon the performance of the particular investment option selected by the policyholder. Profits on variable annuities are derived from the fees charged to contract owners rather than from the investment spread.

Life Insurance

These products include traditional ordinary and term, universal life and other interest-sensitive life insurance products. We have approximately $2.6 billion of life insurance in force as of December 31, 2006. We intend to continue offering a complete line of life insurance products for individual and group markets. Premiums related to this business accounted for 2% of the revenues in the years ended December 31, 2006 and 2005 and 3% of the revenues in the year ended December 31, 2004.

Investments

Investment activities are an integral part of our business, and net investment income is a significant component of our total revenues. Profitability of many of our products is significantly affected by spreads between interest yields on investments and rates credited on annuity liabilities. Although substantially all credited rates on non-multi-year rate guaranteed SPDAs and FPDAs may be changed annually, subject to minimum guarantees, changes in crediting rates may not be sufficient to maintain targeted investment spreads in all economic and market environments. In addition, competition and other factors, including the potential for increases in surrenders and withdrawals, may limit our ability to adjust or to maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions. For the year ended December 31, 2006, the weighted average yield, computed on the average amortized cost basis of our investment portfolio, was 6.14% and the weighted average cost of our liabilities, excluding amortization of deferred sales inducements and interest bonuses guaranteed for the first year of the annuity contract was 3.41%.

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We manage the indexed-based risk component of our index annuities by purchasing call options on the applicable indices to fund the annual index credits on these annuities and by adjusting the participation rates, cap rates and other product features to reflect the change in the cost of such options (which varies based on market conditions). All options are purchased to fund the index credits on our index annuities on their respective anniversary dates, and new options are purchased at each of the anniversary dates to fund the next annual index credits.

For additional information regarding the composition of our investment portfolio and our interest rate risk management, see Quantitative and Qualitative Disclosures About Market Risk and note 3 to our audited consolidated financial statements.

Marketing

We market our products through a variable cost brokerage distribution network of approximately 70 national marketing organizations and through them, 52,000 independent agents as of December 31, 2006. We emphasize high quality service to our agents and policyholders along with the prompt payment of commissions to our agents. We believe this has been significant in building excellent relationships with our existing agency force.

Our independent agents and agencies range in profile from national sales organizations to personal producing general agents. We aggressively recruit new agents and expect to continue to expand our independent agency force. In our recruitment efforts, we emphasize that agents have direct access to our executive officers, giving us an edge in recruiting over larger and foreign-owned competitors. We also have favorable relationships with our national marketing organizations, which have enabled us to efficiently sell through an expanded number of independent agents. We are currently licensed to sell our products in 50 states and the District of Columbia.

The insurance distribution system is comprised of insurance brokers and marketing organizations. We are pursuing a strategy to increase the size of our distribution network by developing additional relationships with national and regional marketing organizations. These organizations typically recruit agents for us by advertising our products and our commission structure, through direct mail advertising, or through seminars for insurance agents and brokers. These organizations bear most of the cost incurred in marketing our products. We compensate marketing organizations by paying them a percentage of the commissions earned on new annuity policy sales generated by the agents recruited in such organizations. We also conduct incentive programs for marketing organizations and agents from time to time, including equity-based programs for our leading national marketers. For additional information regarding our equity-based programs for our leading national marketers see note 10 to our audited consolidated financial statements. We generally do not enter into exclusive arrangements with these marketing organizations.

One of our national marketing organizations accounted for more than 10% of the annuity deposits collected during 2006 representing 14% of the annuity deposits and insurance premiums collected. The states with the largest share of direct premiums collected during 2006 were: Florida (13.2%), California (8.5%), Texas (7.9%), Illinois (7.7%) and Michigan (4.8%).

Competition and Ratings

We operate in a highly competitive industry. Many of our competitors are substantially larger and enjoy substantially greater financial resources, higher ratings by rating agencies, broader and more diversified product lines and more widespread agency relationships. Our annuity products compete with index, fixed rate and variable annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other investment and retirement funding alternatives offered by asset managers, banks, and broker-dealers. Our insurance products compete with products of other insurance companies, financial intermediaries and other institutions based on a number of features,

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including crediting rates, policy terms and conditions, service provided to distribution channels and policyholders, ratings, reputation and broker compensation.

The sales agents for our products use the ratings assigned to an insurer by independent rating agencies as one factor in determining which insurer’s annuity to market. In recent years, the market for annuities has been dominated by those insurers with the highest ratings. American Equity Life has received a financial strength rating of “A-” (Excellent) with a stable outlook from A.M. Best Company and “BBB+” with a stable outlook from Standard & Poor’s. A.M. Best Company changed their rating from “B++” (Very Good) to “A-” (Excellent) in August 2006. In July, 2002, A.M. Best Company and Standard & Poor’s adjusted our financial strength ratings from “A-”(Excellent) to “B++”(Very Good) and “A-” to “BBB+”, respectively. The degree to which ratings adjustments have affected sales and persistency is unknown. We believe the rating upgrade from A.M. Best Company in 2006 will enhance our competitive position and improve our prospects for future sales. However, the degree to which this rating upgrade will effect future sales and persistency is unknown.

Financial strength ratings generally involve quantitative and qualitative evaluations by rating agencies of a company’s financial condition and operating performance. Generally, rating agencies base their ratings upon information furnished to them by the insurer and upon their own investigations, studies and assumptions. Ratings are based upon factors of concern to policyholders, agents and intermediaries and are not directed toward the protection of investors and are not recommendations to buy, sell or hold securities.

A.M. Best Company ratings currently range from “A++” (Superior) to “F” (In Liquidation), and include 16 separate ratings categories. Within these categories, “A++” (Superior) and “A+” (Superior) are the highest, followed by “A” (Excellent) and “A-” (Excellent) then followed by “B++” (Very Good) and “B+” (Very Good). Publications of A.M. Best Company indicate that the “A-” rating is assigned to those companies that, in A.M. Best Company’s opinion, have demonstrated an excellent ability to meet their ongoing obligations to policyholders.

Standard & Poor’s insurer financial strength ratings currently range from “AAA” to “NR”, and include 21 separate ratings categories. Within these categories, “AAA” and “AA” are the highest, followed by “A” and “BBB”. Publications of Standard & Poor’s indicate that an insurer rated “BBB” or higher is regarded as having strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are higher rated insurers.

A.M. Best Company and Standard & Poor’s review their ratings of insurance companies from time to time. There can be no assurance that any particular rating will continue for any given period of time or that it will not be changed or withdrawn entirely if, in their judgment, circumstances so warrant. If our ratings were to be adjusted again for any reason, we could experience a material decline in the sales of our products and the persistency of our existing business.

Reinsurance

Coinsurance

American Equity Life has entered into two coinsurance agreements with EquiTrust Life Insurance Company (“EquiTrust”), an affiliate of Farm Bureau Life Insurance Company (“Farm Bureau”), covering 70% of certain of our fixed rate and index annuities issued from August 1, 2001 through December 31, 2001, 40% of those contracts issued during 2002 and 2003, and 20% of those contracts issued from January 1, 2004 to July 31, 2004, when the agreement was suspended by mutual consent of the parties. As a result of the suspension, new business is no longer ceded to EquiTrust. The business reinsured under these agreements is not eligible for recapture before the expiration of 10 years. Coinsurance deposits (aggregate policy benefit reserves transferred to EquiTrust under these agreements) were $1.8 billion and $2.0 billion

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at December 31, 2006 and 2005, respectively. We remain liable to policyholders with respect to the policy liabilities ceded to EquiTrust should EquiTrust fail to meet the obligations it has coinsured. EquiTrust has received a financial strength rating of “A” (Excellent) from A.M. Best Company. None of the coinsurance deposits with EquiTrust are deemed by management to be uncollectible. As of December 31, 2006, Farm Bureau beneficially owned 5.4% of our common stock.

American Equity Life has also entered into a modified coinsurance agreement to cede 70% of its variable annuity business to EquiTrust. Separate account deposits ceded under this agreement during the years ended December 31, 2006, 2005 and 2004 were immaterial. The modified coinsurance agreement will continue until termination by written notice at the election of either party. Any such termination will apply to the submission or acceptance of new policies, and business reinsured under the agreement prior to any such termination is not eligible for recapture before the expiration of 10 years.

Financial Reinsurance

American Equity Life has entered into three reinsurance transactions with Hannover Life Reassurance Company of America, (“Hannover”), which are treated as reinsurance under statutory accounting practices and as financial reinsurance under U.S. generally accepted accounting principles (“GAAP”). The statutory surplus benefits under these agreements are eliminated under GAAP and the associated charges are recorded as risk charges and included in other operating costs and expenses in the consolidated statements of income. Hannover has received a financial strength rating of “A+” from A.M. Best Company. The first transaction became effective November 1, 2002 (the “2002 Hannover Transaction”), the second transaction became effective September 30, 2003 (the “2003 Hannover Transaction”) and the third transaction became effective October 1, 2005 (the “2005 Hannover Transaction”). The agreements for the 2002 and 2003 Hannover Transactions include a coinsurance segment and a yearly renewable term segment reinsuring a portion of death benefits payable on certain annuities issued from January 1, 2002 to December 31, 2002 and issued from January 1, 2003 to September 30, 2003. The coinsurance segments provide reinsurance to the extent of 6.88% (2002 Hannover Transaction) and 13.41% (2003 Hannover Transaction) of all risks associated with our annuity policies covered by these reinsurance agreements. The 2002 Hannover Transaction provided $29.8 million in net statutory surplus benefit during 2002 and the 2003 Hannover Transaction provided $29.7 million in net statutory surplus benefit during 2003. The statutory surplus benefits provided by the 2002 and 2003 Hannover Transactions were reduced by $13.6 million in 2006, $13.4 million in 2005 and $13.1 million in 2004. The remaining statutory surplus benefit under the 2002 and 2003 Hannover Transactions is expected to be reduced as follows: 2007 - $13.2 million; 2008 - $6.8 million. The 2005 Hannover Transaction is a yearly renewable term reinsurance agreement on inforce business covering 40% of waived surrender charges related to penalty free withdrawals and deaths. We may recapture the risks reinsured under this agreement as of the end of any quarter beginning October 1, 2008. We pay quarterly reinsurance premiums under this agreement with an experience refund calculated on a quarterly basis resulting in a risk charge equal to approximately 5.8% of the weighted average reserve credit recorded on a statutory basis by American Equity Life. The reserve credit recorded on a statutory basis by American Equity Life at December 31, 2006 and 2005 was $69.6 million and $59.0 million, respectively. Risk charges attributable to the three reinsurance transactions with Hannover were $5.0 million, $2.5 million and $2.2 million during 2006, 2005 and 2004, respectively.

Indemnity Reinsurance

Consistent with the general practice of the life insurance industry, American Equity Life enters into agreements of indemnity reinsurance with other insurance companies in order to reinsure portions of the coverage provided by its life and accident and health insurance products. Indemnity reinsurance agreements are intended to limit a life insurer’s maximum loss on a large or unusually hazardous risk or to

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diversify its risks. The maximum loss retained by us on all life insurance policies we have issued was $0.1 million or less as of December 31, 2006. Indemnity reinsurance does not discharge the original insurer’s primary liability to the insured. American Equity Life’s reinsured business related to these blocks of business is primarily ceded to two reinsurers. Reinsurance related to life and accident and health insurance that was ceded by us primarily to two reinsurers was immaterial. We believe the assuming companies will be able to honor all contractual commitments, based on our periodic review of their financial statements, insurance industry reports and reports filed with state insurance departments.

Regulation

Life insurance companies are subject to regulation and supervision by the states in which they transact business. State insurance laws establish supervisory agencies with broad regulatory authority, including the power to:

·       grant and revoke licenses to transact business;

·       regulate and supervise trade practices and market conduct;

·       establish guaranty associations;

·       license agents;

·       approve policy forms;

·       approve premium rates for some lines of business;

·       establish reserve requirements;

·       prescribe the form and content of required financial statements and reports;

·       determine the reasonableness and adequacy of statutory capital and surplus;

·       perform financial, market conduct and other examinations;

·       define acceptable accounting principles;

·       regulate the type and amount of permitted investments; and

·       limit the amount of dividends and surplus note payments that can be paid without obtaining regulatory approval.

Our life subsidiaries are subject to periodic examinations by state regulatory authorities. In 2005, the Iowa Insurance Division completed an examination of American Equity Life as of December 31, 2003, although no adjustments to our 2003 statutory financial statements were recommended or required as a result of this examination, during 2005 we revised certain statutory reserve calculations in response to the examination report. The New York Insurance Department is currently conducting an examination of American Equity Life Insurance Company of New York as of December 31, 2004. We have not been informed of any material adjustments which will be recommended or required as a result of this examination.

The payment of dividends or the distributions, including surplus note payments, by our life subsidiaries is subject to regulation by each subsidiary’s state of domicile’s insurance department. Currently, American Equity Life may pay dividends or make other distributions without the prior approval of its state of domicile’s insurance department, unless such payments, together with all other such payments within the preceding twelve months, exceed the greater of (1) American Equity Life’s statutory net gain from operations for the preceding calendar year, or (2) 10% of American Equity Life’s statutory surplus at the preceding December 31. For 2007, up to approximately $99.2 million can be distributed as

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dividends by American Equity Life without prior approval of its state of domicile’s insurance department. In addition, dividends and surplus note payments may be made only out of earned surplus, and all surplus note payments are subject to prior approval by regulatory authorities. American Equity Life had approximately $161.0 million of statutory earned surplus at December 31, 2006.

Most states have also enacted regulations on the activities of insurance holding company systems, including acquisitions, extraordinary dividends, the terms of surplus notes, the terms of affiliate transactions and other related matters. We are registered pursuant to such legislation in Iowa. Recently, a number of state legislatures have considered or have enacted legislative proposals that alter and, in many cases, increase the authority of state agencies to regulate insurance companies and holding company systems.

