AMERICAN EQUITY INVESTMENT LIFE HOLDING CO - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations - Insurance News | InsuranceNewsNet

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August 9, 2022 Newswires
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AMERICAN EQUITY INVESTMENT LIFE HOLDING CO – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses
Management's discussion and analysis reviews our unaudited consolidated
financial position at June 30, 2022, and the unaudited consolidated results of
operations for the three and six month periods ended June 30, 2022 and 2021, and
where appropriate, factors that may affect future financial performance. This
analysis should be read in conjunction with our unaudited consolidated financial
statements and notes thereto appearing elsewhere in this Form 10-Q, and the
audited consolidated financial statements, notes thereto and selected
consolidated financial data appearing in our Annual Report on Form 10-K for the
year ended December 31, 2021. Interim operating results for the three and six
months ended June 30, 2022 are not necessarily indicative of the results
expected for the entire year. Preparation of financial statements requires use
of management estimates and assumptions.

Cautionary Statement Regarding Forward-Looking Information


All statements, trend analysis and other information contained in this report
and elsewhere (such as in filings by us with the SEC, press releases,
presentations by us or management or oral statements) may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended. Forward-looking statements give
expectations or forecasts of future events and do not relate strictly to
historical or current facts. They may relate to markets for our products, trends
in our operations or financial results, strategic alternatives, future
operations, strategies, plans, partnerships, investments, share buybacks and
other financial developments. They use words and terms such as anticipate,
assume, believe, can, continue, could, enable, estimate, expect, foreseeable,
goal, improve, intend, likely, may, model, objective, opportunity, outlook,
plan, potential, project, risk seek, should, strategy, sustainable, target,
will, would, and other words and terms of similar meaning or that are otherwise
tied to future periods or future performance, in each case in all forms of
speech and derivative forms, or similar words, as well as any projections of
future events or results. Forward-looking statements, by their nature, are
subject to a variety of assumptions, risks, and uncertainties that could cause
actual results to differ materially from the results projected. Many of these
risks and uncertainties cannot be controlled by the Company. Factors that may
cause our actual decisions or results to differ materially from those
contemplated by these forward-looking statements include, among other things:

•  results differing from assumptions, estimates, and models.
•  interest rate condition changes.
•  investment losses or failures to grow as quickly as expected due to market,
credit, liquidity, concentration, default, and other risks.
•  option costs increases.
•  counterparty credit risks.
•  third parties service-provider failures to perform or to comply with legal or
regulatory requirements.
•  poor attraction and retention of customers or distributors due to
competitors' greater resources, broader array of products, and higher ratings.
•  information technology and communication systems failures or security
breaches.
•  credit or financial strength downgrades.
•  inability to raise additional capital to support our business and sustain our
growth on favorable terms.
•  U.S. and global capital market and economic deterioration due to major public
health issues, including the COVID-19 pandemic, political or social
developments, or otherwise.
•  failure to authorize and pay dividends on our preferred stock.
•  subsidiaries' inability to pay dividends or make other payments to us.
•  failure at reinsurance, investment management, or third-party capital
arrangements.
•  failure to prevent excessive risk-taking.
•  failure of policies and procedures to protect from operational risks.
•  increased litigation, regulatory examinations, and tax audits.
•  changes to laws, regulations, accounting, and benchmarking standards.
•  takeover or combination delays or deterrence by laws, corporate governance
documents, or change-in-control agreements.
•  effects of climate changes, or responses to it.
•  failure of efforts to meet environmental, social, and governance standards
and to enhance sustainability.

For a detailed discussion of these and other factors that might affect our
performance, see Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2021 and any disclosure in Item 1A of our Quarterly Reports on Form
10-Q. Forward-looking statements speak only as of the date the statement was
made and the Company undertakes no obligation to update such forward-looking
statements. There can be no assurance that other factors not currently disclosed
or anticipated by the Company will not materially adversely affect our results
of operations or plans. Investors are cautioned not to place undue reliance on
any forward-looking statements made by us or on our behalf.

Our Business and Profitability


We specialize in the sale of individual annuities (primarily fixed and fixed
index deferred annuities) through independent marketing organizations ("IMOs"),
agents, banks and broker-dealers. Fixed and fixed index annuities are an
important product for Americans looking to fund their retirement needs as
annuities have the ability to provide retirees a paycheck for life.

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Under U.S. 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 assessed
against policy withdrawals and fees deducted from policyholder account balances
for lifetime income benefit riders, net realized gains (losses) on investments
and changes in fair value of derivatives. Components of expenses for products
accounted for as deposit liabilities are interest sensitive and index product
benefits (primarily interest credited to account balances and changes in the
liability for lifetime income benefit riders), changes in fair value of embedded
derivatives, amortization of deferred sales inducements and deferred policy
acquisition costs, other operating costs and expenses and income taxes.

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 and defaults or credit losses,
•our ability to appropriately price for lifetime income benefit riders offered
on certain of our fixed rate and fixed index annuity policies,
•our ability to manage interest rates credited to policyholders and costs of the
options purchased to fund the annual index credits on our fixed index annuities,
•our ability to manage the costs of acquiring new business (principally
commissions paid to agents and distribution partners and bonuses credited to
policyholders),
•our ability to manage our operating expenses, and
•income taxes.

While the business looks considerably different today than it did when it was
started back in 1995, the themes have been consistent. We offer our customers
simple fixed and fixed index annuity products, which we primarily sell through
independent insurance agents in the IMO distribution channel. We have
consistently been a leader in the IMO market. We benefit from two secular
trends: the demographic trends of people retiring or getting close to retirement
who want to accumulate wealth through index based investing while protecting
their principal and the need of retirees and pre-retirees to have a way to
deaccumulate their wealth into income for life. A traditional brokerage based
equity bond portfolio can't really meet these unique needs, but a fixed index
annuity can as part of a holistic financial plan. Finally, there is a scarcity
value to what we do: that is originating billions of dollars of annuity funding
each year at scale from the IMO channel, which is generally longer term funding
than that achieved through sales in the bank and broker dealer channel.

In the past decade, the fixed and fixed index annuity market has seen many new
entrants and as a result has become more competitive. Adding to that, low
interest rates have made it more difficult for traditional, core investment
grade fixed income asset allocations to support return expectations on annuity
liabilities.

With these changes in the macro environment, we began to implement an updated
strategy, referred to as AEL 2.0, after having undertaken a thorough review of
our business in 2020. AEL 2.0 is designed to capitalize on the scarcity value of
our annuity origination and couple it with an "open architecture" investment
management platform for investing the annuity assets. Our approach to investment
management is to partner with best in class investment management firms across a
wide array of asset classes and capture part of the asset management value chain
economics for our shareholders. This will enable us to operate at the
intersection of both asset management and insurance. Our updated strategy
focuses on four key pillars: Go-to-Market, Investment Management, Capital
Structure and Foundational Capabilities.

During the first six months of 2022, we continued to make significant progress
in the execution of the AEL 2.0 strategy. Key areas of progress include the
following:


•We continued to increase our allocation of investments to private assets. As of
June 20, 2022, approximately $9.1 billion or 16.6% of our investment portfolio
consisted of private assets.

•We executed an agreement with North End Re (Cayman) SPC ("North End Re"), a
wholly owned subsidiary of Brookfield Reinsurance to expand our income products
that will fund the additional $6 billion in capacity that exists under the
reinsurance treaty signed with North End Re in 2021.

•We repurchased 9.4 million shares of Company common stock at an average price
of $39.20.


•We established a new five-year credit agreement for $300 million in unsecured
delayed draw term loan commitments. This agreement is part of our plans for
access to liquidity for general corporate purposes as we continue to implement
AEL 2.0. In July 2022, we borrowed $300 million under the unsecured delayed draw
term loan and are using the proceeds for general corporate purposes.

In the next few years, we expect to migrate to a capital efficient business
model with increased fee-like earnings. We will scale our investments into
higher returning private assets, grow reinsured liabilities to side-cars to grow
return on asset earnings, and write new business that converts us from the
traditional spread based return on equity model to a "fee like" return on assets
model through reinsurance.

During the first quarter of 2022, an additional 6,775,000 shares were issued to
Brookfield at $37.33 per share, the Company's adjusted book value as of
September 30, 2021. The additional issuance increased Brookfield's total
combined ownership to approximately 16% of the Company's common stock.

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On October 18, 2020, the Company's Board of Directors approved a $500 million
share repurchase program. On November 19, 2021, the Company's Board of Directors
authorized the repurchase of an additional $500 million of Company common stock.
The purpose of the share repurchase program is to both offset dilution from the
issuance of shares to Brookfield and to institute a regular capital return
program for shareholders. From the 2020 inception of the share repurchase
program through June 30, 2022, we have repurchased approximately 18.5 million
shares of our common stock at an average price of $34.20 per common share.

Earnings from products accounted for as deposit liabilities are primarily
generated from the excess of net investment income earned over the interest
credited or the cost of providing index credits to the policyholder, or the
"investment spread." Our investment spread is summarized as follows:

                                                       Three Months Ended                                Six Months Ended
                                                             June 30,                                         June 30,
                                                2022                         2021                  2022                     2021
Average yield on invested assets               4.33%                        3.51%                  4.24%                    3.54%
Aggregate cost of money                        1.69%                        1.56%                  1.66%                    1.57%
Aggregate investment spread                    2.64%                        1.95%                  2.58%                    1.97%

Impact of:
Investment yield - additional prepayment
income                                         0.05%                        0.10%                  0.04%                    0.11%
Cost of money benefit from over hedging        0.02%                        0.04%                  0.02%                    0.03%


The cost of money for fixed index annuities and average crediting rates for
fixed rate annuities 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 included in Management's Discussion and Analysis in our Annual
Report on Form 10-K for the year ended December 31, 2021. With respect to our
fixed index annuities, the cost of money includes the average crediting rate on
amounts allocated to the fixed rate strategy and expenses we incur to fund the
annual index credits. Proceeds received upon expiration 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 - Policy Liabilities for Fixed Index Annuities and Financial Condition
- Derivative Instruments included in Management's Discussion and Analysis in our
Annual Report on Form 10-K for the year ended December 31, 2021.

