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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)    
ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

o

 

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

For the transition period from                               to                              

Commission File Number: 0-25985

American Equity Investment Life Holding Company
(Exact name of registrant as specified in its charter)

Iowa
(State of Incorporation)
  42-1447959
(I.R.S. Employer Identification No.)

5000 Westown Parkway, Suite 440
West Des Moines, Iowa 50266
(Address of principal executive offices)

(515) 221-0002
(Telephone)

 
(Former name, former address and former fiscal year, if changed since last report)

        Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý        No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o        No ý

APPLICABLE TO CORPORATE ISSUERS:

Shares of common stock outstanding at July 29, 2003: 14,331,088





PART I.—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(Unaudited)

 
  June 30,
2003

  December 31,
2002

Assets            
Cash and investments:            
  Fixed maturity securities:            
    Available for sale, at market (amortized cost: 2003—$3,105,060; 2002—$3,796,914)   $ 3,085,017   $ 3,753,144
    Held for investment, at amortized cost (market: 2003—$1,871,535; 2002—$1,151,337)     1,874,065     1,149,510
 
Equity securities, available for sale, at market (cost: 2003—$54,674; 2002—$18,051)

 

 

55,674

 

 

17,006
 
Mortgage loans on real estate

 

 

465,278

 

 

334,339
  Derivative instruments     90,103     52,313
  Policy loans     298     295
  Cash and cash equivalents     15,071     21,163
   
 
Total cash and investments     5,585,506     5,327,770

Premiums due and uncollected

 

 

1,487

 

 

1,371
Accrued investment income     22,695     36,716
Receivables from related parties     16,342     20,949
Property, furniture, and equipment, less allowances for depreciation of $3,976 in 2003 and $4,011 in 2002     1,513     1,675
Deferred policy acquisition costs     618,343     595,450
Deferred income tax asset     40,311     50,711
Federal income taxes recoverable     6,995    
Other assets     37,029     4,814
Assets held in separate account     2,722     2,810
   
 
Total assets   $ 6,332,943   $ 6,042,266
   
 

2


AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS (Continued)
(Dollars in thousands, except per share data)
(Unaudited)

 
  June 30,
2003

  December 31,
2002

 
Liabilities and Stockholders' Equity              
Liabilities:              
  Policy benefit reserves:              
    Traditional life and accident and health insurance products   $ 37,211   $ 33,089  
    Annuity and single premium universal life products     5,829,914     5,419,276  
  Other policy funds and contract claims     47,080     35,644  
  Amounts due to related party under General Agency Commission and Servicing Agreement     30,977     40,345  
  Other amounts due to related parties     27,490     4,363  
  Notes payable     35,667     43,333  
  Amounts due to reinsurer     682     10,908  
  Amounts due under repurchase agreements     100,000     241,731  
  Federal income taxes payable         8,187  
  Other liabilities     25,735     24,616  
  Liabilities related to separate account     2,722     2,810  
   
 
 
Total liabilities     6,137,478     5,864,302  

Minority interests in subsidiaries:

 

 

 

 

 

 

 
  Company-obligated mandatorily redeemable preferred securities ofsubsidiary trusts     100,747     100,486  

Stockholders' equity:

 

 

 

 

 

 

 
  Series Preferred Stock, par value $1 per share, 2,000,000 shares authorized; 625,000 shares of 1998 Series A Participating Preferred Stock issued and outstanding     625     625  
  Common Stock, par value $1 per share, 75,000,000 shares authorized; issued and outstanding: 2003—14,331,088 shares; 2002—14,438,452 shares     14,331     14,438  
  Additional paid-in capital     56,220     56,811  
  Accumulated other comprehensive loss     (4,866 )   (11,944 )
  Retained earnings     28,408     17,548  
   
 
 
Total stockholders' equity     94,718     77,478  
   
 
 
Total liabilities and stockholders' equity   $ 6,332,943   $ 6,042,266  
   
 
 

See accompanying notes.

3



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)

 
  Three Months Ended June 30,
  Six Months Ended June 30,
 
 
  2003
  2002
  2003
  2002
 
Revenues:                          
  Traditional life and accident and health insurance premiums   $ 3,256   $ 4,383   $ 6,858   $ 7,320  
  Annuity and single premium universal life product charges     5,494     3,459     11,225     6,476  
  Net investment income     84,182     76,592     174,824     144,178  
  Realized gains (losses) on investments     7,592     569     7,788     (518 )
  Change in fair value of derivatives     33,053     (34,314 )   19,091     (43,986 )
   
 
 
 
 