Most states, including Iowa and New York where our life subsidiaries are domiciled, have enacted legislation or adopted administrative regulations affecting the acquisition of control of insurance companies as well as transactions between insurance companies and persons controlling them. The nature and extent of such legislation and regulations currently in effect vary from state to state. However, most states require administrative approval of the direct or indirect acquisition of 10% or more of the outstanding voting securities of an insurance company incorporated in the state. The acquisition of 10% of such securities is generally deemed to be the acquisition of “control” for the purpose of the holding company statutes and requires not only the filing of detailed information concerning the acquiring parties and the plan of acquisition, but also administrative approval prior to the acquisition. In many states, the insurance authority may find that “control” in fact does not exist in circumstances in which a person owns or controls more than 10% of the voting securities.

Although the federal government does not directly regulate the business of insurance, federal legislation and administrative policies in several areas, including pension regulation, age and sex discrimination, financial services regulation, securities regulation and federal taxation can significantly affect the insurance business. In addition, legislation has been passed which could result in the federal government assuming some role in regulating insurance companies and which allows combinations between insurance companies, banks and other entities.

In 1998, the SEC requested comments as to whether index annuities, such as those sold by us, should be treated as securities under the federal securities laws rather than as insurance products. Treatment of these products as securities would likely require additional registration and licensing of these products and the agents selling them, as well as cause us to seek additional marketing relationships for these products. No action has been taken by the SEC on this issue.

State insurance regulators and the National Association of Insurance Commissioners (“NAIC”), are continually reexamining existing laws and regulations and developing new legislation for the passage by state legislatures and new regulations for adoption by insurance authorities. Proposed laws and regulations or those still under development pertain to insurer solvency and market conduct and in recent years have focused on:

·       insurance company investments;

·       risk-based capital (“RBC”) guidelines, which consist of regulatory targeted surplus levels based on the relationship of statutory capital and surplus, with prescribed adjustments, to the sum of stated percentages of each element of a specified list of company risk exposures;

·       the implementation of non-statutory guidelines and the circumstances under which dividends may be paid;

·       principles-based reserving;

·       product approvals;

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·       agent licensing;

·       underwriting practices; and

·       insurance and annuity sales practices.

The NAIC’s RBC requirements are intended to be used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. The RBC formula defines a new minimum capital standard which supplements low, fixed minimum capital and surplus requirements previously implemented on a state-by-state basis. Such requirements are not designed as a ranking mechanism for adequately capitalized companies.

The NAIC’s RBC requirements provide for four levels of regulatory attention depending on the ratio of a company’s total adjusted capital to its RBC. Adjusted capital is defined as the total of statutory capital, surplus, asset valuation reserve and certain other adjustments. Calculations using the NAIC formula at December 31, 2006, indicate that the ratio of total adjusted capital to RBC for American Equity Life exceeded the highest level at which regulatory action might be initiated by approximately 3.5 times.

Our life subsidiaries also may be required, under the solvency or guaranty laws of most states in which they do business, to pay assessments up to certain prescribed limits to fund policyholder losses or liabilities of insolvent insurance companies. These assessments may be deferred or forgiven under most guaranty laws if they would threaten an insurer’s financial strength and, in certain instances, may be offset against future premium taxes. Assessments related to business reinsured for periods prior to the effective date of the reinsurance are the responsibility of the ceding companies.

Federal Income Taxation

The annuity and life insurance products that we market generally provide the policyholder with a federal income tax advantage, as compared to certain other savings investments such as certificates of deposit and taxable bonds, in that federal income taxation on any increases in the contract values (i.e., the “inside build-up”) of these products is deferred until it is received by the policyholder. With other savings investments, the increase in value is generally taxed each year as it is realized. Additionally, life insurance death benefits are generally exempt from income tax.

From time to time, various tax law changes have been proposed that could have an adverse effect on our business, including the elimination of all or a portion of the income tax advantage described above for annuities and life insurance. If legislation were enacted to eliminate the tax deferral for annuities, such a change would have an adverse effect on our ability to sell non-qualified annuities. Non-qualified annuities are annuities that are not sold to an individual retirement account or other qualified retirement plan.

In June 2001, the Economic Growth and Tax Relief Reconciliation Act of 2001 (the “2001 Act”) was enacted. The 2001 Act implemented a staged decrease in individual tax rates that began in 2001 and was accelerated when the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “2003 Act”) was enacted. While the decreases in rates are temporary (the pre-2001 rates will return in 2011), the present value of the tax deferred advantage of annuities and life insurance products is less, which might hinder our ability to sell such products and/or increase the rate at which our current policyholders surrender their policies.

Our life subsidiaries are taxed under the life insurance company provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Provisions in the Code require a portion of the expenses incurred in selling insurance products to be capitalized and deducted over a period of years, as opposed to being immediately deducted in the year incurred. This provision increases the current income tax expense charged to gain from operations for statutory accounting purposes which reduces statutory net income and surplus and, accordingly, may decrease the amount of cash dividends that may be paid by our life subsidiaries.

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Employees

As of December 31, 2006, we had approximately 280 full-time employees, of which approximately 270 are located in West Des Moines, Iowa, and 10 are located in the Pell City, Alabama office. We have experienced no work stoppages or strikes and consider our relations with our employees to be excellent. None of our employees are represented by a union.

ITEM 1A.        RISK FACTORS

We face competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to retain existing customers, attracts new customers and maintain our profitability and financial strength.

We operate in a highly competitive industry. Many of our competitors are substantially larger and enjoy substantially greater financial resources, higher ratings by rating agencies, broader and more diversified product lines and more widespread agency relationships. Our annuity products compete with index, fixed rate and variable annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other retirement funding alternatives offered by asset managers, banks and broker-dealers. Our insurance products compete with those of other insurance companies, financial intermediaries and other institutions based on a number of factors, including premium rates, policy terms and conditions, service provided to distribution channels and policyholders, ratings by rating agencies, reputation and commission structures. While we compete with numerous other companies, we view the following as our most significant competitors:

·       Allianz Life Insurance Company of North America;

·       Midland National Life Insurance Company;

·       Aviva USA;

·       Fidelity & Guaranty Life Insurance Company; and

·       ING USA Annuity & Life Insurance Company.

Our ability to compete depends in part on rates of interest credited to policyholder account balances or the parameters governing the determination of index credits which is driven by our investment performance. We will not be able to accumulate and retain assets under management for our products if our investment results underperform the market or the competition, since such underperformance likely would result in asset withdrawals and reduced sales.

We compete for distribution sources for our products. We believe that our success in competing for distributors depends on factors such as our financial strength, the services we provide to, and the relationships we develop with, these distributors and offering competitive commission structures. Our distributors are generally free to sell products from whichever providers they wish, which makes it important for us to continually offer distributors products and services they find attractive. If our products or services fall short of distributors’ needs, we may not be able to establish and maintain satisfactory relationships with distributors of our annuity and life insurance products. Our ability to compete in the past has also depended in part on our ability to develop innovative new products and bring them to market more quickly than our competitors. In order for us to compete in the future, we will need to continue to bring innovative products to market in a timely fashion. Otherwise, our revenues and profitability could suffer.

National banks, with pre-existing customer bases for financial services products, may increasingly compete with insurers, as a result of legislation removing restrictions on bank affiliations with insurers. This legislation, the Gramm-Leach-Bliley Act of 1999, permits mergers that combine commercial banks,

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insurers and securities firms under one holding company. Until passage of the Gramm-Leach-Bliley Act, prior legislation had limited the ability of banks to engage in securities-related businesses and had restricted banks from being affiliated with insurance companies. The ability of banks to increase their securities-related business or to affiliate with insurance companies may materially and adversely affect sales of all of our products by substantially increasing the number and financial strength of our potential competitors.

General economic conditions, including changing interest rates and market volatility, affect both the risks and the returns on both our products and our investment portfolio.

The fair value of our investments and our investment performance, including yields and realization of gains or losses, may vary depending on economic and market conditions. Such conditions include the shape of the yield curve, the level of interest rates and recognized equity and bond indices, including, without limitation, the S&P 500 Index®, the Dow Jones IndexSM and the NASDAQ-100 Index® (the “Indices”). Interest rate risk is our primary market risk exposure. Substantial and sustained increases and decreases in market interest rates can materially and adversely affect the profitability of our products, our ability to earn predictable returns, the fair value of our investments and the reported value of stockholders’ equity.

From time to time, for business or regulatory reasons, we may be required to sell certain of our investments at a time when their fair value is less than the carrying value of these securities. Rising interest rates may cause declines in the value of our fixed maturity securities. With respect to our available for sale fixed maturity securities, such declines (net of income taxes and certain adjustments for assumed changes in amortization of deferred policy acquisition costs and deferred sales inducements) reduce our reported stockholders’ equity and book value per share. We have a portfolio of held for investment securities which consists principally of long duration bonds issued by U.S. government agencies, the value of which is also sensitive to interest rate changes.

We may also have difficulty selling our commercial mortgage loans because they are less liquid than our publicly traded securities. As of December 31, 2006, our commercial mortgage loans represented approximately 14.5% of the value of our invested assets. If we require significant amounts of cash on short notice, we may have difficulty selling these loans at attractive prices or in a timely manner, or both.

A key component of our net income is the investment spread. A narrowing of investment spreads may adversely affect operating results. Although we have the right to adjust interest crediting rates (referred to as “participation”, “asset fee” or “cap” rates for index annuities) on most products, changes to crediting rates may not be sufficient to maintain targeted investment spreads in all economic and market environments. In general, our ability to lower crediting rates is subject to a minimum crediting rate filed with and approved by state regulators. In addition, competition and other factors, including the potential for increases in surrenders and withdrawals, may limit our ability to adjust or maintain crediting rates at levels necessary to avoid the narrowing of spreads under certain market condition. Our policy structure generally provides for resetting of policy crediting rates at least annually and imposes withdrawal penalties for withdrawals during the first 5 to 17 years a policy is in force.

Our spreads may be compressed in declining interest rate environments. A substantial portion of our fixed income securities have call features and are subject to redemption currently or in the near future. We have reinvestment risk related to these redemptions to the extent we cannot reinvest the net proceeds in assets with credit quality and yield characteristics similar to or better than those of the redeemed bonds. As indicated above, we have a certain ability to mitigate this risk by lowering interest crediting rates subject to minimum crediting rates in the policy terms.

Managing the investment spread on our index annuities is more complex than it is for fixed rate annuity products. Index products are credited with a percentage (known as the “participation rate”) of gains in the Indices. Some of our index products have an annual asset fee which is deducted from the

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amount credited to the policy. In addition, caps are set on some products to limit the maximum amount which may be credited on a particular product. To fund the earnings to be credited to the index products, we purchase options on the Indices. The price of such options generally increases with increases in the volatility in the Indices and interest rates, which may either narrow the spread or cause us to lower participation rates or caps. Thus, the volatility of the Indices adds an additional degree of uncertainty to the profitability of the index products. We attempt to mitigate this risk by resetting participation rates, caps and asset fees annually on the policy anniversaries.

Our investment portfolio is also subject to credit quality risks which may diminish the value of our invested assets and affect our sales, profitability and reported book value per share.

We are subject to the risk that the issuers of our fixed maturity securities and other debt securities (other than our U.S. agency securities), and borrowers on our commercial mortgages, will default on principal and interest payments, particularly if a major downturn in economic activity occurs. At December 31, 2006, 82% of our invested assets consisted of fixed maturity securities, of which 1% were below investment grade. At December 31, 2006, there were no delinquencies in our commercial mortgage loan portfolio. An increase in defaults on our fixed maturity securities and commercial mortgage loan portfolios could harm our financial strength and reduce our profitability. We use derivative instruments to fund the annual credits on our index annuities. We purchase derivative instruments, consisting primarily of one-year call options, from a number of counterparties. Our policy is to acquire such options only from counterparties rated “A-” or better by a nationally recognized rating agency. If, however, our counterparties fail to honor their obligations under the derivative instruments, we will have failed to provide for crediting to policyholders related to the appreciation in the applicable indices. Any such failure could harm our financial strength and reduce our profitability.

Our reinsurance program involves risks because we remain liable with respect to the liabilities ceded to reinsurers if the reinsurers fail to meet the obligations assumed by them.

Our life insurance subsidiaries cede insurance to other insurance companies through reinsurance. In particular, American Equity Life has entered into two coinsurance agreements with EquiTrust, an affiliate of Farm Bureau covering 70% of certain of our fixed rate and index annuities issued from August 1, 2001 through December 31, 2001, 40% of those contracts for 2002 and 2003 and 20% of those contracts issued from January 1, 2004 to July 31, 2004, when the agreement was suspended by mutual consent of the parties. As a result of the suspension, new business is no longer ceded to EquiTrust. At December 31, 2006, the aggregate policy benefit reserve transferred to EquiTrust was approximately $1.8 billion. EquiTrust has been assigned a financial strength rating of “A” by A.M. Best Company. We remain liable with respect to the policy liabilities ceded to EquiTrust should it fail to meet the obligations assumed by it. As of December 31, 2006, Farm Bureau beneficially owned approximately 5.4% of our common stock.

In addition, we have entered into other types of reinsurance transactions including indemnity and financial reinsurance. Should any of these reinsurers fail to meet the obligations assumed under such reinsurance, we remain liable with respect to the liabilities ceded.

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We may experience volatility in net income due to accounting standards for derivatives.

Pursuant to Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), as amended, all of our derivative instruments (including certain derivative instruments embedded in other contracts) are recognized in the balance sheet at their fair values and changes in fair value are recognized immediately in earnings. This impacts the items of revenue and expense we report for our index annuity business as follows:

·       We must mark to market the purchased call options we use to fund the annual index credits on our index annuities based upon quoted market prices from related counterparties. We record the change in fair value of these options as a component of our revenues. Included within the change in fair value of the options is an element reflecting the time value of the options, which initially is their purchase cost declining to zero at the end of their one-year lives. The change in fair value of derivatives also includes proceeds received at expiration of the one-year option terms and gains or losses recognized upon early termination. For the years ended December 31, 2006, 2005 and 2004, the change in fair value of derivatives was $183.8 million, $(18.0) million and $28.7 million, respectively.