Average yields on invested assets increased primarily as a result of strong
returns on partnerships and other mark to market assets, lower average cash
balances and the ramp in private assets partly offset by lower prepayment
income. See Net investment income. The aggregate cost of money increased
primarily due to increases in options costs as compared to prior periods. We
have the flexibility to reduce our crediting rates if necessary and could
decrease our cost of money by approximately 69 basis points if we reduce current
rates to guaranteed minimums.

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Results of Operations for the Three and Six Months Ended June 30, 2022 and 2021

Annuity deposits by product type collected during the three and six months ended
June 30, 2022 and 2021, were as follows:

                                                   Three Months Ended                        Six Months Ended
                                                         June 30,                                 June 30,
                                                2022                2021                 2022                 2021
                                                                      (Dollars in thousands)
American Equity Investment Life Insurance
Company:
Fixed index annuities                       $ 671,696          $   702,605          $ 1,427,676          $ 1,219,600
Annual reset fixed rate annuities               1,140                1,656                2,202                3,823
Multi-year fixed rate annuities                   485               47,674                2,830              834,866
Single premium immediate annuities              3,073               15,430               16,526               29,389
                                              676,394              767,365            1,449,234            2,087,678
Eagle Life Insurance Company:
Fixed index annuities                         104,374              184,520              231,128              333,356
Annual reset fixed rate annuities                   -                  175                    7                  337
Multi-year fixed rate annuities                   123              228,197                2,463            1,193,622
                                              104,497              412,892              233,598            1,527,315
Consolidated:
Fixed index annuities                         776,070              887,125            1,658,804            1,552,956
Annual reset fixed rate annuities               1,140                1,831                2,209                4,160
Multi-year fixed rate annuities                   608              275,871                5,293            2,028,488
Single premium immediate annuities              3,073               15,430               16,526               29,389
Total before coinsurance ceded                780,891            1,180,257            1,682,832            3,614,993
Coinsurance ceded                             215,452                3,702              429,015                6,750
Net after coinsurance ceded                 $ 565,439          $ 1,176,555  

$ 1,253,817 $ 3,608,243



Annuity deposits before and after coinsurance ceded decreased 34% and 52%,
respectively, during the second quarter of 2022 compared to the same period in
2021 and decreased 53% and 65%, respectively, during the six months ended
June 30, 2022 compared to the same period in 2021. The decreases in sales for
the three and six months ended June 30, 2022 compared to the same periods in
2021 were primarily driven by a reduction in sales of multi-year fixed rate
annuity products at both American Equity Life and Eagle Life, which is in line
with our 2022 sales strategy of focusing on sales of fixed index annuities. The
decreases in sales of fixed index annuities for the three and six months ended
June 30, 2022 compared to the same periods in 2021 was driven by our choice to
maintain operational discipline over chasing the market as interest rates
fluctuated.

Effective July 1, 2021, we ceded 100% of an in-force block of fixed index
annuities and began ceding 75% of certain fixed index annuities issued after
July 1, 2021 to North End Re which caused the increase in coinsurance ceded
premiums for the three and six months ended June 30, 2022 compared to the same
periods in 2021.

Net income (loss) available to common stockholders increased to $349.7 million
in the second quarter of 2022 and increased to $905.0 million for the six months
ended June 30, 2022 compared to $(65.6) million and $206.2 million for the same
periods in 2021.

The increases in net income (loss) available to common stockholders for the
three and six months ended June 30, 2022 were driven primarily by increases in
net investment income, decreases in the change in fair value of embedded
derivatives and decreases in interest sensitive and index product benefits.
These changes were offset by decreases in the change in fair value of
derivatives and increases in amortization of deferred sales inducements and
deferred policy acquisition costs.


Net income available to common stockholders for the three and six months ended
June 30, 2022 was positively impacted by an increase in the aggregate investment
spread as previously noted. Net income, in general, is impacted by the volume of
business in force and the investment spread earned on this business. The average
amount of annuity account balances outstanding (net of annuity liabilities ceded
under coinsurance agreements) decreased 5.9% to $52.9 billion for the second
quarter of 2022 and 4.7% to $53.0 billion for the six months ended June 30, 2022
compared to $56.2 billion and $55.6 billion for the same periods in 2021. Our
investment spread measured in dollars was $362.5 million for the second quarter
of 2022 and $708.9 million for the six months ended June 30, 2022 compared to
$277.2 million and $552.8 million for the same periods in 2021. Investment
income for the three and six months ended June 30, 2022 was positively impacted
by strong returns on partnerships and other mark to market assets, lower cash
balances and an increase in private assets. Our investment spread had been
negatively impacted by the extended low interest rate environment and by holding
higher levels of cash and cash equivalents (see Net investment income). The
higher levels of cash and cash equivalent holdings decreased in the fourth
quarter of 2021 and the first quarter of 2022 with the execution of the
reinsurance treaty with North End Re and the investment of cash balances above
our target levels.

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Net income (loss) was also impacted by the change in fair value of derivatives
and embedded derivatives, which fluctuates from period to period based upon
changes in fair values of call options purchased to fund the annual index
credits for fixed index annuities and changes in interest rates used to discount
the embedded derivative liability. Net income (loss) for the three and six
months ended June 30, 2022 was positively impacted by decreases in expected
index credits on the next policy anniversary dates resulting from decreases in
the fair value of the call options acquired to fund these index credits and net
increases in the discount rates used to estimate the fair value of our embedded
derivative liabilities, the impacts of which were partially offset by decreases
in the change in fair value of derivatives and increases in amortization of
deferred policy acquisition costs and deferred sales inducements related to
changes in fair value of derivatives and embedded derivatives. Net income (loss)
for the three and six months ended June 30, 2021 was negatively impacted by net
decreases in the discount rates used to estimate the fair value of our embedded
derivative liabilities, the impact of which was partially offset by decreases in
amortization of deferred policy acquisition costs and deferred sales inducements
related to the change in fair value of derivatives and embedded derivatives. See
Change in fair value of derivatives, Change in fair value of embedded
derivatives, Amortization of deferred sales inducements and Amortization of
deferred policy acquisition costs.

Non-GAAP operating income available to common stockholders, a non-GAAP financial
measure, decreased to $91.1 million in the second quarter of 2022 and increased
to $181.0 million for the six months ended June 30, 2022 compared to $93.8
million and $135.2 million for the same periods in 2021.

In addition to net income (loss) available to common stockholders, we have
consistently utilized non-GAAP operating income available to common
stockholders, a non-GAAP financial measure commonly used in the life insurance
industry, as an economic measure to evaluate our financial performance. Non-GAAP
operating income available to common stockholders equals net income (loss)
available to common stockholders adjusted to eliminate the impact of items that
fluctuate from quarter to quarter in a manner unrelated to core operations, and
we believe measures excluding their impact are useful in analyzing operating
trends. The most significant adjustments to arrive at non-GAAP operating income
available to common stockholders eliminate the impact of fair value accounting
for our fixed index annuity business and are not economic in nature but rather
impact the timing of reported results. We believe the combined presentation and
evaluation of non-GAAP operating income available to common stockholders
together with net income (loss) available to common stockholders provides
information that may enhance an investor's understanding of our underlying
results and profitability.

Non-GAAP operating income available to common stockholders is not a substitute
for net income (loss) available to common stockholders determined in accordance
with GAAP. The adjustments made to derive non-GAAP operating income available to
common stockholders are important to understand our overall results from
operations and, if evaluated without proper context, non-GAAP operating income
available to common stockholders possesses material limitations. As an example,
we could produce a low level of net income available to common stockholders or a
net loss available to common stockholders in a given period, despite strong
operating performance, if in that period we experience significant net realized
losses from our investment portfolio. We could also produce a high level of net
income available to common stockholders in a given period, despite poor
operating performance, if in that period we generate significant net realized
gains from our investment portfolio. As an example of another limitation of
non-GAAP operating income available to common stockholders, it does not include
the decrease in cash flows expected to be collected as a result of credit losses
on financial assets. Therefore, our management reviews net realized investment
gains (losses) and analyses of our net investment income, including impacts
related to credit losses, in connection with their review of our investment
portfolio. In addition, our management examines net income (loss) available to
common stockholders as part of their review of our overall financial results.

The adjustments made to net income (loss) available to common stockholders to
arrive at non-GAAP operating income available to common stockholders for the
three and six months ended June 30, 2022 and 2021 are set forth in the table
that follows:

                                                   Three Months Ended                      Six Months Ended
                                                         June 30,                               June 30,
                                                 2022                2021               2022               2021
                                                                     (Dollars in thousands)
Reconciliation from net income (loss)
available to common stockholders to non-GAAP
operating income available to common
stockholders:
Net income (loss) available to American
Equity Investment Life Holding Company
common stockholders                          $  349,661          $ (65,613)         $ 904,965          $ 206,152
Adjustments to arrive at non-GAAP operating
income available to common stockholders:
Net realized losses on financial assets,
including credit losses                          31,572              2,912             41,857              6,428
Change in fair value of derivatives and
embedded derivatives                           (367,145)           200,767           (970,499)           (96,867)

Income taxes                                     77,056            (44,278)           204,717             19,516
Non-GAAP operating income available to
common stockholders                          $   91,144          $  93,788  

$ 181,040 $ 135,229



The amounts disclosed in the reconciliation above are presented net of related
adjustments to amortization of deferred sales inducements and deferred policy
acquisition costs and accretion of lifetime income benefit rider reserves where
applicable.