·       Under SFAS 133, the future annual index credits on our index annuities are treated as a “series of embedded derivatives” over the expected life of the applicable contracts. We are required to estimate the fair value of policy liabilities for index annuities, including the embedded derivatives, by valuing the “host” (or guaranteed) component of the liabilities and projecting (i) the expected index credits on the next policy anniversary dates and (ii) the net cost of annual options we will purchase in the future to fund index credits. Our estimates of the fair value of these embedded derivatives are based on assumptions related to underlying policy terms (including annual participation rates, asset fees, cap rates and minimum guarantees), index values, notional amounts, strike prices and expected lives of the policies. The change in fair value of embedded derivatives generally increases with increases in volatility in the Indices and interest rates. The change in fair value of the embedded derivatives will not correspond to the change in fair value of the purchased options because the purchased options are one-year options while the options valued in the fair value of embedded derivatives cover the expected life of the contracts which typically exceed 10 years. The change in fair value of embedded derivatives related to our index annuities included in the consolidated statements of income was $166.3 million, $26.4 million and $(8.6) million for the years ended December 31, 2006, 2005 and 2004, respectively.

·       We adjust the amortization of deferred policy acquisition costs and deferred sales inducements to reflect the impact of the items discussed above. Amortization of deferred policy acquisition costs and deferred sales inducements decreased by $9.6 million and $12.3 million for the years ended December 31, 2006 and 2005, respectively, and increased by $6.4 million for the year ended December 31, 2004 as a result of the application of SFAS 133.

The application of SFAS 133 in future periods to our index annuity business may cause substantial volatility in our reported net income.

If we do not manage our growth effectively, our financial performance could be adversely affected; our historical growth rates may not be indicative of our future growth.

We have experienced rapid growth since our formation in December 1995. For the year ended December 31, 2006, our deposits from sales of new annuities were $1.9 billion. Our work force has grown from approximately 65 employees and 4,000 independent agents as of December 31, 1997 to approximately 280 employees and 52,000 independent agents as of December 31, 2006. We intend to continue to grow by recruiting new independent agents, increasing the productivity of our existing agents, expanding our insurance distribution network, developing new products, expanding into new product lines, and

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continuing to develop new incentives for our sales agents. Future growth will impose significant added responsibilities on our management, including the need to identify, recruit, maintain and integrate additional employees, including management. There can be no assurance that we will be successful in expanding our business or that our systems, procedures and controls will be adequate to support our operations as they expand. In addition, due to our rapid growth and resulting increased size, it may be necessary to expand the scope of our investing activities to asset classes in which we historically have not invested or have not had significant exposure. If we are unable to adequately manage our investments in these classes, our financial condition or operating results in the future could be less favorable than in the past. Further, although recently deemphasized, we have utilized reinsurance in the past to support our growth. The future availability and cost of reinsurance is uncertain. Our failure to manage growth effectively, or our inability to recruit, maintain and integrate additional qualified employees and independent agents, could have a material adverse effect on our business, financial condition or results of operations. In addition, due to our rapid growth, our historical growth rates are not likely to accurately reflect our future growth rates or our growth potential. We cannot assure you that our future revenues will increase or that we will continue to be profitable.

We must retain and attract key employees or else we may not grow or be successful.

We are dependent upon our executive management for the operation and development of our business. Our executive management team includes:

·       David J. Noble, Chairman, Chief Executive Officer, President and Treasurer;

·       John M. Matovina, Vice Chairman;

·       Kevin R. Wingert, President of American Equity Life;

·       James R. Gerlach, Executive Vice President;

·       Terry A. Reimer, Executive Vice President;

·       Debra J. Richardson, Senior Vice President; and

·       Wendy L. Carlson, General Counsel and Chief Financial Officer.

Although we have change in control agreements with members of our executive management team, we do not have employment contracts with any of the members of our executive management team. Although none of our executive management team has indicated that they intend to terminate their employment with us, there can be no assurance that these employees will remain with us for any particular period of time. Also, we do not maintain “key person” life insurance for any of our personnel.

If we are unable to attract and retain national marketing organizations and independent agents, sales of our products may be reduced.

We distribute our annuity products through a variable cost distribution network which included over 70 national marketing organizations and approximately 52,000 independent agents as of December 31, 2006. We must attract and retain such marketers and agents to sell our products. Insurance companies compete vigorously for productive agents. We compete with other life insurance companies for marketers and agents primarily on the basis of our financial position, support services, compensation and product features. Such marketers and agents may promote products offered by other life insurance companies that may offer a larger variety of products than we do. Our competitiveness for such marketers and agents also depends upon the long-term relationships we develop with them. If we are unable to attract and retain sufficient marketers and agents to sell our products, our ability to compete and our revenues would suffer.

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We may require additional capital to support sustained future growth which may not be available when needed or may be available only on unfavorable terms.

Our long-term strategic capital requirements will depend on many factors including the accumulated statutory earnings of our life insurance subsidiaries and the relationship between the statutory capital and surplus of our life insurance subsidiaries and (i) the rate of growth in sales of our products; and (ii) the levels of credit risk and/or interest rate risk in our invested assets. To support long-term capital requirements, we may need to increase or maintain the statutory capital and surplus of our life insurance subsidiaries through additional financings, which could include debt, equity, financial reinsurance and/or other surplus relief transactions. Such financings, if available at all, may be available only on terms that are not favorable to us. If we cannot maintain adequate capital, we may be required to limit growth in sales of new annuity products, and such action could adversely affect our business, financial condition or results of operations.

Changes in state and federal regulation may affect our profitability.

We are subject to regulation under applicable insurance statutes, including insurance holding company statutes, in the various states in which our life insurance subsidiaries write insurance. Our life insurance subsidiaries are domiciled in New York and Iowa. We are currently licensed to sell our products in 50 states and the District of Columbia. Insurance regulation is intended to provide safeguards for policyholders rather than to protect shareholders of insurance companies or their holding companies.

Regulators oversee matters relating to trade practices, policy forms, claims practices, guaranty funds, types and amounts of investments, reserve adequacy, insurer solvency, minimum amounts of capital and surplus, transactions with related parties, changes in control and payment of dividends.

State insurance regulators and the NAIC continually reexamine existing laws and regulations, and may impose changes in the future.

Our life insurance subsidiaries are subject to the NAIC’s RBC requirements which are intended to be used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. Our life insurance subsidiaries also may be required, under solvency or guaranty laws of most states in which they do business, to pay assessments up to certain prescribed limits to fund policyholder losses or liabilities or insolvent insurance companies.

Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including pension regulation, age and sex discrimination, financial services regulation, securities regulation and federal taxation, can significantly affect the insurance business. As increased scrutiny has been placed upon the insurance regulatory framework, a number of state legislatures have considered or enacted legislative proposals that alter, and in many cases increase, state authority to regulate insurance companies and holding company systems. In addition, legislation has been introduced in Congress which could result in the federal government assuming some role in the regulation of the insurance industry. The regulatory framework at the state and federal level applicable to our insurance products is evolving. The changing regulatory framework could affect the design of such products and our ability to sell certain products. Any changes in these laws and regulations could materially and adversely affect our business, financial condition or results of operations.

Recently, suits have been brought against, and guilty pleas accepted from, participants in the insurance industry alleging certain illegal actions by these participants. Although we do not do business with the parties to the suits or those pleading guilty, are not involved in the suits at all and do not believe that our business practices are of the same nature as those the suits allege to have occurred, we cannot be

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certain of what ultimate effect the suits, as well as any increased regulatory oversight that might result from the suits, might have on the insurance industry as a whole, and thus on our business.

Changes in federal income taxation laws, including recent reduction in individual income tax rates, may affect sales of our products and profitability.

The annuity and life insurance products that we market generally provide the policyholder with certain federal income tax advantages. For example, federal income taxation on any increases in the contract values (i.e. the “inside build-up”) of these products is deferred until it is received by the policyholder. With other savings investments, such as certificates of deposit and taxable bonds, the increase in value is generally taxed each year as it is realized. Additionally, life insurance death benefits are generally exempt from income tax.

From time to time, various tax law changes have been proposed that could have an adverse effect on our business, including the elimination of all or a portion of the income tax advantages described above for annuities and life insurance. If legislation were enacted to eliminate the tax deferral for annuities, such a change would have an adverse effect on our ability to sell non-qualified annuities. Non-qualified annuities are annuities that are not sold to a qualified retirement plan.

The 2001 Act implemented a staged reduction in individual federal income tax rates that began in 2001. The enactment of the Jobs and Growth Tax Relief Reconciliation Act of 2003 accelerated such rate reductions. While the reduction in income tax rates is temporary (pre-2001 rates will return in 2011), the present value of the tax deferred advantage of annuities and life insurance products is less, which might hinder our ability to sell such products and/or increase the rate at which our current policyholders surrender their policies.

We face risks relating to litigation, including the costs of such litigation, management distraction and the potential for damage awards, which may adversely impact our business.

We are occasionally involved in litigation, both as a defendant and as a plaintiff. In addition, state regulatory bodies, such as state insurance departments, the SEC, the National Association of Securities Dealers, Inc., the Department of Labor, and other regulatory bodies regularly make inquiries and conduct examinations or investigations concerning our compliance with, among other things, insurance laws, securities laws, the Employee Retirement Income Security Act of 1974, as amended, and laws governing the activities of broker-dealers. Companies in the life insurance and annuity business have faced litigation, including class action lawsuits, alleging improper product design, improper sales practices and similar claims. We are currently a defendant in several purported class action lawsuits filed in state and federal courts alleging, among other things, improper sales practices. In these lawsuits, the plaintiffs are seeking, among other things, returns of premiums and other compensatory and punitive damages. We have reached a final settlement in one of these cases, which was immaterial. No class has been certified in any of the other pending cases at this time. Although we have denied all allegations in the lawsuits and intend to vigorously defend them, the lawsuits are in the early stages of litigation and neither the outcomes nor a range of possible outcomes can be determined at this time. Although we do not believe that these lawsuits will have a material adverse effect on our business, financial condition or results of operations, there can be no assurance that such litigation, or any future litigation, will not have such an effect, whether financially, through distraction of our management or otherwise.

A downgrade in our credit or financial strength ratings may increase our future cost of capital and may reduce new sales, adversely affect relationships with distributors and increase policy surrenders and withdrawals.

Currently, our senior unsecured indebtedness carries a “bbb-” rating from A.M. Best Company and a “BB+” rating from Standard & Poor’s. Our ability to maintain such ratings is dependent upon the results

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of operations of our subsidiaries and our financial strength. If we fail to preserve the strength of our balance sheet and to maintain a capital structure that rating agencies deem suitable, it could result in a downgrading of the ratings applicable to our senior unsecured indebtedness. A downgrading would likely reduce the fair value of the common stock and may increase our future cost of capital.

Financial strength ratings are important factors in establishing the competitive position of life insurance and annuity companies. In recent years, the market for annuities has been dominated by those insurers with the highest ratings. A ratings downgrade, or the potential for a ratings downgrade, could have a number of adverse effects on our business. For example, distributors and sales agents for life insurance and annuity products use the ratings as one factor in determining which insurer’s annuities to market. A ratings downgrade could cause those distributors and agents to seek alternative carriers. In addition, a ratings downgrade could materially increase the number of policy or contract surrenders we experience.

Financial strength ratings generally involve quantitative and qualitative evaluations by rating agencies of a company’s financial condition and operating performance. Generally, rating agencies base their ratings upon information furnished to them by the insurer and upon their own investigations, studies and assumptions. Ratings are based upon factors of concern to agents, policyholders and intermediaries and are not directed toward the protection of investors and are not recommendations to buy, sell or hold securities.

American Equity Life has received financial strength ratings of “A-” (Excellent) with a stable outlook from A.M. Best Company and “BBB+” with a stable outlook from Standard & Poor’s. A.M. Best Company ratings currently range from “A++” (Superior) to “F” (In Liquidation), and include 16 separate ratings categories. Within these categories, “A++” (Superior) and “A+” (Superior) are the highest, followed by “A” (Excellent), “A-” (Excellent), “B++”(Very Good) and “B+”(Very Good). Publications of A.M. Best Company indicate that the “A-” rating is assigned to those companies that, in A.M. Best Company’s opinion, have demonstrated an excellent ability to meet their ongoing obligations to policyholders. Standard & Poor’s insurer financial strength ratings currently range from “AAA” to “NR”, and include 21 separate ratings categories. Within these categories, “AAA” and “AA” are the highest, followed by “A” and “BBB”. Publications of Standard & Poor’s indicate that an insurer rated “BBB” or higher is regarded as having strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are higher rated insurers.

A.M. Best Company and Standard & Poor’s review their ratings of insurance companies from time to time. There can be no assurance that any particular rating will continue for any given period of time or that it will not be changed or withdrawn entirely if, in their judgment, circumstances so warrant. If our ratings were to be downgraded for any reason, we could experience a material decline in the sales of our products and the persistency of our existing business.

Our system of internal control ensures the accuracy or completeness of our disclosures and a loss of public confidence in the quality of our internal controls or disclosures could have a negative impact on us.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to provide an annual report on our internal control over financial reporting, including an assessment as to whether or not our internal control over financial reporting is effective. We are also required to have our auditors attest to our assessment and to opine on the effectiveness of our internal control over financial reporting. We have in the past discovered, and may in the future discover areas of our internal control that need remediation. If we determine that our remediation has been ineffective, or we identify additional material weaknesses in our internal control over financial reporting, we could be subjected to additional regulatory scrutiny, future delays in filing our financial statements and a loss of public confidence in the reliability of our financial statements, which could have a negative impact on our liquidity, access to capital markets, and financial condition.

In addition, we do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. The design of a control system must reflect the fact

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that there are resource constraints, and the benefits of controls must be considered relative to their costs. Based on the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, while we document our assumptions and review financial disclosures with the audit committee of our board of directors, the regulations and literature governing our disclosures are complex and reasonable persons may disagree as to their application to a particular situation or set of circumstances.

Item 1B.       Unresolved Staff Comments

None.

Item 2.                Properties

We lease approximately 60,000 square feet for our principal offices in West Des Moines, Iowa, under an operating lease that expires in 2011. We also lease approximately 6,000 square feet for our office in Pell City, Alabama, pursuant to an operating lease that expires on December 31, 2007.

Item 3.                Legal Proceedings

We are occasionally involved in litigation, both as a defendant and as a plaintiff. In addition, state regulatory bodies, such as state insurance departments, the SEC, the NASD, the Department of Labor, and other regulatory bodies regularly make inquiries and conduct examinations or investigations concerning our compliance with, among other things, insurance laws, securities laws, the Employee Retirement Income Security Act of 1974, as amended and laws governing the activities of broker-dealers.

Companies in the life insurance and annuity business have faced litigation, including class action lawsuits, alleging improper product design, improper sales practices and similar claims. We are currently a defendant in several purported class action lawsuits alleging improper sales practices. In these lawsuits, the plaintiffs are seeking returns of premiums and other compensatory and punitive damages. We have reached a settlement in one of these cases. The impact of the settlement was immaterial. No class has been certified in any of the other pending cases at this time. Although we have denied all allegations in these lawsuits and intend to vigorously defend against them, the lawsuits are in the early stages of litigation and neither their outcomes nor a range of possible outcomes can be determined at this time. However, we do not believe that these lawsuits will have a material adverse effect on our business, financial condition or results of operations.

In addition, we are from time to time, subject to other legal proceedings and claims in the ordinary course of business, none of which we believe are likely to have a material adverse effect on our financial position, results of operations or cash flows. There can be no assurance that such litigation, or any future litigation, will not have a material adverse effect on our business, financial condition or results of operations.

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

None.

Page 21 of 54




PART II

Item 5.                Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol AEL. The following table sets forth the high and low prices of our common stock as quoted on the NYSE.

2006

 

High

 

Low

 

First Quarter

 

$

14.34

 

$

12.76

 

Second Quarter

 

$

14.60

 

$

10.66

 

Third Quarter

 

$

12.55

 

$

10.07

 

Fourth Quarter

 

$

13.44

 

$

11.90

 

 

2005

 

 

 

 

 

First Quarter

 

$

12.92

 

$

10.14

 

Second Quarter

 

$

12.79

 

$

10.08

 

Third Quarter

 

$

11.96

 

$

10.41

 

Fourth Quarter

 

$

13.06

 

$

10.83

 

 

As of December 31, 2006, there were approximately 13,600 holders of our common stock. In 2006 and 2005, we paid an annual cash dividend of $0.05 and $0.04, respectively, per share on our common stock. We intend to continue to pay an annual cash dividend on such shares so long as we have sufficient capital and/or future earnings to do so. However, we anticipate retaining most of our future earnings, if any, for use in our operations and the expansion of our business. Any further determination as to dividend policy will be made by our board of directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition and future prospects and such other factors as our board of directors may deem relevant.

Since we are a holding company, our ability to pay cash dividends depends in large measure on our subsidiaries’ ability to make distributions of cash or property to us. Iowa insurance laws restrict the amount of distributions American Equity Life can pay to us without the approval of the Iowa Insurance Division. See Management’s Discussion and Analysis of Financial Condition and Results of Operations and note 11 to our audited consolidated financial statements.

On December 20, 2005, we completed an additional offering of 13,000,000 shares of our common stock at a price of $11.60 per share. The managing underwriters for the offering were Raymond James & Associates, Inc., Friedman, Billings, Ramsey & Co., Inc., SunTrust Robinson Humphrey, Cochran, Caronia Securities, LLC and Oppenheimer & Co., Inc. Pursuant to the over-allotment option granted to the underwriters in the offering, the underwriters purchased an additional 1,950,000 shares on December 30, 2005. The aggregate gross proceeds to us from this additional offering were approximately $173.4 million. The aggregate net proceeds to us from the offering were approximately $163.5 million after deducting $9.1 million in discounts and commissions paid to the underwriters and $0.8 million in other expenses incurred in connection with the offering. The net proceeds were contributed to American Equity Life to fund future growth of its annuity business.

There were no sales of unregistered equity securities during 2006.

Page 22 of 54




Issuer Purchases of Equity Securities

The following table sets forth issuer purchases of equity securities for the year ended December 31, 2006.

 

 

(a)

 

(b)

 

(c)

 

(d)

 

Period

 

Total
Number of
Shares
(or Units)
Purchased(1)

 

Average
Price Paid
per Share
(or Unit)(1)

 

Total
Number of
Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs

 

Maximum
Number
(or Approximate
Dollar Value)
of Shares
(or Units)
that May Yet
Be Purchased
Under
the Plans
or Programs

 

January 1, 2006 through January 31, 2006

 

 

20,000

 

 

 

$

13.14

 

 

20,000

 

 

1,441,683

 

 

February 1, 2006 through February 28, 2006

 

 

 

 

 

 

 

 

 

1,441,683

 

 

March 1, 2006 through March 31, 2006

 

 

114,000

 

 

 

14.00

 

 

114,000

 

 

1,327,683

 

 

April 1, 2006 through April 30, 2006

 

 

 

 

 

 

 

 

 

 

1,327,683

 

 

May 1, 2006 through May 31, 2006

 

 

 

 

 

 

 

 

 

 

1,327,683

 

 

June 1, 2006 through June 30, 2006

 

 

 

 

 

 

 

 

 

 

1,327,683

 

 

July 1, 2006 through July 31, 2006

 

 

 

 

 

 

 

 

 

 

1,327,683

 

 

August 1, 2006 through August 31, 2006

 

 

533,125

 

 

 

11.46

 

 

533,125

 

 

794,558

 

 

September 1, 2006 through September 30, 2006

 

 

318,547

 

 

 

12.35

 

 

318,547

 

 

490,011

 

 

October 1, 2006 through October 31, 2006

 

 

 

 

 

 

 

 

 

490,011

 

 

November 1, 2006 through November 30, 2006

 

 

36,750

 

 

 

12.97

 

 

36,750

 

 

453,261

 

 

December 1, 2006 through December 31, 2006

 

 

39,143

 

 

 

12.88

 

 

39,143

 

 

639,566

 

 

Total

 

 

1,061,565

 

 

 

$

12.14

 

 

1,061,565

 

 

 

 

 


(1)          Activity in this table represents the following items:

Our 1996 Stock Option Plan, 2000 Employee Stock Option Plan and 2000 Directors Stock Option Plan provide for the grant of stock options to officers, directors and employees. Under the plans, the purchase price for any shares purchased pursuant to the exercise of an option shall be paid in full upon such exercise in cash or by transferring common shares of the Company to the Company.

We have a Rabbi Trust, the NMO Deferred Compensation Trust, which purchases our common shares to fund the amount of shares earned by our agents under the NMO Deferred Compensation Plan.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding securities authorized for issuance under equity compensation plans is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2006.

Page 23 of 54




Item 6.                Selected Consolidated Financial Data

The summary consolidated financial and other data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes appearing elsewhere in this report. The results for past periods are not necessarily indicative of results that may be expected for future periods.

 

 

Year ended December 31,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

(Dollars in thousands, except per share data)

 

Consolidated Statements of Income Data:

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Traditional life and accident and health insurance premiums

 

$

13,622

 

$

13,578

 

$

15,115

 

$

13,686

 

$

13,664

 

Annuity and single premium universal life product charges

 

39,472

 

25,686

 

22,462

 

20,452

 

15,376

 

Net investment income

 

677,638

 

554,118

 

428,385

 

357,295

 

308,548

 

Realized gains (losses) on investments

 

1,345

 

(7,635

)

943

 

6,946

 

(122

)

Change in fair value of derivatives

 

183,783

 

(18,029

)

28,696

 

52,525

 

(57,753

)

Total revenues

 

915,860

 

567,718

 

495,601

 

450,904

 

279,713

 

Benefits and expenses

 

 

 

 

 

 

 

 

 

 

 

Insurance policy benefits and change in future policy benefits

 

8,808

 

8,504

 

10,151

 

11,824

 

9,317

 

Interest credited to account balances

 

429,062

 

311,479

 

309,034

 

248,075

 

183,503

 

Change in fair value of embedded derivatives

 

151,057

 

31,087

 

(8,567

)

66,801

 

(5,027

)

Interest expense on amounts due to related party under General AgencyCommission and Servicing Agreement(a)

 

 

 

 

 

3,596

 

Interest expense on notes payable

 

20,382

 

16,324

 

2,358

 

2,713

 

1,901

 

Interest expense on subordinated debentures(a)

 

21,354

 

14,145

 

9,609

 

7,661

 

 

Interest expense on amounts due under repurchase agreements and otherinterest expense

 

32,931

 

11,280

 

3,148

 

1,278

 

1,777

 

Amortization of deferred policy acquisition costs

 

94,923

 

68,109

 

67,867

 

47,450

 

34,060

 

Other operating costs and expenses

 

40,418

 

35,896

 

32,520

 

25,794

 

21,635

 

Total benefits and expenses

 

798,935

 

496,824

 

426,120

 

411,596

 

250,762

 

Income before income taxes and minority interests

 

116,925

 

70,894

 

69,481

 

39,308

 

28,951

 

Income tax expense(a)

 

41,440

 

25,402

 

40,611

 

13,505

 

7,299

 

Income before minority interests

 

75,485

 

45,492

 

28,870

 

25,803

 

21,652

 

Minority interests in subsidiaries:

 

 

 

 

 

 

 

 

 

 

 

Minority interest(a)

 

 

2,500

 

(453

)

363

 

 

Earnings attributable to company-obligated mandatorilyredeemable preferred securities of subsidiary trusts(a)

 

 

 

 

 

7,445

 

Net income

 

$

75,485

 

$

42,992

 

$

29,323

 

$

25,440

 

$

14,207

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share

 

$

1.34

 

$

1.09

 

$

0.77

 

$

1.45

 

$

0.87

 

Earnings per common share—assuming dilution

 

$

1.27

 

$

0.99

 

$

0.71

 

$

1.21

 

$

0.76

 

Dividends declared per common share

 

$

0.05

 

$

0.04

 

$

0.02

 

$

0.01

 

$

0.01

 

 

Page 24 of 54




 

 

 

At December 31,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

(Dollars in thousands, except per share data)

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

14,990,123

 

$

14,042,794

 

$

11,087,288

 

$

8,962,841

 

$

7,327,789

 

Policy benefit reserves

 

13,207,931

 

12,237,988

 

9,807,969

 

8,315,874

 

6,737,888

 

Amounts due to related party under General Agency Commissionand Servicing Agreement(a)

 

 

 

 

 

40,345

 

Notes payable(a)

 

266,383

 

281,043

 

283,375

 

46,115

 

43,333

 

Subordinated debentures(a)

 

268,489

 

230,658

 

173,576

 

116,425

 

 

Company-obligated mandatorily redeemable preferredsecurities issued by subsidiary trusts(a)

 

 

 

 

 

100,486

 

Total stockholders’ equity

 

595,066

 

519,358

 

305,543

 

263,716

 

77,478

 

 

 

 

At and for the Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

(Dollars in thousands, except per share data)

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

Book value per share(b)

 

$

10.60

 

$

9.35

 

$

7.97

 

$

7.19

 

$

4.67

 

Return on equity(c)

 

13.6

%

12.8

%

10.3

%

28.3

%

23.7

%

Number of agents

 

52,001

 

51,744

 

45,940

 

42,239

 

41,396

 

Life subsidiaries’ statutory capital and surplus

 

992,478

 

686,841

 

608,930

 

374,587

 

227,199

 

Life subsidiaries’ statutory net gain from operations before incometaxes and realized capital gains (losses)

 

95,217

 

112,498

 

93,640

 

45,822

 

53,535

 

Life subsidiaries’ statutory net income

 

89,875

 

40,534

 

47,711

 

25,404

 

26,010

 


(a)           On December 31, 2003, retroactive to January 1, 2003, we adopted Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (“FIN 46”). During the first quarter of 2005, retroactive to January 1, 2003, we adopted FASB Staff Position No. FIN 46(R)-5, Implicit Variable Interests under FIN 46. See note 1 to our audited consolidated financial statements.

(b)           Book value per share is calculated as total stockholders’ equity less the liquidation preference of our series preferred stock divided by the total number of shares of common stock outstanding. Shares outstanding include shares held by rabbi trusts—see note 10 to our audited consolidated financial statements.

(c)            We define return on equity as net income divided by average total stockholders’ equity. Average total stockholders’ equity is determined based upon the total stockholders’ equity at the beginning and the end of the year. The computations of average stockholders’ equity for 2005 and 2003 have been calculated on a weighted average basis to recognize the significant increases in stockholders’ equity that resulted from the receipt of the net proceeds from our public offerings of common stock in December 2005 and 2003.

Page 25 of 54




Item 7.                Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis reviews our consolidated financial position at December 31, 2006 and 2005, and our consolidated results of operations for the three years in the period ended December 31, 2006, and where appropriate, factors that may affect future financial performance. This discussion should be read in conjunction with our audited consolidated financial statements, notes thereto and selected consolidated financial data appearing elsewhere in this report.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analyses and other information contained in this report and elsewhere (such as in filings by us with the Securities and Exchange Commission, press releases, presentations by us or our management or oral statements) relative to markets for our products and trends in our operations or financial results, as well as other statements including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and other similar expressions, constitute forward-looking statements. We caution that these statements may and often do vary from actual results and the differences between these statements and actual results can be material. Accordingly, we cannot assure you that actual results will not differ materially from those expressed or implied by the forward-looking statements. Factors that could contribute to these differences include, among other things:

·       general economic conditions and other factors, including prevailing interest rate levels and stock and credit market performance which may affect (among other things) our ability to sell our products, our ability to access capital resources and the costs associated therewith, the fair value of our investments and the lapse rate and profitability of our policies;

·       customer response to new products and marketing initiatives;

·       changes in the Federal income tax laws and regulations which may affect the relative income tax advantages of our products;

·       increasing competition in the sale of annuities;

·       regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) bank sales and underwriting of insurance products and regulation of the sale, underwriting and pricing of products; and

·       the risk factors or uncertainties listed from time to time in our private placement memorandums or filings with the SEC.