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The decrease in non-GAAP operating income available to common stockholders for
the three months ended June 30, 2022 compared to the same period in 2021 was
primarily attributable to a greater increase in the liability for future
benefits to be paid for lifetime income benefit riders and increases in
amortization of deferred sales inducements and deferred policy acquisition costs
partially offset by an increase in aggregate investment spread as previously
noted. The increase in non-GAAP operating income available to common
stockholders for the six months ended June 30, 2022 compared to the same period
in 2021 was primarily attributable to an increase in aggregate investment spread
partially offset by a greater increase in the liability for future benefits to
be paid for lifetime income benefit riders and increases in amortization of
deferred sales inducements and deferred policy acquisition costs. See Net
investment income, Interest sensitive and index product benefits, Amortization
of deferred sales inducements and Amortization of deferred policy acquisition
costs.

Annuity product charges (surrender charges assessed against policy withdrawals
and fees deducted from policyholder account balances for lifetime income benefit
riders) decreased 13% to $55.5 million in the second quarter of 2022 and 13% to
$107.9 million for the six months ended June 30, 2022 compared to $63.8 million
and $123.8 million for the same periods in 2021. The components of annuity
product charges are set forth in the table that follows:

                                                  Three Months Ended                         Six Months Ended
                                                        June 30,                                  June 30,
                                               2022                 2021                 2022                 2021
                                                                      (Dollars in thousands)
Surrender charges                         $    15,345          $    18,057          $    30,886          $     37,538
Lifetime income benefit riders (LIBR)
fees                                           40,169               45,702               76,983                86,303
                                          $    55,514          $    63,759          $   107,869          $    123,841

Withdrawals from annuity policies subject
to surrender charges                      $   190,117          $   300,831          $   457,453          $    561,489
Average surrender charge collected on
withdrawals subject to surrender charges          8.1  %               6.0  %               6.8  %                6.7  %

Fund values on policies subject to LIBR
fees                                      $ 5,200,583          $ 6,019,984          $ 9,757,799          $ 11,324,365
Weighted average per policy LIBR fee             0.77  %              0.76  %              0.79  %               0.76  %


The decreases in annuity product charges for the three and six month periods
ended June 30, 2022 compared to the same periods in 2021 were attributable to
decreases in withdrawals from annuity policies subject to surrender charges and
decreases in fees assessed for lifetime income benefit riders due to a smaller
volume of business in force subject to the fee. The smaller volume of business
subject to the fee is primarily due to the execution of the North End Re
reinsurance treaty which was effective on July 1, 2021. See Interest sensitive
and index product benefits below for corresponding expense recognized on
lifetime income benefit riders.

Net investment income increased 19% to $592.3 million in the second quarter of
2022 and 16% to $1,159.7 million for the six months ended June 30, 2022 compared
to $499.3 million and $996.5 million for the same periods in 2021. The increases
were principally attributable to increases in the average yield earned on
average invested assets during the three and six months ended June 30, 2022
compared to the same periods in 2021. Average invested assets excluding
derivative instruments (on an amortized cost basis) decreased 4% to $54.8
billion for the second quarter of 2022 and 3% to $54.7 billion for the six
months ended June 30, 2022 compared to $57.0 billion and $56.4 billion for the
same periods in 2021.

The average yield earned on average invested assets was 4.33% for the second
quarter of 2022 and 4.24% for the six months ended June 30, 2022 compared to
3.51% and 3.54% for the same periods in 2021. The increases in yield earned on
average invested assets for the three and six months ended June 30, 2022
compared to the same periods in 2021 were primarily due to strong returns on
partnerships and other mark to market assets, lower average cash balances and an
increase private assets partly offset by lower prepayment income. Cash and cash
equivalents holdings averaged $526 million during the three months ended
June 30, 2022, compared to $10.0 billion during the three months ended June 30,
2021. As of June 30, 2022, we held approximately $544 million of cash and cash
equivalents in our investment portfolios which is towards the low end of our
stated target portfolio allocation of 1% to 2% of our investment portfolio in
cash and cash equivalents.

The expected return on investments purchased during the three and six months
ended June 30, 2022 was 4.88% and 3.97%, net of third-party investment
management expenses, including $1.4 billion of privately sourced assets with an
expected return of 5.10% and $2.3 billion of privately sourced assets with an
expected return of 5.22% for the three and six months ended June 30, 2022,
respectively. The expected return on investments purchased during the three and
six months ended June 30, 2021 was 4.15% and 3.99%, net of third-party
investment management expenses.

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Change in fair value of derivatives primarily consists of call options purchased
to fund annual index credits on fixed index annuities. The components of change
in fair value of derivatives are as follows:

                                            Three Months Ended              Six Months Ended
                                                  June 30,                       June 30,
                                            2022           2021            2022           2021
                                                          (Dollars in thousands)
    Call options:
    Gain on option expiration           $  (46,777)     $ 533,412      $    5,010      $ 711,478
    Change in unrealized gains/losses     (454,988)       (32,619)       (985,223)       185,591
    Warrants                                  (750)            87             179            116
    Interest rate swaps                     (3,666)             -          (3,666)             -
                                        $ (506,181)     $ 500,880      $ (983,700)     $ 897,185


The differences between the change in fair value of derivatives between periods
for call options are primarily due to the performance of the indices upon which
our call options are based which impacts the level of gains on call option
expirations, the fair values of those call options and changes in the fair
values of those call options between periods. The changes in gain on option
expiration and unrealized gains/losses on call options for the three and six
months ended June 30, 2022 compared to the same periods in 2021 are due to
equity market performance for the three and six months ended June 30, 2022
compared to the same periods in 2021. A substantial portion of our call 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 (after applicable caps,
participation rates and asset fees) for options expiring during the three and
six months ended June 30, 2022 and 2021 is as follows:

                                                         Three Months Ended                                   Six Months Ended
                                                               June 30,                                            June 30,
                                                   2022                         2021                   2022                        2021
S&P 500 Index
Point-to-point strategy                         0.0% - 7.0%                 1.0% - 34.5%           0.0% - 12.5%                0.0% - 42.6%
Monthly average strategy                        0.0% - 8.0%                 1.0% - 23.7%           0.0% - 8.6%                 0.0% - 29.4%
Monthly point-to-point strategy                 0.0% - 3.0%                 0.6% - 21.7%           0.0% - 12.9%                0.0% - 21.7%
Volatility control index point-to-point
strategy                                        0.0% - 2.4%                 0.0% - 9.7%            0.0% - 7.3%                 0.0% - 9.7%
Fixed income (bond index) strategies            0.0% - 6.5%                 0.0% - 5.9%            0.0% - 6.5%                 0.0% - 10.0%


The change in fair value of derivatives is also influenced by the aggregate cost
of options purchased. The aggregate cost of options for the three and six months
ended June 30, 2022 was higher than for the same periods in 2021 as option costs
increased during the first half of 2022. The aggregate cost of options is also
influenced by the amount of policyholder funds allocated to the various indices
and market volatility which affects option pricing. See Critical Accounting
Policies - Policy Liabilities for Fixed Index Annuities included in Management's
Discussion and Analysis in our Annual Report on Form 10-K for the year ended
December 31, 2021.

Net realized gains (losses) on investments includes gains and losses on the sale
of securities and other investments and changes in allowances for credit losses
on our securities and mortgage loans on real estate. Net realized gains (losses)
on investments fluctuate from year to year primarily due to changes in the
interest rate and economic environment and the timing of the sale of
investments. See Note 3 - Investments and Note 4 - Mortgage Loans on Real Estate
to our unaudited consolidated financial statements and Financial Condition -
Credit Losses for a detailed presentation of the types of investments that
generated the gains (losses) as well as discussion of credit losses on our
securities recognized during the periods presented and Financial Condition -
Investments and Note 4 - Mortgage Loans on Real Estate to our unaudited
consolidated financial statements for discussion of credit losses recognized on
mortgage loans on real estate.

Securities sold at losses are generally due to our long-term fundamental concern
with the issuers' ability to meet their future financial obligations or to
improve our risk or duration profiles as they pertain to our asset liability
management.

Other revenue was $9.2 million and $17.8 million for the three and six months
ended June 30, 2022 and primarily consists of $3.0 million and $5.9 million
related to asset liability management fees for the three and six months ended
June 30, 2022 and $6.2 million and $11.9 million of amortization related to the
deferred gain associated with the cost of reinsurance for the three and six
months ended June 30, 2022. Both of these items are associated with the North
End Re reinsurance treaty which was effective July 1, 2021.

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Interest sensitive and index product benefits decreased 71% to $234.9 million in
the second quarter of 2022 and 53% to $607.5 million for the six months ended
June 30, 2022 compared to $813.0 million and $1,289.6 million for the same
periods in 2021. The components of interest sensitive and index product benefits
are summarized as follows:

                                                Three Months Ended                       Six Months Ended
                                                      June 30,                                June 30,
                                              2022                2021               2022                2021
                                                                   (Dollars in thousands)
Index credits on index policies           $   72,398          $ 714,291          $ 296,783          $ 1,060,028
Interest credited (including changes in
minimum guaranteed interest for fixed
index annuities)                              68,689             64,519            131,480              122,642
Lifetime income benefit riders                93,768             34,171            179,254              106,906
                                          $  234,855          $ 812,981          $ 607,517          $ 1,289,576


The decreases in index credits for the three and six months ended June 30, 2022
compared to the same periods in 2021 were due to changes in the level of
appreciation of the underlying indices (see discussion above under Change in
fair value of derivatives) and the amount of funds 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 $75.1 million and
$303.2 million for the three and six months ended June 30, 2022, compared to
$720.5 million and $1,069.6 million for the same periods in 2021. The increases
in interest credited for the three and six months ended June 30, 2022 compared
to the same periods in 2021 were due to increases in single premium deferred
annuity products that receive a fixed rate of interest partially offset by a
reduction in interest credited to funds allocated to the fixed option within our
fixed index annuities due to a decrease in the net average balance allocated to
the fixed option. The increases in benefits recognized for lifetime income
benefit riders for the three and six months ended June 30, 2022 compared to the
same periods in 2021 were primarily due to the impacts on the calculation of the
lifetime income benefit rider reserve of actual results compared to expected
results for items such as gross profits, lifetime income benefit rider election
rates and the level of index credits. The net impact of updating expected
results with actual results led to larger increases in the lifetime income
benefit rider reserve for the three and six months ended June 30, 2022 compared
to the same periods in 2021. This was partially offset by a decrease in fund
value of policies with lifetime income benefit riders as a result of the North
End Re reinsurance treaty, which correlates to the decrease in fees discussed in
Annuity product charges.