Overview

We specialize in the sale of individual annuities (primarily deferred annuities) and, to a lesser extent, we also sell life insurance policies. Under GAAP, premium collections for deferred annuities are reported as deposit liabilities instead of as revenues. Similarly, cash payments to policyholders are reported as decreases in the liabilities for policyholder account balances and not as expenses. Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges deducted from the account balances of policyholders in connection with withdrawals, realized gains and losses on investments and changes in fair value of derivatives. Components of expenses for products accounted for as deposit liabilities are interest credited to account balances, changes in fair value of embedded derivatives, amortization of deferred policy acquisition costs and deferred sales inducements, other operating costs and expenses and income taxes.

Earnings from products accounted for as deposit liabilities are primarily generated from the excess of net investment income earned over the interest credited to the policyholder, or the “investment spread”. In

Page 26 of 54




the case of index annuities, the investment spread consists of net investment income in excess of the cost of the options purchased to fund the index-based component of the policyholder’s return and amounts credited as a result of minimum guarantees.

Our investment spread is summarized as follows:

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

Average yield on invested assets

 

6.14

%

6.18

%

6.28

%

Cost of money:

 

 

 

 

 

 

 

Aggregate

 

3.41

%

3.70

%

3.90

%

Average net cost of money for index annuities

 

3.28

%

3.38

%

3.37

%

Average crediting rate for fixed rate annuities:

 

 

 

 

 

 

 

Annually adjustable

 

3.25

%

3.32

%

3.47

%

Multi-year rate guaranteed

 

4.81

%

5.56

%

5.57

%

Investment spread:

 

 

 

 

 

 

 

Aggregate

 

2.73

%

2.48

%

2.38

%

Index annuities

 

2.86

%

2.80

%

2.91

%

Fixed rate annuities:

 

 

 

 

 

 

 

Annually adjustable

 

2.89

%

2.86

%

2.81

%

Multi-year rate guaranteed

 

1.33

%

0.62

%

0.71

%

 

The cost of money and average crediting rates are computed based upon policyholder account balances and do not include the impact of amortization of deferred sales inducements. See Critical Accounting Policies—Deferred Policy Acquisition Costs and Deferred Sales Inducements. With respect to our index annuities, the cost of money includes the average crediting rate on amounts allocated to the fixed rate options, expenses we incur to fund the annual index credits and where applicable, minimum guaranteed interest credited. Proceeds received upon expiration or early termination of call options purchased to fund annual index credits are recorded as part of the change in fair value of derivatives, and are largely offset by an expense for interest credited to annuity policyholder account balances. See Critical Accounting Policies—Derivative Instruments—Index Products.

Our profitability depends in large part upon the amount of assets under our management, investment spreads we earn on our policyholder account balances, our ability to manage our investment portfolio to maximize returns and minimize risks such as interest rate changes, defaults or impairment of assets, our ability to manage costs of the options purchased to fund the annual index credits on our index annuities, our ability to manage the costs of acquiring new business (principally commissions to agents and first year bonuses credited to policyholders) and our ability to manage our operating expenses.

Critical Accounting Policies

The increasing complexity of the business environment and applicable authoritative accounting guidance require us to closely monitor our accounting policies. We have identified four critical accounting policies that are complex and require significant judgment. The following summary of our critical accounting policies is intended to enhance your ability to assess our financial condition and results of operations and the potential volatility due to changes in estimates.

Valuation of Investments

Our fixed maturity securities (bonds and redeemable preferred stocks maturing more than one year after issuance) and equity securities (common and non-redeemable preferred stocks) classified as available for sale are reported at estimated fair value. Unrealized gains and losses, if any, on these securities are

Page 27 of 54




included directly as a separate component of stockholders’ equity, net of income taxes and certain adjustments for assumed changes in amortization of deferred policy acquisition costs and deferred sales inducements. Fair values for securities that are actively traded are determined using quoted market prices. For fixed maturity securities that are not actively traded, fair values are estimated using price matrices developed using yield data and other factors relating to instruments or securities with similar characteristics. The carrying amounts of all our investments are reviewed on an ongoing basis for changes in market interest rates and credit deterioration. If this review indicates a decline in fair value that is other than temporary, our carrying amount in the investment is reduced to its fair value and a specific write down is taken. Such reductions in carrying amount are recognized as realized losses and charged to earnings.

Our periodic assessment of our ability to recover the amortized cost basis of investments that have materially lower quoted market prices requires a high degree of management judgment and involves uncertainty. Factors considered in evaluating whether a decline in value is other than temporary include:

·       the length of time and the extent to which the fair value has been less than cost;

·       the financial condition and near-term prospects of the issuer;

·       whether the investment is rated investment grade;

·       whether the issuer is current on all payments and all contractual payments have been made as agreed;

·       our intent and ability to retain the investment for a period of time sufficient to allow for recovery;

·       consideration of rating agency actions; and

·       changes in cash flows of asset-backed and mortgage-backed securities.

In addition, where our intent was to retain the investment to allow for recovery, but our intent changes, an other than temporary impairment charge is recognized. Once an impairment charge has been recorded, we then continue to review the other than temporarily impaired securities for appropriate valuation on an ongoing basis. Unrealized losses may be recognized in future periods through a charge to earnings, should we later conclude that the decline in fair value below amortized cost is other than temporary pursuant to our accounting policy described above.

Page 28 of 54




At December 31, 2006 and 2005, the amortized cost and estimated fair value of fixed maturity securities and equity securities that were in an unrealized loss position were as follows:

 

 

Number of
Positions

 

Amortized
Cost

 

Unrealized
Losses

 

Estimated
Fair Value

 

 

 

(Dollars in thousands)

 

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

United States Government full faith and credit

 

 

2

 

 

$

939

 

$

(38

)

$

901

 

United States Government sponsored agencies

 

 

73

 

 

2,997,612

 

(83,986

)

2,913,626

 

Public utilities

 

 

15

 

 

84,300

 

(3,486

)

80,814

 

Corporate securities

 

 

69

 

 

465,770

 

(17,354

)

448,416

 

Redeemable preferred stocks

 

 

10

 

 

48,534

 

(1,623

)

46,911

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

United States Government and agencies

 

 

8

 

 

64,968

 

(1,317

)

63,651

 

Non-government

 

 

23

 

 

361,324

 

(17,191

)

344,133

 

 

 

 

200

 

 

$

4,023,447

 

$

(124,995

)

$

3,898,452

 

Held for investment:

 

 

 

 

 

 

 

 

 

 

 

United States Government sponsored agencies

 

 

88

 

 

$

5,025,501

 

$

(256,912

)

$

4,768,589

 

 

 

 

88

 

 

$

5,025,501

 

$

(256,912

)

$

4,768,589

 

Equity securities, available for sale:

 

 

 

 

 

 

 

 

 

 

 

Non-redeemable preferred stocks

 

 

4

 

 

$

21,316

 

$

(407

)

$

20,909

 

Common stocks

 

 

2

 

 

3,210

 

(219

)

2,991

 

 

 

 

6

 

 

$

24,526

 

$

(626

)

$

23,900

 

December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

United States Government full faith and credit

 

 

2

 

 

$

902

 

$

(24

)

$

878

 

United States Government sponsored agencies

 

 

70

 

 

2,822,317

 

(67,471

)

2,754,846

 

Public utilities

 

 

15

 

 

84,690

 

(1,306

)

83,384

 

Corporate securities

 

 

54

 

 

374,502

 

(12,596

)

361,906

 

Redeemable preferred stocks

 

 

10

 

 

35,013

 

(2,076

)

32,937

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

United States Government and agencies

 

 

7

 

 

47,053

 

(160

)

46,893

 

Non-government

 

 

25

 

 

280,226

 

(12,933

)

267,293

 

 

 

 

183

 

 

$

3,644,703

 

$

(96,566

)

$

3,548,137

 

Held for investment:

 

 

 

 

 

 

 

 

 

 

 

United States Government sponsored agencies

 

 

81

 

 

$

4,541,914

 

$

(113,290

)

$

4,428,624

 

 

 

 

81

 

 

$

4,541,914

 

$

(113,290

)

$

4,428,624

 

Equity securities, available for sale:

 

 

 

 

 

 

 

 

 

 

 

Non-redeemable preferred stocks

 

 

12

 

 

$

44,665

 

$

(2,075

)

$

42,590

 

Common stocks

 

 

5

 

 

8,816

 

(1,534

)

7,282

 

 

 

 

17

 

 

$

53,481

 

$

(3,609

)

$

49,872

 

 

The amortized cost and estimated fair value of fixed maturity securities at December 31, 2006 and 2005, by contractual maturity, that were in an unrealized loss position are shown below. Actual maturities

Page 29 of 54




will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. All of our mortgage-backed and asset-backed securities provide for periodic payments throughout their lives, and are shown below as a separate line.

 

 

Available-for-sale

 

Held for investment

 

 

 

Amortized
Cost

 

Estimated
Fair Value

 

Amortized
Cost

 

Estimated
Fair Value

 

 

 

(Dollars in thousands)

 

December 31, 2006

 

 

 

 

 

 

 

 

 

Due after one year through five years

 

$

56,075

 

$

55,348

 

$

 

$

 

Due after five years through ten years

 

371,683

 

355,800

 

 

 

Due after ten years through twenty years

 

2,048,092

 

1,996,703

 

348,413

 

342,104

 

Due after twenty years

 

1,121,305

 

1,082,817

 

4,677,088

 

4,426,485

 

 

 

3,597,155

 

3,490,668

 

5,025,501

 

4,768,589

 

Mortgage-backed and asset-backed securities

 

426,292

 

407,784

 

 

 

 

 

$

4,023,447

 

$

3,898,452

 

$

5,025,501

 

$

4,768,589

 

December 31, 2005

 

 

 

 

 

 

 

 

 

Due after one year through five years

 

$

31,264

 

$

29,906

 

$

 

$

 

Due after five years through ten years

 

367,098

 

351,739

 

 

 

Due after ten years through twenty years

 

1,821,658

 

1,783,303

 

347,612

 

343,806

 

Due after twenty years

 

1,097,404

 

1,069,003

 

4,194,302

 

4,084,818

 

 

 

3,317,424

 

3,233,951

 

4,541,914

 

4,428,624

 

Mortgage-backed and asset-backed securities

 

327,279

 

314,186

 

 

 

 

 

$

3,644,703

 

$

3,548,137

 

$

4,541,914

 

$

4,428,624

 

 

The increase in unrealized losses at December 31, 2006 compared to December 31, 2005 is primarily due to the impact of increases in market interest rates in 2006. Because we have the ability and intent to hold these investments until a recovery of amortized cost, which may be maturity, we do not consider these investments to be other than temporarily impaired at December 31, 2006.

See Financial Condition—Investments for significant concentrations in the investment portfolio.

At December 31, 2006 and 2005, the fair value of investments we owned that were non-investment grade was $105.5 million and $115.2 million, respectively. Non-investment grade securities represented 1.0% and 0.9% at December 31, 2006 and 2005, respectively, of the fair value of our fixed maturity securities. The net unrealized losses on investments we owned that were non-investment grade at December 31, 2006 and 2005 were $5.0 million and $5.8 million, respectively. The unrealized losses on such securities at December 31, 2006 and 2005 represented 1.3% and 2.8%, respectively, of gross unrealized losses on fixed maturity securities.

At each balance sheet date, we identify invested assets which have characteristics (i.e. significant unrealized losses compared to book value and industry trends) creating uncertainty as to our future assessment of an other than temporary impairment. We include these securities on a list which is referred to as our watch list. We exclude from this list securities with unrealized losses which are related to market movements in interest rates and which have no factors indicating that such unrealized losses may be other than temporary as we have the ability and intent to hold these securities to maturity or until a market recovery is realized. There were no securities on our watch list at December 31, 2006.

We took write downs on certain investments that we concluded had an other than temporary impairment during 2006, 2005 and 2004 of $1.3 million, $9.5 million and $12.8 million, respectively. We also realized losses on the sale of certain investments during 2006, 2005 and 2004 of $3.2 million, $3.6 million and $0.2 million, respectively. The following is a discussion of each security for which we have

Page 30 of 54




taken write downs or sold at a material loss during the years ended December 31, 2006, 2005 and 2004. The discussion excludes securities sold at a loss which were deemed immaterial. There were no material losses on sales of securities during 2004.

During 2006, we wrote down two securities in the automotive industry by $1.3 million due to deterioration in the issuer’s operations and several downgrades of the issuer’s credit rating. These securities were sold in 2006 subsequent to the write down at approximately their cost basis. During 2005, we wrote down the common stock of this issuer by $0.6 million based upon our assessment that this security would remain in an unrealized loss position for a significant period of time. We sold this security in 2006 at its cost basis.

During 2006, we sold two asset-backed securities backed by leases on airplanes concurrent with our decision to write down these securities due to continuing problems in the airline industry and deterioration of the underlying collateral which resulted in decreases in the amount of expected principal and interest payments. The write down/realized loss on these securities was $2.5 million for the year ended December 31, 2006. We had previously written down these securities by $7.8 million during 2001–2003 and $2.7 million during 2005 due to deterioration in the underlying collateral.

During 2005, a security backed by the senior notes of a media company declined in value following an announcement of a change in future business strategy and the potential for share buybacks. We wrote this security down by $0.4 million during 2005 and sold it during 2006, at its cost basis.

During 2005, we wrote down an asset-backed security of a major U.S. airline by $5.8 million due to the uncertainty of recovery of all future principal and interest payments subsequent to the airline’s bankruptcy filing. We sold this security in 2006 at a value in excess of its amortized cost.

During 2005, we sold two asset-backed securities backed by installment sales contracts secured by manufactured homes and liens on real estate concurrent with our decision to write down these securities due to continuing increases in the default rates and deterioration of the underlying collateral. The write down/realized loss on these securities was $2.7 million for the year ended December 31, 2005. We had previously written down these securities by $6.9 million during 2003 and $11.3 million during 2004 due to increases in default rates, deterioration of the underlying collateral and credit rating downgrades.

During 2004, we wrote down an asset-backed security backed by cash flows from a specified pool of financial assets by $1.5 million due to deterioration of the underlying collateral and a downgrade of the issuer’s credit rating to below investment grade. This security was sold in 2004 subsequent to the write down.

In making the decisions to write down the securities described above, we considered whether the factors leading to those write downs impacted any other securities held in our portfolio. In cases where we determined that a decline in value was related to an industry-wide concern, we considered the impact of such concern on all securities we held within that industry classification. For each of the securities discussed above that were sold at a loss, there was an unexpected event resulting in a decline in credit quality which occurred shortly before the sale. This led to the decision to sell the securities at a loss concurrent with the decision that an additional impairment charge was required. Accordingly, in all cases, this did not contradict our previous assertion that we had the ability and intent to hold the securities until recovery in value.

Our mortgage loans on real estate are reported at cost, adjusted for amortization of premiums and accrual of discounts. If we determine that the value of any mortgage loan is impaired, the carrying amount of the mortgage loan will be reduced to its fair value, based upon the present value of expected future cash flows from the loan discounted at the loan’s effective interest rate, or the fair value of the underlying collateral. The carrying value of impaired loans is reduced by the establishment of a valuation allowance, changes to which are recognized as realized gains or losses on investments. There were no valuation allowances at December 31, 2006 and 2005. Interest income on impaired loans is recorded on a cash basis.

Page 31 of 54




Derivative Instruments—Index Products

We offer a variety of index annuities with crediting strategies linked to several market indices, including the S&P 500, the Dow Jones Industrial Average, NASDAQ 100, the Lehman Aggregate Bond Index and the Lehman U.S. Treasury Bond Index. These products allow policyholders to earn returns linked to equity or bond index appreciation without the risk of loss of their principal. Most of these products allow policyholders to transfer funds once a year among several different crediting strategies, including one or more of the index based strategies and a traditional fixed rate strategy. Substantially all of our index products require annual crediting of interest and an annual reset of the applicable index on the contract anniversary date. The computation of the annual index credit is based upon either a one year annual point-to-point calculation (i.e., the gain in the applicable index from one anniversary date to the next anniversary date), a monthly averaging of the index during the contract year, or a one year monthly point-to-point calculation (the net gain determined by adding the twelve monthly gains and losses in the applicable index within the one year period from one anniversary date to the next anniversary date).

The annuity contract value is equal to the premiums paid plus annual index credits based upon a percentage, known as the “participation rate”, of the annual appreciation (based in some instances on monthly averages or monthly point-to-point calculations) in the recognized index or benchmark. The participation rate, which we may reset annually, generally varies among the index products from 50% to 100%. Some products apply an overall limit, or “cap”, ranging from 5% to 13%, on the amount of annual interest the policyholder may earn in any one contract year, and the applicable cap may also be adjusted annually subject to stated minimums. In addition, some of the products have an “asset fee” ranging from 1.5 to 5.0%, which is deducted from the annual interest to be credited. For products with asset fees, if the annual appreciation in the index does not exceed the asset fee, the policyholder’s index credit is zero. The minimum guaranteed contract values range from 80% to 100% of the premium collected plus interest credited on the minimum guaranteed contract value at an annual rate of 2.0% to 3.5%.

We purchase one-year call options on the applicable indices as an investment to provide the income needed to fund the annual index credits on the index products. New one-year options are purchased at the outset of each contract year. We budget an amount to purchase the specific options needed to fund the annual index credits, and the cost of the options represents our cost of providing the credits. The amount we budget for the purchase of index call options is based on our interest spread targets and is comparable to the credited rates of interest we offer on fixed rate annuities. For example, if the yield on our invested assets is 6.00% and our targeted spread is 2.50%, we allocate up to 3.50% of the premium in the first year or account balance after the first year to the purchase of one-year call options. Participation rates, which define the policyholder’s level of participation in index gains each year, are determined by option costs. For example, if, based on current market conditions, the amount allocated to the purchase of options is sufficient to purchase an option that will provide a return equal to 70% of the annual gain in the applicable index, we will set the policyholder’s participation rate at 70%. We have the ability to modify participation rates each year when a new option is purchased. In general, if option costs increase, participation rates may be decreased, and if option costs decrease, participation rates may be increased. We purchase call options weekly and daily based upon new and renewing index account values during the applicable week or day, and the purchases are made by category according to the particular products and indices applicable to the new or renewing account values. Any proceeds received on the options at the expiration of the one-year term fund the related index credits to the policyholders. If there is no gain in an index, the policyholder receives a zero index credit on the policy, and we incur no costs beyond the option cost, except in cases where the minimum guaranteed value of a contract exceeds its index value.

Fair value changes associated with the call options are reported as an increase or decrease in revenues in our consolidated statements of income in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). The risk associated with prospective purchases of future one-year options is the uncertainty of the cost, which will determine

Page 32 of 54




whether we are able to earn our spread on our index business. All our index products permit us to modify participation rates, annual income caps or asset fees at least once a year. This feature is comparable to our fixed rate annuities, which allow us to adjust crediting rates annually. By modifying our participation rates or other features, we can limit our costs of purchasing the related one-year call options, except in cases where contractual features would prevent further modifications. Based upon actuarial testing which we conduct as a part of the design of our index products and on an ongoing basis, we believe the risk that contractual features would prevent us from controlling option costs is not material.

After the purchase of the one-year call options and payment of acquisition costs, we invest the balance of index premiums as a part of our general account invested assets. With respect to the index products, our investment spread is measured as the difference between the aggregate yield on our invested assets, less the aggregate option costs and the costs associated with minimum guarantees. If the minimum guaranteed value of an index product exceeds the index value (computed on a cumulative basis over the life of the contract) then the general account earnings are available to satisfy the minimum guarantees. If there were little or no gains in the entire series of one-year options purchased over the expected life of an index annuity (typically 10 to 15 years), then we would incur expenses for credited interest over and above our option costs, causing our spread to tighten and reducing our profits or potentially resulting in losses on these products.

Under SFAS 133, all of our derivative instruments (including certain derivative instruments embedded in other contracts) associated with our index products are recognized in the balance sheet at their fair values and changes in fair value are recognized immediately in earnings. This impacts the items of revenue and expense we report on our index business as follows:

·       We must mark to market the purchased call options we use to fund the annual index credits on our index annuities based upon quoted market prices from related counterparties. We record the change in fair value of these options as a component of our revenues. Included within the change in fair value of the options is an element reflecting the time value of the options, which initially is their purchase cost declining to zero at the end of their one-year lives. The change in fair value of derivatives also includes proceeds received at the expiration of the one year option terms and gains or losses recognized upon early termination.

·       Under SFAS 133, the future annual index credits on our index annuities are treated as a “series of embedded derivatives” over the expected life of the applicable contracts. We are required to estimate the fair value of policy liabilities for index annuities, including the embedded derivatives, by valuing the “host” (or guaranteed) component of the liabilities and projecting (i) the expected index credits on the next policy anniversary dates and (ii) the net cost of annual options we will purchase in the future to fund index credits. Our estimates of the fair value of these embedded derivatives are based on assumptions related to underlying policy terms (including annual participation rates, cap rates, asset fees, and minimum guarantees), index values, notional amounts, strike prices and expected lives of the policies. The change in fair value of embedded derivatives increases with increases in volatility in the indices and interest rates. The change in fair value of the embedded derivatives will not correspond to the change in fair value of the purchased options because the purchased options are one-year options while the options valued in the fair value of embedded derivatives cover the expected life of the contracts which typically exceed 10 years.

Page 33 of 54




The amounts reported with respect to our index business for SFAS 133 are summarized as follows:

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Change in fair value of derivatives:

 

 

 

 

 

 

 

Proceeds received at expiration or gains recognized upon early termination

 

$

216,834

 

$

89,942

 

$

87,619

 

Cost of money for index annuities

 

(183,145

)

(114,234

)

(59,432

)

Change in difference between fair value and remaining option cost at beginning and end of period

 

150,094

 

6,263

 

509

 

 

 

$

183,783

 

$

(18,029

)

$

28,696

 

Change in fair value of embedded derivatives—index annuities

 

$

151,057

 

$

31,087

 

$

(8,567

)

Related increase (decrease) in amortization of deferred policy acquisition costs and deferred sales inducements

 

$

(9,562

)

$

(12,314

)

$

6,408

 

 

Deferred Policy Acquisition Costs and Deferred Sales Inducements

Commissions and certain other costs relating to the production of new business are not expensed when incurred but instead are capitalized as deferred policy acquisition costs or deferred sales inducements. Only costs which are expected to be recovered from future policy revenues and gross profits may be deferred. Deferred policy acquisition costs consist principally of commissions and certain costs of policy issuance. Deferred sales inducements consist of first-year premium and interest bonuses credited to policyholder account balances. Amortization of deferred sales inducements is reported as a component of interest credited to account balances in the consolidated statements of income.

Deferred policy acquisition costs and deferred sales inducements totaled $1.5 billion and $1.3 billion at December 31, 2006 and 2005, respectively. For annuity and single premium universal life products, these costs are being amortized generally in proportion to expected gross profits from investments and, to a lesser extent, from surrender charges and mortality and expense margins. Current and future period gross profits/margins for index annuities also include the impact of amounts recorded for the change in fair value of derivatives and the change in fair value of embedded derivatives. Current period amortization is adjusted retrospectively through an unlocking process when estimates of current or future gross profits/margins (including the impact of realized investment gains and losses) to be realized from a group of products are revised. Our estimates of future gross profits/margins are based on actuarial assumptions related to the underlying policies terms, lives of the policies, yield on investments supporting the liabilities and level of expenses necessary to maintain the polices over their entire lives. Revisions are made based on historical results and our best estimates of future experience.

The impact of unlocking during 2006 was a $0.6 million decrease in amortization of deferred sales inducements and a $0.3 million increase in amortization of deferred policy acquisition costs. The impact of unlocking is primarily due to the impact of actual surrender experience on certain older business and changes in the estimates of future surrender experience on such business, offset in part by a reduction in the estimate of future projected policy maintenance expenses. There were no changes in our estimated gross profits in 2005 and 2004 that resulted in significant adjustments to the combined balance of deferred policy acquisition costs and deferred sales inducements.

If estimated gross profits for all future years on business in force at December 31, 2006 were to increase by a reasonably likely amount of 10%, our combined balance for deferred policy acquisition costs and deferred sales inducements at December 31, 2006 would increase by $31.5 million. Correspondingly, a

Page 34 of 54




reasonably likely 10% decrease in estimated gross profits for all future years would results in a $35.4 million decrease in the combined December 31, 2006 balances.

Deferred Income Tax Assets

As of December 31, 2006 and 2005, we had $73.8 million and $92.5 million, respectively, of net deferred income tax assets. The realization of these assets is based upon estimates of future taxable income, which requires management judgment. Based upon expectations of future taxable income, and considering all other available evidence, management believes the realization of these assets is more likely than not and we have not recorded a valuation allowance against these assets.

Results of Operations for the Three Years Ended December 31, 2006

Annuity deposits by product type collected during 2006, 2005 and 2004, were as follows:

 

 

Year Ended December 31,

 

Product Type

 

 

 

2006

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Index Annuities:

 

 

 

 

 

 

 

Index Strategies

 

$

1,160,467

 

$

1,780,092

 

$

1,119,398

 

Fixed Strategy

 

626,791

 

908,868

 

545,630

 

 

 

1,787,258

 

2,688,960

 

1,665,028

 

Fixed Rate Annuities:

 

 

 

 

 

 

 

Single-Year Rate Guaranteed

 

76,164

 

193,288

 

287,619

 

Multi-Year Rate Guaranteed

 

6,544

 

12,807

 

21,324

 

 

 

82,708

 

206,095

 

308,943

 

Total before coinsurance ceded

 

1,869,966

 

2,895,055

 

1,973,971

 

Coinsurance ceded

 

2,859

 

4,688

 

202,064

 

Net after coinsurance ceded

 

$

1,867,107

 

$

2,890,367

 

$

1,771,907

 

 

Net annuity deposits after coinsurance decreased 35% during 2006 compared to 2005, and increased 63% during 2005 compared to 2004. We attribute the decrease in 2006 to the flat to inverted yield curve interest rate environment that existed throughout the year which made fixed income alternatives such as certificates of deposit more attractive, the impact of the NASD’s notice to members on the sale of index annuities which has created confusion and impediments to sales of index annuities by annuity sales agents who are dual licensed to sell both insurance and securities products and highly competitive pricing from certain competitors. We attribute the increase in 2005 to increased marketing efforts following the completion of our initial public offering in December 2003 and the reduction in deposits ceded to EquiTrust Life Insurance Company, following the suspension of our coinsurance agreement with EquiTrust. See note 5 to our audited consolidated financial statements.

A key element of our competitive position in the index and fixed annuity market throughout the past several years has been the financial strength rating we received from A.M. Best Company. On August 3, 2006, A.M. Best Company upgraded our financial strength rating to A- (Excellent) from B++ (Very Good). The rating outlook is stable. We believe this rating upgrade will enhance our competitive position and improve our prospects for sales increases in future periods. However, the degree to which this rating upgrade will effect future sales and persistency is unknown.