The liability (net of coinsurance ceded) for lifetime income benefit riders was
$2.2 billion and $2.8 billion at June 30, 2022 and December 31, 2021,
respectively which includes the impact of unrealized gains and losses on
available for sale securities on the liability for lifetime income benefit
riders of $(324.1) million and $482.8 million at June 30, 2022 and December 31,
2021, respectively.

Amortization of deferred sales inducements is based on historical, current and
future expected gross profits. The changes in amortization from period to period
are the result of differences in actual gross profits compared to expected or
modeled gross profits and changes to the underlying business. The increases in
amortization after gross profit adjustments for the three and six months ended
June 30, 2022 compared to the same periods in 2021 were primarily due to
increases in actual gross profits for the three and six months ended June 30,
2022 compared to the same periods in 2021. Bonus products represented 67% and
73% of our net annuity account values at June 30, 2022 and June 30, 2021,
respectively. The amount of amortization is affected by amortization associated
with fair value accounting for derivatives and embedded derivatives utilized in
our fixed index annuity business and amortization associated with net realized
gains (losses) on investments. Fair value accounting for derivatives and
embedded derivatives utilized in our fixed index annuity business creates
differences in the recognition of revenues and expenses from derivative
instruments including the embedded derivative liabilities in our fixed index
annuity contracts. The change in fair value of the embedded derivatives will not
correspond to the change in fair value of the derivatives (purchased call
options), because the purchased call options are one-year options while the
options valued in the fair value of embedded derivatives cover the expected
lives of the contracts which typically exceed ten years.

Amortization of deferred sales inducements is summarized as follows:

                                                 Three Months Ended                      Six Months Ended
                                                       June 30,                               June 30,
                                               2022                2021               2022               2021
                                                                   (Dollars in thousands)
Amortization of deferred sales inducements
before gross profit adjustments            $   53,267          $  39,554          $ 106,451          $  92,741
Gross profit adjustments:
Fair value accounting for derivatives and
embedded derivatives                           38,824            (52,106)           130,161             18,139
Net realized losses on investments             (1,645)                32             (2,621)              (425)
Amortization of deferred sales inducements
after gross profit adjustments             $   90,446          $ (12,520)         $ 233,991          $ 110,455


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Change in fair value of embedded derivatives includes changes in the fair value
of our fixed index annuity embedded derivatives (see   Note   6 - Derivative
Instruments to our unaudited consolidated financial statements). The components
of change in fair value of embedded derivatives are as follows:

                                                  Three Months Ended                        Six Months Ended
                                                        June 30,                                 June 30,
                                                2022                2021                2022                 2021
                                                                      (Dollars in thousands)
Fixed index annuities - embedded
derivatives                                 $ (884,009)         $ 126,084          $ (2,192,132)         $ (251,037)
Other changes in difference between policy
benefit reserves computed using derivative
accounting vs. long-duration contracts
accounting                                     197,447            147,629               314,365             242,337
Reinsurance related embedded derivative       (199,422)                 -              (401,866)                  -
                                            $ (885,984)         $ 273,713          $ (2,279,633)         $   (8,700)


The change in fair value of the fixed index annuity embedded derivatives
resulted from (i) changes in the expected index credits on the next policy
anniversary dates, which are related to the change in fair value of the call
options acquired to fund those index credits discussed above in Change in fair
value of derivatives; (ii) changes in the expected annual cost of options we
will purchase in the future to fund index credits beyond the next policy
anniversary; (iii) changes in the discount rates used in estimating our embedded
derivative liabilities; and (iv) the growth in the host component of the policy
liability. The amounts presented as "Other changes in difference between policy
benefit reserves computed using derivative accounting vs. long-duration
contracts accounting" represent the total change in the difference between
policy benefit reserves for fixed index annuities computed under the derivative
accounting standard and the long-duration contracts accounting standard at each
balance sheet date, less the change in fair value of our fixed index annuities
embedded derivative. See Critical Accounting Policies - Policy Liabilities for
Fixed Index Annuities included in Management's Discussion and Analysis in our
Annual Report on Form 10-K for the year ended December 31, 2021.

The primary reasons for the decreases in the change in fair value of the fixed
index annuity embedded derivatives during the three and six months ended
June 30, 2022 compared to the same periods of 2021 were due to decreases in
expected index credits on the next policy anniversary dates resulting from
decreases in the fair value of the call options acquired to fund the index
credits during the three and six months ended June 30, 2022 compared to
increases in the expected index credits resulting from increases in the fair
value of the call options acquired to fund these index credits during the three
and six months ended June 30, 2021 and larger increases in the net discount
rates used in the calculation during the three and months ended June 30, 2022
compared to the same periods in 2021. The discount rates used in estimating our
embedded derivative liabilities fluctuate based on the changes in the general
level of risk free interest rates and our own credit spread.

The reinsurance agreement executed in 2021 with North End Re to cede certain
fixed index annuity product liabilities on a modified coinsurance basis contains
an embedded derivative. The fair value of this embedded derivative is based on
the unrealized gains and losses of the underlying assets held in the modified
coinsurance portfolio which decreased during the three and six months ended June
30, 2022. See Note 6 - Derivative Instruments for discussion on this embedded
derivative.

Amortization of deferred policy acquisition costs is based on historical,
current and future expected gross profits. The changes in amortization from
period to period are the result of differences in actual gross profits compared
to expected or modeled gross profits and changes to the underlying business. The
increases in amortization after gross profit adjustments for the three and six
months ended June 30, 2022 compared to the same periods in 2021 were primarily
due to increases in actual gross profits for the three and six months ended June
30, 2022 compared to the same periods in 2021. The amount of amortization is
affected by amortization associated with fair value accounting for derivatives
and embedded derivatives utilized in our fixed index annuity business and
amortization associated with net realized gains (losses) on investments. As
discussed above, fair value accounting for derivatives and embedded derivatives
utilized in our fixed index annuity business creates differences in the
recognition of revenues and expenses from derivative instruments including the
embedded derivative liabilities in our fixed index annuity contracts.

Amortization of deferred policy acquisition costs is summarized as follows:

                                                 Three Months Ended                      Six Months Ended
                                                       June 30,                               June 30,
                                               2022                2021               2022               2021
                                                                   (Dollars in thousands)
Amortization of deferred policy
acquisition costs before gross profit
adjustments                                $   80,134          $  61,496          $ 154,767          $ 140,153
Gross profit adjustments:
Fair value accounting for derivatives and
embedded derivatives                           64,844            (78,395)           217,360             47,525
Net realized losses on investments             (2,624)                (7)            (4,347)              (761)
Amortization of deferred policy
acquisition costs after gross profit
adjustments                                $  142,354          $ (16,906)         $ 367,780          $ 186,917


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Other operating costs and expenses decreased 8% to $59.9 million in the second
quarter of 2022 and 2% to $118.0 million for the six months ended June 30, 2022
compared to $65.1 million and $120.9 million for the same periods in 2021 and
are summarized as follows:

                                                 Three Months Ended             Six Months Ended
                                                       June 30,                      June 30,
                                                 2022            2021          2022           2021
                                                              (Dollars in thousands)
Salary and benefits                          $    33,060      $ 35,755      $  69,247      $  63,708
Risk charges                                       2,943        11,754          5,823         23,796
Other                                             23,920        17,541     

42,973 33,411
Total other operating costs and expenses $ 59,923 $ 65,050 $ 118,043 $ 120,915



Salary and benefits decreased $2.7 million for the three months ended June 30,
2022 and increased $5.5 million for the six months ended June 30, 2022,
respectively, compared to the same periods in 2021. Employee salaries and
related benefits increased $1.1 million and $7.4 million for the three and six
months ended June 30, 2022 as compared to the same periods in 2021. The
increases in salary and benefits were primarily due to an increased number of
employees related to our continued growth and implementation of AEL 2.0.
Expenses recognized under our equity and cash incentive compensation programs
("incentive compensation programs") decreased $4.0 million and $2.3 for the
three and six months ended June 30, 2022 compared to the same periods in 2021.
The decreases in expenses related to our incentive compensation programs were
primarily due to decreases in expense associated with talent transformation as
part of the implementation of the AEL 2.0 strategy partially offset by increases
in the expected payouts due to a larger number of employees participating in the
programs. Salary and benefits for both the three and six months ended June 30,
2021 included $5.1 million of expense associated with talent transition as part
of the implementation of the AEL 2.0 strategy.

Risk charges decreased for the three and six months ended June 30, 2022 compared
to the same periods in 2021. The decreases in risk charges expense for the three
and six months ended June 30, 2022 are due to the recapture of an existing
reinsurance agreement which was replaced with a new agreement with a lower risk
charge.

Other expenses increased for the three and six months ended June 30, 2022
compared to the same periods in 2021 primarily as a result of increases in
travel and agent conference related expenses as we continue to emerge from the
COVID-19 pandemic, professional fees, non-deferrable marketing and sales
expenses, depreciation and maintenance expenses primarily related to software
and hardware assets and premium taxes.

We expect the level of other operating costs and expenses to settle into the $60
million per quarter range for the foreseeable future as we continue to execute
on the AEL 2.0 strategy.