Page 35 of 54




Net income increased 76% to $75.5 million in 2006, and 47% to $43.0 million in 2005, from $29.3 million in 2004. The increases in net income were principally due to growth in the volume of business in force and increases in the investment spread earned on our annuity liabilities. Our net annuity liabilities (after coinsurance ceded) increased from $6.4 billion at the beginning of 2004 to $11.3 billion at the end of 2006. As set forth in a table included earlier in this item, we increased our aggregate investment spread to 2.73% in 2006 compared to 2.48% in 2005 and 2.38% in 2004. Net income in 2006 and 2005 included $6.1 million and ($2.7) million for the change in fair value of embedded derivatives in our contingent convertible notes. Net income was also impacted by the application of SFAS 133 to our index annuity business which we estimate decreased net income in 2006 and 2005 by $4.4 million and $5.1 million, respectively, and increased net income in 2004 by $1.7 million. Net income also included amounts for realized gains (losses) on investments which we estimate increased net income in 2006 and 2004 by $0.4 million and $0.6 million, respectively, and decreased net income in 2005 by $2.7 million.

The comparisons of net income also reflect the impact of the consolidation of the Service Company. As discussed in note 1 to our audited consolidated financial statements, we acquired the Service Company on September 2, 2006, resulting in the consolidation of the Service Company as a wholly-owned subsidiary of us, rather than an “implicit variable interest” under FSP FIN 46(R)-5. Prior to the acquisition, we had an implicit variable interest in the Service Company and we consolidated the Service Company under FSP FIN 46(R)-5 upon its adoption by us in the first quarter of 2005. As permitted by the FSP, we applied FSP FIN 46(R)-5 retroactive to January 1, 2003, the date of our original adoption of FIN 46. The Service Company had net income in 2006 of $0.4 million as a wholly-owned subsidiary for the entire year. Substantially all of the Service Company’s revenue is renewal commissions received from American Equity Life (see note 8 to our audited consolidated financial statements) which are eliminated in consolidation. The consolidation of the Service Company reduced net income by $3.2 million for the year ended December 31, 2005. This amount was principally due to a $2.5 million distribution to the former shareholder of the Service Company prior to the September 2, 2005 acquisition and adjustments to the Service Company’s income tax liabilities as a result of a change in its effective income tax rate upon becoming a wholly-owned subsidiary of us. The adoption of FSP FIN 46(R)-5 and consolidation of the Service Company as an “implicit variable interest” resulted in an increase in income tax expense of $16.3 million during 2004 due to a change in the federal income tax status of the Service Company.

Annuity and single premium universal life product charges (surrender charges assessed against policy withdrawals and mortality and expense charges assessed against single premium universal life policyholder account balances) increased 54% to $39.5 million in 2006, and 14% to $25.7 million in 2005, from $22.5 million in 2004. These increases were principally due to increases in policy withdrawals subject to surrender charges due to growth in the volume and aging of the business in force. The increase in surrender charges and policy withdrawals for 2006 was also due in part to the flat to inverted yield curve interest rate environment that existed throughout the year. Withdrawals from annuity and single premium universal life policies subject to surrender charges were $259.2 million, $179.3 million and $147.0 million for 2006, 2005 and 2004, respectively. The average surrender charge collected on withdrawals subject to a surrender charge was 15.1%, 14.2% and 15.2% for 2006, 2005 and 2004, respectively.

Net investment income increased 22% to $677.6 million in 2006 and 29% to $554.1 million in 2005 from $428.4 million in 2004. These increases are principally attributable to the growth in our annuity business and corresponding increases in our invested assets, offset by decreases in the average yield earned on investments. Invested assets (on an amortized cost basis) increased 6% to $11.1 billion at December 31, 2006 and 31% to $10.5 billion at December 31, 2005 compared to $8.0 billion at December 31, 2004, while the average yield earned on average invested assets was 6.14%, 6.18% and 6.28% for 2006, 2005 and 2004, respectively. The declines in the yield earned on average invested assets is attributable to a general decline in interest rates and the reinvestment of net redemption proceeds from called securities at lower yields. See Quantitative and Qualitative Disclosures About Market Risk.

Page 36 of 54




Realized gains (losses) on investments fluctuate from year to year due to changes in the interest rate and economic environment and the timing of the sale of investments. Realized gains and losses on investments include gains and losses on the sale of securities as well as losses recognized when the fair value of a security is written down in recognition of an “other than temporary” impairment. See note 3 to our audited consolidated financial statements for a summary of the components of realized gains (losses) on investments for the years ended December 31, 2006, 2005 and 2004. See Financial Condition—Investments for additional discussion of write downs of the fair values of securities for other than temporary impairments and securities sold at a material loss for the years ended December 31, 2006, 2005 and 2004.

Change in fair value of derivatives (call options purchased to fund annual index credits on index annuities) was an increase of $183.8 million in 2006, a decrease of $18.0 million in 2005 and an increase of $28.7 million in 2004. The difference between the change in fair value of derivatives between the periods is primarily due to the performance of the indices upon which our options are based. A substantial portion of our options are based upon the S&P 500 Index with the remainder based upon other equity and bond market indices. The range of index appreciation for options expiring during the years ended December 31, 2006, 2005 and 2004 is as follows:

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

S&P 500 Index

 

 

 

 

 

 

 

Point-to-point strategy

 

1.4%–16.0

%

1.6%–14.9

%

5.4%–31.3

%

Monthly average strategy

 

1.1%–  9.1

%

0.0%–  9.9

%

2.3%–29.2

%

Monthly point-to-point strategy

 

0.0%–12.7

%

0.9%–12.0

%

N/A

 

Lehman Brothers U.S. Aggregateand U.S. Treasury indices

 

0.0%–  5.9

%

1.2%–  7.7

%

1.8%–  6.8

%

 

Actual amounts credited to policyholder account balances may be less than the index appreciation due to contractual features in the index annuity policies (participation rates and caps) which allow us to manage the cost of the options purchased to fund the annual index credits.

The change in fair value of derivatives is also influenced by the aggregate cost of options purchased. The aggregate cost of options has increased primarily due to an increased amount of index annuities in force. The aggregate cost of options is also influenced by the amount of policyholder funds allocated to the various indices, market volatility which affects option pricing and the policy terms and historical experience which affects the strikes and caps of the options we purchase. See Critical Accounting Policies—Derivative Instruments—Index Products.

Interest credited to account balances increased 38% to $429.1 million in 2006 and 1% to $311.5 million in 2005 from $309.0 million in 2004. The components of interest credited to account balances are summarized as follows:

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Index credits on index policies

 

$

219,586

 

$

95,020

 

$

122,667

 

Interest credited including changes in minimum guaranteed interest for index annuities

 

184,683

 

204,234

 

175,732

 

Amortization of deferred sales inducements

 

24,793

 

12,225

 

10,635

 

 

 

$

429,062

 

$

311,479

 

$

309,034

 

 

Page 37 of 54




The changes in index credits were attributable to changes in the appreciation of the underlying indices (see discussion above under change in fair value of derivatives) and the amounts allocated by policyholders to the respective index options. Total proceeds received upon expiration of the call options purchased to fund the annual index credits were $216.8 million, $89.9 million and $87.6 million for the years ended December 31, 2006, 2005 and 2004, respectively. The decrease in interest credited including changes in minimum guaranteed interest for index annuities for the year ended December 31, 2006 was due to reductions in interest credited on fixed rate annuities as a result of declines in the account balances of such annuities and decreases in interest crediting rates on several products, offset in part by increases in interest credited on amounts allocated to the fixed rate option and minimum guaranteed interest for index annuities as a result of the growth in amounts allocated to the fixed rate option in the index annuity liabilities. A significant factor in the reductions in interest credited on fixed rate annuities is the reduced interest on multi-year rate guarantee annuities. A significant amount of these annuities were sold in 2001 with an initial rate guaranteed for the first five policy years. We experienced surrenders of these policies upon expiration of this initial guaranteed interest during 2006 and reduced the crediting rates on those policies that remained in force as of December 31, 2006. The increase in interest credited including changes in minimum guaranteed interest for index annuities for the year ended December 31, 2005 was due to the growth in the annuity liabilities outstanding. The average amount of annuity liabilities outstanding (net of annuity liabilities ceded under coinsurance agreements) increased 20% to $10.8 billion in 2006 and 27% to $8.9 billion in 2005 from $7.0 billion in 2004.

The increases in amortization of deferred sales inducements during 2006, 2005 and 2004 were principally attributable to growth in account balances attributable to premium and interest bonus products. Bonus products represented 77%, 68% and 64% of our total annuity deposits during 2006, 2005 and 2004, respectively. The comparisons between periods are also affected by amortization associated with net realized gains (losses) on investments and amortization associated with the application of SFAS 133 to our index annuity business. The gross profit adjustments from net realized gains (losses) on investments increased amortization by $0.2 million in 2006, decreased amortization by $0.8 million in 2005 and had no impact in 2004. As discussed above, the application of SFAS 133 to our index annuity business creates differences in the recognition of revenues and expenses from derivative instruments including the embedded derivative liabilities in our index annuity contracts. The change in fair value of the embedded derivatives will not correspond to the change in fair value of the purchased options because the purchased options are one-year options while the options valued in the fair value of embedded derivatives cover the expected life of the contracts which typically exceed 10 years. The gross profit adjustments resulting from the application of SFAS 133 to our index annuity business decreased amortization by $2.9 million in 2006 and $3.2 million in 2005 and increased amortization by $1.4 million in 2004. See Critical Accounting Policies—Deferred Policy Acquisition Costs and Deferred Sales Inducements.

Change in fair value of embedded derivatives was an increase of $151.1 million during 2006 compared to an increase of $31.1 million in 2005 and a decrease of $8.6 million in 2004. The components of change in fair value of derivatives are summarized as follows:

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

(Dollars in thousands)

 

Index annuities

 

$

166,285

 

$

26,461

 

$

(8,567

)

Contingent convertible senior notes

 

(15,228

)

4,626

 

 

 

 

$

151,057

 

$

31,087

 

$

(8,567

)

 

The changes related to the embedded derivatives within our index annuities resulted primarily from changes in the expected index credits on the next policy anniversary dates, which are related to the change in fair value of the options acquired to fund these index credits discussed above in “change in fair value of

Page 38 of 54




derivatives”. The value of the embedded derivative is also impacted by changes in discount rates used in estimating future option costs and the growth in the host component of the embedded derivative. See Critical Accounting Policies—Derivative Instruments—Index Products.

The conversion option embedded within our contingent convertible senior notes was required to be bifurcated and marked to market in accordance with SFAS 133 beginning December 15, 2005 due to an insufficient number of authorized shares. See notes 1 and 7 to our audited consolidated financial statements. Effective June 8, 2006, this conversion option is no longer required to be bifurcated and marked to market upon shareholder approval of an increase of authorized shares. The changes in the fair value of the conversion option embedded within these notes for the years ended December 31, 2006 and 2005 coincide with the changes in the per share price of our common stock during the periods of time during 2006 and 2005 that the conversion option was required to be bifurcated.

Interest expense on notes payable increased 25% to $20.4 million in 2006 compared to $16.3 million in 2005 and $2.4 million in 2004. The increase in 2006 was primarily due to $4.7 million of amortization of the discount created in the fourth quarter of 2005 when the conversion option embedded in our contingent convertible senior notes was bifurcated from the host instrument. This discount was reduced from $76.9 million to $6.5 million during the second quarter of 2006 when the conversion option embedded within our contingent convertible senior notes was no longer required to be bifurcated. The increase in 2005 was primarily due to the issuance of $260.0 million of convertible senior notes at a fixed rate of 5.25% per annum during December 2004. See note 7 to our audited consolidated financial statements.

Interest expense on subordinated debentures increased 51% to $21.4 million in 2006 and 47% to $14.1 million in 2005 from $9.6 million in 2004. These increases were primarily due to the issuance of additional subordinated debentures of $41.2 million, $56.7 million and $59.3 million during 2006, 2005 and 2004, respectively. The increases were also due to increases in the weighted average interest rates on the outstanding subordinated debentures which were 8.35%, 7.38% and 7.01% for 2006, 2005 and 2004, respectively. The weighted average interest rates have increased because substantially all of the subordinated debentures issued during 2004—2006 have a floating rate of interest based upon the three month London Interbank Offered Rate plus an applicable margin. See Financial Condition—Liabilities.

Interest expense on amounts due under repurchase agreements increased 192% to $32.9 million in 2006 and 258% to $11.3 million in 2005 from $3.1 million in 2004. The increases were principally due to increases in the borrowings outstanding which averaged $628.0 million, $318.8 million and $196.3 million during 2006, 2005 and 2004, respectively and increases in the weighted average interest rates on amounts borrowed which were 5.24%, 3.54% and 1.60% for 2006, 2005 and 2004, respectively.

Amortization of deferred policy acquisition costs increased 39% to $94.9 million in 2006 and 1% to $68.1 million in 2005 from $67.9 million in 2004. In general, amortization has been increasing each period due to the growth in our annuity business. The comparisons between periods are also affected by amortization associated with net realized gains (losses) on investments and amortization associated with the application of SFAS 133 to our index annuity business. The gross profit adjustments from realized gains (losses) on investments increased amortization by $0.5 million in 2006, decreased amortization by $2.7 million in 2005 and had no impact in 2004. As discussed above, the application of SFAS 133 to our index annuity business creates differences in the recognition of revenues and expenses from derivative instruments including the embedded derivative liabilities in our index annuity contracts. The gross profit adjustments resulting from the application of SFAS 133 to our index annuity business decreased amortization by $6.7 million in 2006 and $9.1 million in 2005 and increased amortization by $5.0 million in 2004.

Other operating costs and expenses increased 13% to $40.4 million in 2006 and 10% to $35.9 million in 2005 from $32.5 million in 2004. The increase in 2006 was principally attributable to an increase of $2.5 million in risk charges related to our reinsurance agreements with Hannover Life Reassurance

Page 39 of 54




Company of America and an increase of $1.9 million in salaries and related cost of employment due to growth in our annuity business, offset by a decrease of $1.7 million in legal fees. The increase in 2005 was principally attributable to an increase of $2.9 million in salaries and related costs of employment due to the growth in our annuity business and an increase of $1.8 million in legal fees. These increases were offset in part by a decrease of $1.2 million in insurance taxes and guaranty fund assessments.