Income tax expense (benefit) was $104.3 million in the second quarter of 2022
and $259.4 million for the six months ended June 30, 2022 compared to $(15.7)
million and $62.8 million for the same periods in 2021. The changes in income
tax expense (benefit) were primarily due to changes in income (loss) before
income taxes as well as changes in the effective income tax rates. The effective
income tax rates for the three and six months ended June 30, 2022 were 22.4% and
21.9%, respectively, and 22.3% and 21.6% for the same periods in 2021,
respectively.

Income tax expense (benefit) and the resulting effective tax rate are based upon
two components of income (loss) before income taxes ("pretax income") that are
taxed at different tax rates. Life insurance income is generally taxed at a
statutory rate of approximately 21.5% reflecting the absence of state income
taxes for substantially all of the states that the life insurance subsidiaries
do business in. The income (loss) for the parent company and other non-life
insurance subsidiaries (the "non-life insurance group") is generally taxed at a
statutory tax rate of 28.7% reflecting the combined federal and state income tax
rates. The effective income tax rates resulting from the combination of the
income tax provisions for the life and non-life sources of income (loss) vary
from period to period based primarily on the relative size of pretax income from
the two sources.


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Financial Condition

Investments

Our investment strategy is to maximize current income and total investment
return through active management while maintaining a responsible asset
allocation strategy containing high credit quality investments and providing
adequate liquidity to meet our cash obligations to policyholders and others. Our
investment strategy is also reflective of insurance statutes, which regulate the
type of investments that our life subsidiaries are permitted to make and which
limit the amount of funds that may be used for any one type of investment.

As previously noted, as part of our AEL 2.0 investment pillar, we intend to ramp
up our allocation to private assets in part by partnering with proven asset
managers in our focus expansion sectors of commercial real estate, residential
real estate including mortgages and single family rental homes, infrastructure
debt and equity, middle market lending and lending to revenue, technology and
software sector companies.

The composition of our investment portfolio is summarized as follows:


                                                      June 30, 2022                                   December 31, 2021
                                            Carrying                                          Carrying
                                             Amount                 Percent                    Amount                   Percent
                                                                            (Dollars in thousands)
Fixed maturity securities:
U.S. Government and agencies             $    186,491                      0.3  %       $       1,078,746                      1.8  %

States, municipalities and territories      4,390,844                      8.0  %               3,927,201                      6.5  %
Foreign corporate securities and foreign
governments                                   969,883                      1.8  %                 402,545                      0.7  %
Corporate securities                       29,825,798                     54.7  %              34,660,234                     57.4  %
Residential mortgage backed securities      1,391,707                      2.6  %               1,125,049                      1.9  %
Commercial mortgage backed securities       4,188,392                      7.7  %               4,840,311                      8.0  %
Other asset backed securities               4,370,660                      8.0  %               5,271,857                      8.7  %
Total fixed maturity securities            45,323,775                     83.1  %              51,305,943                     85.0  %

Mortgage loans on real estate               6,228,616                     11.4  %               5,687,998                      9.4  %
Real estate investments                       672,475                      1.2  %                 337,939                      0.6  %
Derivative instruments                        200,781                      0.4  %               1,277,480                      2.1  %
Other investments                           2,112,169                      3.9  %               1,767,144                      2.9  %
                                         $ 54,537,816                    100.0  %       $      60,376,504                    100.0  %

Fixed Maturity Securities


Our fixed maturity security portfolio is managed to minimize risks such as
interest rate changes and defaults or credit losses while earning a sufficient
and stable return on our investments. The largest portion of our fixed maturity
securities are in investment grade (typically NAIC designation 1 or 2) publicly
traded or privately placed corporate securities.

A summary of our fixed maturity securities by NRSRO ratings is as follows:


                                                 June 30, 2022                                       December 31, 2021
                                                           Percent of Fixed
                                     Carrying            Maturity Securities               Carrying                Percent of Fixed
Rating Agency Rating                Amount (a)                   (a)                        Amount               Maturity Securities
                                                                         (Dollars in thousands)
Aaa/Aa/A                          $ 25,316,525                         58.6  %       $      28,275,431                         55.2  %
Baa                                 17,099,172                         39.5  %              21,875,939                         42.6  %
Total investment grade              42,415,697                         98.1  %              50,151,370                         97.8  %
Ba                                     629,536                          1.5  %                 930,384                          1.8  %
B                                      104,137                          0.2  %                 118,065                          0.2  %
Caa                                     23,137                          0.1  %                  39,354                          0.1  %
Ca and lower                            65,576                          0.1  %                  66,770                          0.1  %
Total below investment
grade                                  822,386                          1.9  %               1,154,573                          2.2  %
                                  $ 43,238,083                        100.0  %       $      51,305,943                        100.0  %

(a)Excludes fixed maturity securities related to reinsurance business ceded
under a modified coinsurance agreement of $2,085,692 as of June 30, 2022.

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The NAIC's Securities Valuation Office ("SVO") is responsible for the day-to-day
credit quality assessment of securities owned by state regulated insurance
companies. The purpose of such assessment and valuation is for determining
regulatory capital requirements and regulatory reporting. Insurance companies
report ownership to the SVO when such securities are eligible for regulatory
filings. The SVO conducts credit analysis on these securities for the purpose of
assigning a NAIC designation and/or unit price. Typically, if a security has
been rated by an NRSRO, the SVO utilizes that rating and assigns a NAIC
designation based upon the following system:

                     NAIC Designation       NRSRO Equivalent Rating
                            1                       Aaa/Aa/A
                            2                         Baa
                            3                          Ba
                            4                          B
                            5                         Caa
                            6                     Ca and lower


The NAIC introduced 20 NAIC designation modifiers that are applied to each NAIC
designation to determine a security's NAIC designation category. New risk-based
capital charges for each of the 20 designated categories for reporting were
effective beginning December 31, 2021.

For most of the bonds held in our portfolio the NAIC designation matches the
NRSRO equivalent rating. However, for certain loan-backed and structured
securities, as defined by the NAIC, the NAIC rating is not always equivalent to
the NRSRO rating presented in the previous table. The NAIC has adopted revised
rating methodologies for certain loan-backed and structured securities comprised
of non-agency residential mortgage backed securities ("RMBS") and commercial
mortgage backed securities ("CMBS"). The NAIC's objective with the revised
rating methodologies for these structured securities is to increase the accuracy
in assessing expected losses and use the improved assessment to determine a more
appropriate capital requirement for such structured securities. The revised
methodologies reduce regulatory reliance on rating agencies and allow for
greater regulatory input into the assumptions used to estimate expected losses
from structured securities.

The use of this process by the SVO may result in certain non-agency RMBS and
CMBS being assigned an NAIC designation that is different than the equivalent
NRSRO rating. The NAIC designations for non-agency RMBS and CMBS are based on
security level expected losses as modeled by an independent third party (engaged
by the NAIC) and the statutory carrying value of the security, including any
purchase discounts or impairment charges previously recognized. Evaluation of
non-agency RMBS and CMBS held by insurers using the NAIC rating methodologies is
performed on an annual basis.

Our fixed maturity security portfolio is managed to minimize risks such as
defaults or impairments while earning a sufficient and stable return on our
investments. Our strategy with respect to our fixed maturity securities
portfolio has been to invest primarily in investment grade securities.
Investment grade is NAIC 1 and 2 securities and Baa3/BBB- and better securities
on the NRSRO scale. We expect this strategy to meet the objective of minimizing
risk while also managing asset capital charges on a regulatory capital basis.

A summary of our fixed maturity securities by NAIC designation is as follows:

                                                                     June 30, 2022                                                                             December 31, 2021
                                                                                                           Percent                                                                                   Percent
                                                                                                          of Total                                                                                  of Total
                                    Amortized                                      Carrying               Carrying               Amortized                                   Carrying               Carrying
     NAIC Designation               Cost (a)             Fair Value (a)           Amount (a)               Amount                  Cost               Fair Value              Amount                 Amount
                                                     (Dollars in thousands)                                                                     (Dollars in thousands)
            1                    $ 26,879,226          $    25,453,818          $ 25,453,818                    58.9  %       $ 26,157,531          $ 28,785,839          $ 28,785,839                    56.1  %
            2                      18,180,556               16,967,885            16,967,885                    39.2  %         19,758,594            21,396,020            21,396,020                    41.7  %
            3                         706,018                  630,715               630,715                     1.5  %            909,311               941,210               941,210                     1.9  %
            4                         124,688                  117,336               117,336                     0.2  %            133,070               147,160               147,160                     0.3  %
            5                          56,931                   40,995                40,995                     0.1  %             16,496                15,357                15,357                       -  %
            6                          34,570                   27,334                27,334                     0.1  %             24,181                20,357                20,357                       -  %
                                 $ 45,981,989          $    43,238,083          $ 43,238,083                   100.0  %       $ 46,999,183          $ 51,305,943          $ 51,305,943                   100.0  %

(a)Excludes fixed maturity securities related to reinsurance business ceded
under a modified coinsurance agreement with an amortized cost of $2,486,038 and
a fair value and carry value of 2,085,692.


The amortized cost and fair value of fixed maturity securities at June 30, 2022,
by contractual maturity, are presented in Note 3 - Investments to our unaudited
consolidated financial statements in this Form 10-Q, which is incorporated by
reference in this Item 2.

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Unrealized Losses

The amortized cost and fair value of fixed maturity securities that were in an
unrealized loss position were as follows:

                                                                                     Unrealized
                                        Number of              Amortized           Losses, Net of        Allowance for
                                       Securities                Cost                Allowance           Credit Losses          Fair Value
                                                                                         (Dollars in thousands)
June 30, 2022
Fixed maturity securities,
available for sale:
U.S. Government and agencies                 12             $     40,457          $      (1,115)         $         -          $     39,342

States, municipalities and
territories                                 417                2,844,871               (330,161)              (1,834)            2,512,876
Foreign corporate securities and
foreign governments                          45                  604,574                (61,711)                   -               542,863
Corporate securities                      2,304               23,604,278             (2,646,478)              (3,743)           20,954,057
Residential mortgage backed
securities                                  169                  976,889                (61,349)                (610)              914,930
Commercial mortgage backed
securities                                  369                4,215,069               (256,262)                   -             3,958,807
Other asset backed securities               546                4,609,956               (314,568)                   -             4,295,388
                                          3,862             $ 36,896,094          $  (3,671,644)         $    (6,187)         $ 33,218,263

December 31, 2021
Fixed maturity securities,
available for sale:
U.S. Government and agencies                  8             $    761,101          $        (124)         $         -          $    760,977

States, municipalities and
territories                                  42                  190,471                 (3,042)              (2,776)              184,653
Foreign corporate securities and
foreign governments                           3                   43,704                   (843)                   -                42,861
Corporate securities                        600                2,530,864                (38,442)                   -             2,492,422
Residential mortgage backed
securities                                   74                  280,044                 (2,093)                 (70)              277,881
Commercial mortgage backed
securities                                  108                  944,407                (17,719)                   -               926,688
Other asset backed securities               592                3,172,613                (50,107)                   -             3,122,506
                                          1,427             $  7,923,204          $    (112,370)         $    (2,846)         $  7,807,988


The unrealized losses at June 30, 2022 are principally related to the timing of
the purchases of certain securities, which carry less yield than those available
at June 30, 2022, and the continued impact the COVID-19 pandemic had on credit
markets. Approximately 97% and 85% of the unrealized losses on fixed maturity
securities shown in the above table for June 30, 2022 and December 31, 2021,
respectively, are on securities that are rated investment grade, defined as
being the highest two NAIC designations.

The increase in unrealized losses from December 31, 2021 to June 30, 2022 was
primarily due to an increase in treasury yields during the six months ended June
30, 2022. The 10-year U.S. Treasury yields at June 30, 2022 and December 31,
2021 were 2.98% and 1.52%, respectively. The 30-year U.S. Treasury yields at
June 30, 2022 and December 31, 2021 were 3.14% and 1.90%, respectively. In
addition, credit spreads widened during the six months ended June 30, 2022 which
also contributed to the increase in unrealized losses.

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The following table sets forth the composition by credit quality (NAIC
designation) of fixed maturity securities with gross unrealized losses:


                         Carrying Value of
                          Securities with                           Gross
                          Gross Unrealized       Percent of       Unrealized       Percent of
NAIC Designation             Losses (2)          Total (2)        Losses (1)         Total
                                                (Dollars in thousands)
June 30, 2022
1                       $       18,219,160           58.4  %    $ (1,811,434)          55.4  %
2                               12,246,740           39.3  %      (1,352,334)          41.3  %
3                                  552,198            1.8  %         (76,501)           2.3  %
4                                  106,676            0.3  %         (13,282)           0.4  %
5                                   38,065            0.1  %         (15,935)           0.5  %
6                                   23,343            0.1  %          (1,660)           0.1  %
                        $       31,186,182          100.0  %    $ (3,271,146)         100.0  %
December 31, 2021
1                       $        4,174,438           53.5  %    $    (37,884)          33.7  %
2                                3,197,575           41.0  %         (57,354)          51.0  %
3                                  376,996            4.8  %         (13,723)          12.2  %
4                                   33,229            0.4  %          (1,083)           1.0  %
5                                    9,506            0.1  %          (1,140)           1.0  %
6                                   16,244            0.2  %          (1,186)           1.1  %
                        $        7,807,988          100.0  %    $   (112,370)         100.0  %

(1)Gross unrealized losses have been adjusted to reflect the allowance for
credit loss of $6.2 million and $2.8 million as of June 30, 2022 and
December 31, 2021, respectively.


(2)Excludes fixed maturity securities related to reinsurance business ceded
under a modified coinsurance agreement. The carry value of securities related to
the business ceded that have unrealized losses was $2.0 billion and the gross
unrealized losses on these securities was $400.5 million as of June 30, 2022.

Our investments' gross unrealized losses and fair value, aggregated by
investment category and length of time that individual securities (consisting of
3,862 and 1,427 securities, respectively) have been in a continuous unrealized
loss position at June 30, 2022 and December 31, 2021, along with a description
of the factors causing the unrealized losses is presented in Note 3 -
Investments to our unaudited consolidated financial statements in this Form
10-Q, which is incorporated by reference in this Item 2.

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The amortized cost and fair value of fixed maturity securities in an unrealized
loss position and the number of months in a continuous unrealized loss position
(fixed maturity securities that carry an NRSRO rating of BBB/Baa or higher are
considered investment grade) were as follows:

                                                                                                                       Gross
                                                                       Amortized                                    Unrealized
                                              Number of              Cost, Net of                                 Losses, Net of
                                              Securities             Allowance (1)           Fair Value            Allowance (1)
                                                                                       (Dollars in thousands)
June 30, 2022
Fixed maturity securities, available for
sale:
Investment grade:
Less than six months                             2,954             $   

31,045,531 $ 28,180,025 $ (2,865,506)
Six months or more and less than twelve
months

                                             616                  3,440,810             2,891,430                (549,380)
Twelve months or greater                           194                  1,575,906             1,426,525                (149,381)
Total investment grade                           3,764                 36,062,247            32,497,980              (3,564,267)
Below investment grade:
Less than six months                                41                    427,290               379,669                 (47,621)
Six months or more and less than twelve
months                                               3                     35,082                30,036                  (5,046)
Twelve months or greater                            54                    365,288               310,578                 (54,710)
Total below investment grade                        98                    827,660               720,283                (107,377)
                                                 3,862             $   36,889,907          $ 33,218,263          $   (3,671,644)

December 31, 2021
Fixed maturity securities, available for
sale:
Investment grade:
Less than six months                             1,024             $    

5,582,431 $ 5,536,216 $ (46,215)
Six months or more and less than twelve
months

                                              39                    132,110               130,156                  (1,954)
Twelve months or greater                           281                  1,752,779             1,705,640                 (47,139)
Total investment grade                           1,344                  7,467,320             7,372,012                 (95,308)
Below investment grade:
Less than six months                                12                     43,808                43,057                    (751)
Six months or more and less than twelve
months                                               7                     28,544                25,706                  (2,838)
Twelve months or greater                            64                    380,686               367,213                 (13,473)
Total below investment grade                        83                    453,038               435,976                 (17,062)
                                                 1,427             $    7,920,358          $  7,807,988          $     (112,370)


(1)Amortized cost and gross unrealized losses have been adjusted to reflect the
allowance for credit loss of $6.2 million and $2.8 million as of June 30, 2022
and December 31, 2021, respectively.

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The amortized cost and fair value of fixed maturity securities (excluding U.S.
Government and agencies) segregated by investment grade (NRSRO rating of BBB/Baa
or higher) and below investment grade that had unrealized losses greater than
20% and the number of months in a continuous unrealized loss position were as
follows:

                                                                                                                    Gross
                                                                     Amortized                                   Unrealized
                                             Number of              Cost, Net of              Fair             Losses, Net of
                                             Securities            Allowance (1)             Value              Allowance (1)
                                                                                     (Dollars in thousands)
June 30, 2022
Investment grade:
Less than six months                              558             $   5,397,616          $ 4,072,584          $   (1,325,032)
Six months or more and less than twelve
months                                              7                   125,556               86,071                 (39,485)
Twelve months or greater                            -                         -                    -                       -
Total investment grade                            565                 5,523,172            4,158,655              (1,364,517)
Below investment grade:
Less than six months                                9                   126,516               87,388                 (39,128)
Six months or more and less than twelve
months                                              -                         -                    -                       -
Twelve months or greater                            -                         -                    -                       -
Total below investment grade                        9                   126,516               87,388                 (39,128)
                                                  574             $   5,649,688          $ 4,246,043          $   (1,403,645)

December 31, 2021
Investment grade:
Less than six months                                -             $           -          $         -          $            -
Six months or more and less than twelve
months                                              -                         -                    -                       -
Twelve months or greater                            -                         -                    -                       -
Total investment grade                              -                         -                    -                       -
Below investment grade:
Less than six months                                -                         -                    -                       -
Six months or more and less than twelve
months                                              -                         -                    -                       -
Twelve months or greater                            -                         -                    -                       -
Total below investment grade                        -                         -                    -                       -
                                                    -             $           -          $         -          $            -


(1) Amortized cost and gross unrealized losses have been adjusted to reflect the
allowance for credit loss of $6.2 million and $2.8 million as of June 30, 2022
and December 31, 2021, respectively.

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The amortized cost and fair value of fixed maturity securities, by contractual
maturity, that were in an unrealized loss position are shown below. Actual
maturities 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 and other asset backed securities provide for
periodic payments throughout their lives, and are shown below as a separate
line.