Income tax expense increased 63% to $41.4 million in 2006 and decreased 37% to $25.4 million in 2005 from $40.6 million in 2004. As discussed above and in note 1 to our audited consolidated financial statements, income tax expense for 2004 included $16.3 million for the change in the Service Company’s federal income tax status. Excluding the impact of this item, income tax expense would have increased in 2005 and the increases in income tax expense for 2006 and 2005 were principally due to increases in income before income taxes. Excluding the impact of the change in the Service Company’s federal income tax status in 2004, our effective income tax rates for 2006, 2005 and 2004 were 35.4%, 35.8% and 35.1%, respectively. See note 6 to our audited consolidated financial statements.

Financial Condition

Investments

Our investment strategy is to maintain a predominantly investment grade fixed income portfolio, provide adequate liquidity to meet our cash obligations to policyholders and others and maximize current income and total investment return through active investment management. Consistent with this strategy, our investments principally consist of fixed maturity securities and short-term investments.

Insurance statutes regulate the type of investments that our life subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations and our business and investment strategy, we generally seek to invest in United States government agency securities and corporate securities rated investment grade by established nationally recognized rating organizations or in securities of comparable investment quality, if not rated.

We have classified a portion of our fixed maturity investments as available for sale. Available for sale securities are reported at fair value and unrealized gains and losses, if any, on these securities (net of income taxes and certain adjustments for changes in amortization of deferred policy acquisition costs and deferred sales inducements) are included directly in a separate component of stockholders’ equity, thereby exposing stockholders’ equity to volatility due to changes in market interest rates and the accompanying changes in the reported value of securities classified as available-for-sale, with stockholders’ equity increasing as interest rates decline and, conversely, decreasing as interest rates rise.

Investments increased to $11.4 billion at December 31, 2006 compared to $10.5 billion at December 31, 2005 as a result of the growth in our annuity business discussed above. At December 31, 2006, the fair value of our available for sale fixed maturity and equity securities was $120.6 million less than the amortized cost of those investments, compared to $88.7 million at December 31, 2005. At December 31, 2006, the amortized cost of our fixed maturity securities held for investment exceeded the fair value by $256.9 million, compared to $112.8 million at December 31, 2005. The increases in net unrealized investment losses at December 31, 2006 compared to December 31, 2005 was principally related to an increase in market interest rates and an increase in invested assets.

Page 40 of 54




The composition of our investment portfolio is summarized in the table below (dollars in thousands):

 

 

December 31,

 

 

 

2006

 

2005

 

 

 

Carrying
Amount

 


Percent

 

Carrying
Amount

 


Percent

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

United States Government full faith and credit

 

$

2,746

 

 

 

 

$

2,774

 

 

 

 

United States Government sponsored agencies

 

7,966,485

 

 

70.0

%

 

7,445,474

 

 

71.0

%

 

Public utilities

 

137,461

 

 

1.2

%

 

133,346

 

 

1.3

%

 

Corporate securities

 

643,850

 

 

5.6

%

 

674,230

 

 

6.4

%

 

Redeemable preferred stocks

 

135,933

 

 

1.2

%

 

46,896

 

 

0.4

%

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Government

 

67,883

 

 

0.6

%

 

220,379

 

 

2.1

%

 

Non-Government

 

350,817

 

 

3.1

%

 

377,011

 

 

3.6

%

 

Total fixed maturity securities

 

9,305,175

 

 

81.7

%

 

8,900,110

 

 

84.8

%

 

Equity securities

 

45,512

 

 

0.4

%

 

84,846

 

 

0.8

%

 

Mortgage loans on real estate

 

1,652,757

 

 

14.5

%

 

1,321,637

 

 

12.6

%

 

Derivative instruments

 

381,601

 

 

3.4

%

 

185,391

 

 

1.8

%

 

Policy loans

 

419

 

 

 

 

362

 

 

 

 

 

 

$

11,385,464

 

 

100.0

%

 

$

10,492,346

 

 

100.0

%

 

 

The table below presents our total fixed maturity securities by NAIC designation and the equivalent ratings of a nationally recognized securities rating organization (dollars in thousands).

 

 

 

 

December 31,

 

 

 

 

 

2006

 

2005

 

NAIC

 

Rating Agency

 

Carrying
Amount

 

Percent

 

Carrying
Amount

 

Percent

 

 

1

 

 

Aaa/Aa/A

 

$

8,643,440

 

 

92.9

%

 

$

8,368,330

 

 

94.0

%

 

 

2

 

 

Baa

 

556,218

 

 

6.0

%

 

416,614

 

 

4.7

%

 

 

3

 

 

Ba

 

88,896

 

 

0.9

%

 

93,335

 

 

1.0

%

 

 

4

 

 

B  

 

12,022

 

 

0.1

%

 

3,396

 

 

0.1

%

 

 

5

 

 

Caa and lower

 

 

 

 

 

11,719

 

 

0.1

%

 

 

6

 

 

In or near default

 

4,599

 

 

0.1

%

 

6,716

 

 

0.1

%

 

 

 

 

 

 

 

$

9,305,175

 

 

100.0

%

 

$

8,900,110

 

 

100.0

%

 

 

Page 41 of 54




At December 31, 2006 and 2005, we held $1.7 billion and $1.3 billion, respectively, of mortgage loans with commitments outstanding of $30.9 million at December 31, 2006. The portfolio consists of commercial mortgage loans diversified as to property type, location, and loan size. The loans are collateralized by the related properties. Our mortgage lending policies establish limits on the amount that can be loaned to one borrower and require diversification by geographic location and collateral type. As of December 31, 2006, there were no delinquencies or defaults in our mortgage loan portfolio. The commercial mortgage loan portfolio is diversified by geographic region and specific collateral property type as follows (dollars in thousands):

 

 

December 31,

 

 

 

2006

 

2005

 

 

 

Carrying
Amount

 

Percent

 

Carrying
Amount

 

Percent

 

Geographic distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

East

 

$

364,977

 

 

22.1

%

 

$

283,085

 

 

21.4

%

 

Middle Atlantic

 

115,930

 

 

7.0

%

 

93,579

 

 

7.1

%

 

Mountain

 

267,808

 

 

16.2

%

 

198,476

 

 

15.0

%

 

New England

 

43,228

 

 

2.6

%

 

47,839

 

 

3.6

%

 

Pacific

 

132,085

 

 

8.0

%

 

117,977

 

 

8.9

%

 

South Atlantic

 

299,373

 

 

18.1

%

 

213,423

 

 

16.1

%

 

West North Central

 

290,592

 

 

17.6

%

 

258,181

 

 

19.6

%

 

West South Central

 

138,764

 

 

8.4

%

 

109,077

 

 

8.3

%

 

 

 

$

1,652,757

 

 

100.0

%

 

$

1,321,637

 

 

100.0

%

 

Property type distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

$

508,093

 

 

30.7

%

 

$

384,606

 

 

29.1

%

 

Medical Office

 

78,147

 

 

4.7

%

 

75,716

 

 

5.7

%

 

Retail

 

389,534

 

 

23.6

%

 

285,715

 

 

21.6

%

 

Industrial/Warehouse

 

381,248

 

 

23.1

%

 

346,461

 

 

26.2

%

 

Hotel

 

71,510

 

 

4.3

%

 

52,274

 

 

4.0

%

 

Apartments

 

91,190

 

 

5.5

%

 

68,795

 

 

5.2

%

 

Mixed use/other

 

133,035

 

 

8.1

%

 

108,070

 

 

8.2

%

 

 

 

$

1,652,757

 

 

100.0

%

 

$

1,321,637

 

 

100.0

%

 

 

We have derivative instruments carried at fair market value of $381.5 million at December 31, 2006 and $185.4 million at December 31, 2005. These derivative instruments consist primarily of call options purchased to provide the income needed to fund the annual index credits on our index products. See Critical Accounting Policies—Derivative Instruments.

Liabilities

Our liability for policy benefit reserves increased to $13.2 billion at December 31, 2006 compared to $12.2 billion at December 31, 2005, primarily due to additional annuity sales as discussed above. Substantially all of our annuity products have a surrender charge feature designed to reduce the risk of early withdrawal or surrender of the policies and to compensate us for our costs if policies are withdrawn early. Notwithstanding these policy features, the withdrawal rates of policyholder funds may be affected by changes in interest rates and other factors.

As part of our investment strategy, we enter into securities repurchase agreements (short-term collateralized borrowings). The amounts outstanding under repurchase agreements at December 31, 2006 and 2005 were $386.0 million and $396.7 million, respectively. These borrowings are collateralized by investment securities with fair values approximately equal to the amount due. We earn investment income on the securities purchased with these borrowings at a rate in excess of the cost of these borrowings. Such

Page 42 of 54




borrowings averaged $628.0 million, $318.8 million and $196.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. The weighted average interest rate on amounts due under repurchase agreements was 5.24%, 3.54% and 1.60% for the years ended December 31, 2006, 2005 and 2004, respectively.

In December 2004, we issued $260.0 million of contingent convertible senior notes due December 6, 2024. The notes are unsecured and bear interest at a fixed rate of 5.25% per annum. Interest is payable semi-annually in arrears on June 6 and December 6 of each year, beginning June 6, 2005. In addition to regular interest on the notes, beginning with the six-month interest period ending June 6, 2012, we will also pay contingent interest under certain conditions at a rate of 0.5% per annum based on the average trading price of the notes during a specified period.

The notes are convertible at the holders’ option prior to the maturity date into cash and shares of our common stock under certain conditions. The conversion price per share is $14.47 which represents a conversion rate of 69.1 shares of our common stock per $1,000 in principal amount of notes. Upon conversion, we will deliver to the holder cash equal to the aggregate principal amount of the notes to be converted and will deliver shares of our common stock for the amount by which the conversion value exceeds the aggregate principal amount of the notes to be converted (commonly referred to as “net share settlement”). See note 7 to the consolidated financial statements for additional details concerning the conversion features of the notes and the dilutive effect of the notes in our diluted earnings per share calculation.

We may redeem the notes at any time on or after December 15, 2011. The holders of the notes may require us to repurchase their notes on December 15, 2011, 2014, and 2019 and for a certain period of time following a change in control. The redemption price or the repurchase price shall be payable in cash and equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including contingent interest and liquidated damages, if any) up to but not including the date of redemption or repurchase.

The notes are senior unsecured obligations and rank equally in the right of payment with all existing and future senior indebtedness and senior to any existing and future subordinated indebtedness. The notes effectively rank junior in the right of payment to any existing and future secured indebtedness to the extent of the value of the assets securing such secured indebtedness. The notes are structurally subordinated to all liabilities of our subsidiaries.

Our subsidiary trusts have issued fixed rate and floating rate trust preferred securities and the trusts have used the proceeds from these offerings to purchase subordinated debentures from us. We also issued subordinated debentures to the trusts in exchange for all of the common securities of each trust. The sole assets of the trusts are the subordinated debentures and any interest accrued thereon. The terms of the preferred securities issued by each trust parallel the terms of the subordinated debentures. Our obligations under the subordinated debentures and related agreements provide a full and unconditional guarantee of payments due under the trust preferred securities. In accordance with FIN 46, we do not consolidate our subsidiary trusts and record our subordinated debt obligations to the trusts and our equity investments in the trusts. See note 9 to our audited consolidated financial statements for additional information concerning our subordinated debentures payable to and the preferred securities issued by the subsidiary trusts.

Page 43 of 54




Following is a summary of subordinated debt obligations to the trusts at December 31, 2006 and 2005:

 

 

December 31,

 

Interest

 

 

 

 

 

2006

 

2005

 

Rate

 

Due Date

 

 

 

(Dollars in thousands)

 

 

 

 

 

American Equity Capital Trust I

 

$

23,483

 

$

23,903

 

8%

 

September 30, 2029

 

American Equity Capital Trust II

 

75,396

 

78,383

 

5%

 

June 1, 2047

 

American Equity Capital Trust III

 

27,840

 

27,840

 

*LIBOR + 3.90%

 

April 29, 2034

 

American Equity Capital Trust IV

 

12,372

 

12,372

 

*LIBOR + 4.00%

 

January 8, 2034

 

American Equity Capital Trust VII

 

10,830

 

10,830

 

*LIBOR + 3.75%

 

December 14, 2034

 

American Equity Capital Trust VIII

 

20,620

 

20,620

 

*LIBOR + 3.75%

 

December 15, 2034

 

American Equity Capital Trust IX

 

15,470

 

15,470

 

*LIBOR + 3.65%

 

June 15, 2035

 

American Equity Capital Trust X

 

20,620

 

20,620

 

*LIBOR + 3.65%

 

September 15, 2035

 

American Equity Capital Trust XI

 

20,620

 

20,620

 

8.595%

 

December 15, 2035

 

American Equity Capital Trust XII

 

41,238

 

 

*LIBOR + 3.50%

 

April 7, 2036

 

 

 

$

268,489

 

$

230,658

 

 

 

 

 


*                    three month London Interbank Offered Rate

The interest rate for Trust XI is fixed at 8.595% for 5 years and then is floating based upon the three month London Interbank Offered Rate plus 3.65%.

During the fourth quarter of 2006, we entered into four interest rate swaps to manage interest rate risk associated with the floating rate component on certain of our subordinated debentures. The terms of the interest rate swaps provide that we pay a fixed rate of interest and receive a floating rate of interest on a notional amount totaling $80.0 million. The interest rate swaps are not effective hedges under SFAS 133. Therefore, we record the interest rate swaps at fair value with the changes in fair value and any net cash payments received or paid included in the change in fair value of derivatives in our consolidated statements of income.

Details regarding the interest rate swaps at December 31, 2006 are as follows (dollars in thousands):

Maturity Date

 

Notional
Amount

 

Receive
Rate

 

Pay
Rate

 

Carrying and
Fair Value

 

April 29, 2009

 

$

20,000

 

LIBOR<