                                                  Available for sale
                                             Amortized
                                                Cost           Fair Value
                                                (Dollars in thousands)
June 30, 2022
Due in one year or less                    $    301,203      $    298,968

Due after one year through five years 4,855,029 4,677,768
Due after five years through ten years 4,943,241 4,525,739
Due after ten years through twenty years 6,594,406 5,892,903
Due after twenty years

                       10,400,301         8,653,760
                                             27,094,180        24,049,138
Residential mortgage backed securities          976,889           914,930
Commercial mortgage backed securities         4,215,069         3,958,807
Other asset backed securities                 4,609,956         4,295,388
                                           $ 36,896,094      $ 33,218,263

December 31, 2021
Due in one year or less                    $    762,035      $    761,590
Due after one year through five years           509,458           505,312
Due after five years through ten years          546,453           535,258
Due after ten years through twenty years        638,205           627,275
Due after twenty years                        1,069,989         1,051,478
                                              3,526,140         3,480,913
Residential mortgage backed securities          280,044           277,881
Commercial mortgage backed securities           944,407           926,688
Other asset backed securities                 3,172,613         3,122,506
                                           $  7,923,204      $  7,807,988


International Exposure

We hold fixed maturity securities with international exposure. As of June 30,
2022, 7.6% of the carrying value of our fixed maturity securities was comprised
of corporate debt securities of issuers based outside of the United States and
debt securities of foreign governments. Our fixed maturity securities with
international exposure are primarily denominated in U.S. dollars. Our investment
professionals analyze each holding for credit risk by economic and other factors
of each country and industry. The following table presents our international
exposure in our fixed maturity portfolio by country or region:

                                            June 30, 2022
                                                                   Percent
                                                                   of Total
                            Amortized       Carrying Amount/       Carrying
                              Cost             Fair Value           Amount
                                 (Dollars in thousands)
Europe                    $ 3,648,909      $       3,387,611          7.5  %
Asia/Pacific                    1,074                    997            -  %
Latin America                       -                      -            -  %
Non-U.S. North America         64,050                 59,464          0.1  %
Australia & New Zealand         3,900                  3,621            -  %
Other                           1,886                  1,751            -  %
                          $ 3,719,819      $       3,453,444          7.6  %


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All of the securities presented in the table above are investment grade (NAIC
designation of either 1 or 2), except for the following:

                                       June 30, 2022
                                                Carrying Amount/
                           Amortized Cost          Fair Value
                                   (Dollars in thousands)
Europe                    $       297,849      $         254,199
Asia/Pacific                           88                     75
Latin America                           -                      -
Non-U.S. North America              5,228                  4,462
Australia & New Zealand               318                    272
Other                                 154                    131
                          $       303,637      $         259,139


Watch List

At each balance sheet date, we identify invested assets which have
characteristics (i.e., significant unrealized losses compared to amortized cost
and industry trends) creating uncertainty as to our future assessment of credit
losses. As part of this assessment, we review not only a change in current price
relative to its amortized cost but the issuer's current credit rating and the
probability of full recovery of principal based upon the issuer's financial
strength. For corporate issuers, we evaluate the financial stability and quality
of asset coverage for the securities relative to the term to maturity for the
issues we own. For asset-backed securities, we evaluate changes in factors such
as collateral performance, default rates, loss severities and expected cash
flows. At June 30, 2022, the amortized cost and fair value of securities on the
watch list (all fixed maturity securities) are as follows:

                                                                                                       Amortized Cost,        Net Unrealized
                                         Number of           Amortized           Allowance for             Net of            Gains (Losses),            Fair
General Description                     Securities              Cost             Credit Losses            Allowance          Net of Allowance          Value
                                                                                                   (Dollars in thousands)
States, municipalities and
territories                                  5              $  19,062          $       (1,834)         $     17,228          $          16          $  17,244
Corporate securities - Public
securities                                   5                 16,526                       -                16,526                   (731)            

15,795

Corporate securities - Private
placement securities                         1                 10,417                  (3,743)                6,674                   (945)             5,729
Residential mortgage backed
securities                                  20                 31,586                    (610)               30,976                 (1,882)            29,094
Commercial mortgage backed
securities                                   8                 84,362                       -                84,362                 (1,934)            82,428
Other asset backed securities               32                 48,739                       -                48,739                   (236)            48,503

                                            71              $ 210,692          $       (6,187)         $    204,505          $      (5,712)         $ 198,793


We expect to recover the unrealized losses, net of allowances, as we did not
have the intent to sell and it was not more likely than not that we would be
required to sell these securities prior to recovery of the amortized cost basis,
net of allowances. Our analysis of these securities and their credit performance
at June 30, 2022 is as follows:

States, municipalities and territories: The decline in value of these
securities, which are related to senior living facilities in the Southeastern
region of the United States, is primarily due to the financial strain COVID-19
is having on this industry.

Corporate securities: The corporate securities included on the watch list
primarily include a security in the utilities industry that is under financial
stress due to the impact of power outages and a security in the retail market
which is in an unrealized loss position and for which we have the intent to sell
as part of our risk reduction effort.

Structured securities: The structured securities included on the watch list have
generally experienced higher levels of stress due to the impact COVID-19 is
having on the economy. In addition, certain securities are included on the watch
list as they are in an unrealized loss position and we have the intent to sell
as part of our risk reduction effort.

Credit Losses


We have a policy and process to identify securities in our investment portfolio
for which we recognize credit loss. See Note 3 - Investments to our unaudited
consolidated financial statements.

During the three months ended June 30, 2022, we recognized $5.5 million of
credit losses which includes $3.6 million of credit losses on structured
securities primarily due to our intent to sell such securities as of June 30,
2022 and $2.0 million of credit losses on corporate securities primarily due to
our intent to sell such securities as of June 30, 2022 partially offset by a
$0.1 million net reduction in credit losses on certain other securities. During
the six months ended June 30, 2022, we recognized $12.9 million of credit losses
which includes $7.3 million of credit losses on structured securities primarily
due to our intent to sell such securities and $5.8 million of credit losses on
corporate securities due to $3.8 million of credit losses on a security and $2.0
million of credit losses on securities due to our intent to sell such securities
as of June 30, 2022 partially offset by $0.2 reduction in credit losses on
certain other securities.

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During the three months ended June 30, 2021, we recognized a benefit related to
a reduction in the allowance for credit losses for our fixed maturity securities
of $1.3 million which included recoveries on corporate securities and
residential mortgage backed securities offset by additional credit losses
realized on municipal securities. During the six months ended June 30, 2021, we
recognized credit losses of $0.2 million which included credit losses on
municipal securities and net credit losses on corporate securities partially
offset by a net recovery on residential mortgage backed securities.

Several factors led us to believe that full recovery of amortized cost is not
expected on the securities for which we recognized credit losses. A discussion
of these factors, our policy and process to identify securities that could
potentially have credit loss is presented in Note 3 - Investments to our
unaudited consolidated financial statements in this Form 10-Q, which is
incorporated by reference in this Item 2.

Mortgage Loans on Real Estate


Our financing receivables consist of three mortgage loan portfolio segments:
commercial mortgage loans, agricultural mortgage loans and residential mortgage
loans. Our commercial mortgage loan portfolio consists of loans with an
outstanding principal balance of $3.6 billion and $3.6 billion as of June 30,
2022 and December 31, 2021, respectively. This portfolio consists of mortgage
loans collateralized by the related properties and diversified as to property
type, location and loan size. Our mortgage lending policies establish limits on
the amount that can be loaned to one borrower and other criteria to attempt to
reduce the risk of default. Our agricultural mortgage loan portfolio consists of
loans with an outstanding principal balance of $568.2 million and $408.1 million
as of June 30, 2022 and December 31, 2021, respectively. These loans are
collateralized by agricultural land and are diversified as to location within
the United States. Our residential mortgage loan portfolio consists of loans
with an outstanding principal balance of $2.1 billion and $1.7 billion as of
June 30, 2022 and December 31, 2021, respectively. These loans are
collateralized by the related properties and diversified as to location within
the United States. Mortgage loans on real estate are generally reported at cost
adjusted for amortization of premiums and accrual of discounts, computed using
the interest method and net of valuation allowances.

At June 30, 2022 and December 31, 2021, the largest principal amount outstanding
for any single commercial mortgage loan was $84.3 million and $81.5 million,
respectively, and the average loan size was $5.6 million and $5.3 million,
respectively. In addition, the average loan-to-value ratio for commercial and
agricultural mortgage loans combined was 52.1% and 52.3% at June 30, 2022 and
December 31, 2021, respectively, based upon the underwriting and appraisal at
the time the loan was made. This loan-to-value ratio is indicative of our
conservative underwriting policies and practices for originating mortgage loans
and may not be indicative of collateral values at the current reporting date.
Our current practice is to only obtain market value appraisals of the underlying
collateral at the inception of the loan unless we identify indicators of
impairment in our ongoing analysis of the portfolio, in which case, we either
calculate a value of the collateral using a capitalization method or obtain a
third party appraisal of the underlying collateral. The commercial mortgage loan
portfolio is summarized by geographic region and property type in Note 4 -
Mortgage Loans on Real Estate to our unaudited consolidated financial statements
in this Form 10-Q, incorporated by reference in this Item 2.

In the normal course of business, we commit to fund mortgage loans up to 90 days
in advance. At June 30, 2022, we had commitments to fund commercial mortgage
loans totaling $99.9 million, with interest rates ranging from 3.86% to 5.23%.
During 2022 and 2021, due to historically low interest rates, the commercial
mortgage loan industry has been very competitive. This competition has resulted
in a number of borrowers refinancing with other lenders. For the six months
ended June 30, 2022, we received $211.1 million in cash for loans being paid in
full compared to $111.2 million for the six months ended June 30, 2021. Some of
the loans being paid off have either reached their maturity or are nearing
maturity; however, some borrowers are paying the prepayment fee and refinancing
at a lower rate. As June 30, 2022, we had commitments to fund agricultural
mortgage loans totaling $32.3 million with interest rates ranging from 5.42% to
5.89%, and had commitments to fund residential mortgage loans totaling $212.9
million with interest rates ranging from 7.00% to 12.00%.

See Note 4 - Mortgage Loans on Real Estate to our unaudited consolidated
financial statements, incorporated by reference, for a presentation of our
valuation allowance, foreclosure activity and troubled debt restructure
analysis. We have a process by which we evaluate the credit quality of each of
our mortgage loans. This process utilizes each loan's loan-to-value and debt
service coverage ratios as primary metrics. See Note 4 - Mortgage Loans on Real
Estate to our unaudited consolidated financial statements, incorporated by
reference, for a summary of our portfolio by loan-to-value and debt service
coverage ratios.

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We closely monitor loan performance for our commercial, agricultural and
residential mortgage loan portfolios. Commercial, agricultural and residential
loans are considered nonperforming when they are 90 days or more past due. Aging
of financing receivables is summarized in the following table:

                                                                       30-59 days           60-89 days           Over 90 days
                                                   Current              past due             past due              past due               Total
As of June 30, 2022:                                                                   (Dollars in thousands)
Commercial mortgage loans                       $ 3,598,562          $     4,716          $         -          $           -          $ 3,603,278
Agricultural mortgage loans                         565,683                  781                    -                      -              566,464
Residential mortgage loans                        2,002,351               56,046               12,613                 20,252            2,091,262
Total mortgage loans                            $ 6,166,596          $    61,543          $    12,613          $      20,252          $ 6,261,004

As of December 31, 2021:
Commercial mortgage loans                       $ 3,628,502          $         -          $         -          $           -          $ 3,628,502
Agricultural mortgage loans                         406,999                    -                    -                      -              406,999
Residential mortgage loans                        1,631,999               34,447                3,030                  7,045            1,676,521
Total mortgage loans                            $ 5,667,500          $    34,447          $     3,030          $       7,045          $ 5,712,022


Derivative Instruments

Our derivative instruments consist of call options purchased to provide the
income needed to fund the annual index credits on our fixed index annuity
products and interest rate swaps used to hedge against changes in fair value due
to changes in interest rates. The fair value of the call options is based upon
the amount of cash that would be required to settle the call options obtained
from the counterparties adjusted for the nonperformance risk of the
counterparty. The nonperformance risk for each counterparty is based upon its
credit default swap rate. We have no performance obligations related to the call
options. The fair value of the pay fixed/receive float interest rate swaps are
determined using internal valuation models that generate discounted expected
future cash flows by constructing a projected Secure Overnight Financing Rate
(SOFR) curve over the term of the swap.

Our interest rate swaps qualify for hedge accounting and our call options do not
qualify for hedge accounting. Any change in the fair value of the derivatives is
recognized immediately in the consolidated statements of operations. A
presentation of our derivative instruments along with a discussion of the
business strategy involved with our derivatives for both our derivatives
designated as hedging instruments and our derivatives not designated as hedging
instruments is included in Note 6 - Derivative Instruments to our unaudited
consolidated financial statements in this Form 10-Q, which is incorporated by
reference in this Item 2.

Liquidity and Capital Resources


Our insurance subsidiaries generally have adequate cash flows from annuity
deposits and investment income to meet their policyholder and other obligations.
Net cash flows from annuity deposits and funds returned to policyholders as
surrenders, withdrawals and death claims were $(768.7) million for the six
months ended June 30, 2022 compared to $1,468.1 million for the six months ended
June 30, 2021, with the decrease attributable to a $2,341.6 million decrease in
net annuity deposits after coinsurance and a $104.8 million (after coinsurance)
decrease in funds returned to policyholders. We continue to invest the net
proceeds from policyholder transactions and investment activities in high
quality fixed maturity securities and mortgage loans. We have a highly liquid
investment portfolio that can be used to meet policyholder and other obligations
as needed. In addition, we intend to hold approximately 1% to 2% of our
investment portfolio in cash and cash equivalents.

We, as the parent company, are a legal entity separate and distinct from our
subsidiaries, and have no business operations. We need liquidity primarily to
service our debt (senior notes and subordinated debentures issued to a
subsidiary trust), pay operating expenses and pay dividends to common and
preferred stockholders. Our assets consist primarily of the capital stock and
surplus notes of our subsidiaries. Accordingly, our future cash flows depend
upon the availability of dividends, surplus note interest payments and other
statutorily permissible payments from our subsidiaries, such as payments under
our investment advisory agreements and tax allocation agreement with our
subsidiaries. We expect these sources provide adequate cash flow for us to meet
our current and reasonably foreseeable future obligations.

The ability of our life insurance subsidiaries to pay dividends or
distributions, including surplus note payments, will be limited by applicable
laws and regulations of the states in which our life insurance subsidiaries are
domiciled, which subject our life insurance subsidiaries to significant
regulatory restrictions. These laws and regulations require, among other things,
our insurance subsidiaries to maintain minimum solvency requirements and limit
the amount of dividends these subsidiaries can pay.

Currently, American Equity Life may pay dividends or make other distributions
without the prior approval of the Iowa Insurance Commissioner, unless such
payments, together with all other such payments within the preceding twelve
months, exceed the greater of (1) American Equity Life's net gain from
operations for the preceding calendar year, or (2) 10% of American Equity Life's
statutory capital and surplus at the preceding December 31. For 2022, up to
$407.9 million can yet be distributed as dividends by American Equity Life
without prior approval of the Iowa Insurance Commissioner. In addition,
dividends and surplus note payments may be made only out of statutory earned
surplus, and all surplus note payments are subject to prior approval by
regulatory authorities in the life subsidiary's state of domicile. American
Equity Life had $2.4 billion of statutory earned surplus at June 30, 2022.

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The maximum distribution permitted by law or contract is not necessarily
indicative of an insurer's actual ability to pay such distributions, which may
be constrained by business and regulatory considerations, such as the impact of
such distributions on surplus, which could affect the insurer's ratings or
competitive position, the amount of premiums that can be written and the ability
to pay future dividends or make other distributions. Further, state insurance
laws and regulations require that the statutory surplus of our life subsidiaries
following any dividend or distribution must be reasonable in relation to their
outstanding liabilities and adequate for their financial needs. Along with
solvency regulations, the primary driver in determining the amount of capital
used for dividends is the level of capital needed to maintain desired financial
strength ratings from rating agencies. Both regulators and rating agencies could
become more conservative in their methodology and criteria, including increasing
capital requirements for our insurance subsidiaries which, in turn, could
negatively affect the cash available to us from insurance subsidiaries. As of
June 30, 2022, we estimate American Equity Life has sufficient statutory capital
and surplus, combined with capital available to the holding company, to maintain
its insurer financial strength rating. However, this capital may not be
sufficient if significant future losses are incurred or a rating agency modifies
its rating criteria and access to additional capital could be limited.

Cash and cash equivalents of the parent holding company at June 30, 2022, were
$279.6 million. We also have the ability to issue equity, debt or other types of
securities through one or more methods of distribution. The terms of any
offering would be established at the time of the offering, subject to market
conditions. On February 15, 2022, we entered into a five-year, $300 million
unsecured delayed draw term loan credit agreement. This agreement is part of our
plans for access to liquidity for general corporate purposes as we continue to
implement our strategic transformation to an at-scale origination, spread and
capital light fee-based business, and to manage capital to grow as well as
produce returns for shareholders. On July 6, 2022, we borrowed $300 million
under this agreement and are using the proceeds for general corporate purposes.

In January 2022, American Equity Life became a member of the Federal Home Loan
Bank of Des Moines ("FHLB") which provides access to collateralized borrowings
and other FHLB products. We may also issue funding agreements to the FHLB. Both
the collateralized borrowings and funding agreements require us to pledge
qualified assets as collateral. Obligations arising from funding agreements,
which totaled $300.0 million as of June 30, 2022 are used in investment spread
activities.

New Accounting Pronouncements

See Note 1 - Significant Accounting Policies to our unaudited consolidated
financial statements in this Form 10-Q, which is incorporated by reference in
this Item 2.


Regulatory Developments

Financial Strength Ratings

Standard & Poor's ("S&P") has withdrawn its insurance company capital analysis
proposal to discount the value of certain assets that have no rating.

Investments Regulation


The Iowa Insurance Division has proposed changes to Iowa law on admitted assets
to conform Iowa law more closely to NAIC models in some respects. For example,
it would change the amount of some assets an insurer could include as admitted.
If the legislature enacts these changes, we would review and reconfigure our
investments in light of the new requirements and the challenges and
opportunities they pose. We do not expect legislative action, if any, until at
least 2023.

Privacy and Cybersecurity

The SEC has proposed new cybersecurity disclosure rules for public companies.
Under the proposed rule, registrants would have to disclose information about
material cybersecurity incidents on a Current Report on Form 8-K within four
days of concluding that the incident is material, and update that disclosure at
points of its analysis and response to the incident. Registrants would also have
to disclose aspects of cybersecurity risk management annually, including
governance processes and Board and management responsibilities, and director
cybersecurity expertise.

Other U.S. Federal Initiatives


The SEC has proposed new climate-related disclosure rules for public companies.
Among other things, the proposed rules would require registrant disclosure on
(1) governance of climate-related risks; (2) climate-related impacts on
strategy, business model and outlook; (3) climate-related risk management; (4)
greenhouse gas ("GHG") emissions; and (5) any internal carbon price or
climate-related targets and goals. Large accelerated filers, such as us, would
also have to obtain attestation by an independent third party of certain of
their GHG emissions metrics. The proposed rules would also require registrants
to include climate-related financial statement metrics (which would consist of
disaggregated climate-related impacts on existing financial statement line
items) and related disclosures in a note to audited financial statements,
subject to adequate internal controls and to audit by an independent registered
public accounting firm. Depending on the ultimate rules the SEC adopts, the cost
and other impacts of such a rule on us may be significant.

The SEC has proposed new rules related to trading plans under Rule 10b5-1. The
rules would require a registrant 30-day "cooling off" period between plan
adoption and the first transaction under the plan; limit registrants to a single
plan for a class of securities, such as common

                                       56

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Table of Contents

stock, at any given time. The SEC has also proposed new daily registrant
disclosure of securities repurchases. Depending on the ultimate rules the SEC
adopts, the cost and other impacts of such rules on us may be significant.

Accounting for Long Duration Insurance and Investment Contracts

See Note 1 - Significant Accounting Policies to our unaudited consolidated
financial statements in this Form 10-Q, which is incorporated here by reference.

Older

Social Security news: when a raise is actually a cut

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