Total revenues     133,577     50,689     219,786     113,470  

Benefits and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Insurance policy benefits and change in future policy benefits     3,261     2,703     5,584     5,024  
  Interest credited to account balances     56,111     42,801     109,815     79,023  
  Change in fair value of embedded derivatives     39,290     (22,756 )   41,234     (17,411 )
  Interest expense on notes payable     369     539     804     1,096  
  Interest expense on General Agency Commission and Servicing Agreement     804     949     1,713     1,999  
  Interest expense on amounts due under repurchase agreements             436      
  Other interest expense     65     771     138     888  
  Amortization of deferred policy acquisition costs     15,442     10,756     26,932     17,890  
  Other operating costs and expenses     6,628     6,661     12,827     9,966  
   
 
 
 
 
Total benefits and expenses     121,970     42,424     199,483     98,475  
   
 
 
 
 

Income before income taxes, minority interests

 

 

11,607

 

 

8,265

 

 

20,303

 

 

14,995

 
Income tax expense     3,363     2,152     5,721     3,762  
   
 
 
 
 
Income before minority interests     8,244     6,113     14,582     11,233  
Minority interests in subsidiaries:                          
  Earnings attributable to company-obligated mandatorily redeemable preferred securities of subsidiary trusts     1,861     1,862     3,722     3,724  
   
 
 
 
 
Net income   $ 6,383   $ 4,251   $ 10,860   $ 7,509  
   
 
 
 
 

Earnings per common share

 

$

0.39

 

$

0.26

 

$

0.67

 

$

0.46

 
   
 
 
 
 

Earnings per common share—assuming dilution

 

$

0.37

 

$

0.23

 

$

0.61

 

$

0.41

 
   
 
 
 
 

See accompanying notes.

4



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share data)
(Unaudited)

 
  Preferred Stock
  Common Stock
  Additional Paid-in Capital
  Accumulated Other Comprehensive Loss
  Retained Earnings
  Total Stockholders' Equity
 
Balance at January 1, 2002   $ 625   $ 14,517   $ 57,452   $ (33,531 ) $ 3,504   $ 42,567  
Comprehensive income:                                      
  Net income for period                     7,509     7,509  
  Change in net unrealized investment gains/losses                 15,194         15,194  
                                 
 
Total comprehensive income                                   22,703  
Issuance of 34,228 shares of common stock         34     103             137  
Acquisition of 109,000 shares of common stock         (109 )   (678 )           (787 )
   
 
 
 
 
 
 
Balance at June 30, 2002   $ 625   $ 14,442   $ 56,877   $ (18,337 ) $ 11,013   $ 64,620  
   
 
 
 
 
 
 

Balance at January 1, 2003

 

$

625

 

$

14,438

 

$

56,811

 

$

(11,944

)

$

17,548

 

$

77,478

 
Comprehensive income:                                      
  Net income for period                     10,860     10,860  
  Change in net unrealized investment gains/losses                 7,078         7,078  
                                 
 
Total comprehensive income                                   17,938  
Acquisition of 1,369,500 shares of common stock         (1,369 )   (7,533 )           (8,902 )
Transfer of 1,262,136 shares of common stock to the NMO Deferred Compensation Trust         1,262     6,942             8,204  
   
 
 
 
 
 
 
Balance at June 30, 2003   $ 625   $ 14,331   $ 56,220   $ (4,866 ) $ 28,408   $ 94,718  
   
 
 
 
 
 
 

        Total comprehensive income for the second quarter of 2003 was $15.5 million and was comprised of net income of $6.4 million and a decrease in net unrealized depreciation of available for sale fixed maturity securities and equity securities of $9.1 million.

        Total comprehensive income for the second quarter of 2002 was $77.6 million and was comprised of net income of $4.3 million and a decrease in net unrealized depreciation of available for sale fixed maturity securities and equity securities of $73.3 million.

See accompanying notes.

5



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

 
  Six months ended June 30,
 
 
  2003
  2002
 
Operating activities              
Net income   $ 10,860   $ 7,509  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:              
 
Adjustments related to interest sensitive products:

 

 

 

 

 

 

 
    Interest credited to account balances     109,815     79,023  
    Annuity and single premium universal life product charges     (11,225 )   (6,476 )
  Change in fair value of embedded derivatives     41,234     (17,411 )
  Increase in traditional life insurance and accident and health reserves     4,122     4,681  
  Policy acquisition costs deferred     (48,622 )   (87,870 )
  Amortization of deferred policy acquisition costs     26,932     17,890  
  Provision for depreciation and other amortization     566     553  
  Amortization of discount and premiums on fixed maturity securities     (86,474 )   (53,539 )
  Realized losses (gains) on investments     (7,788 )   518  
  Change in fair value of derivatives     (19,091 )   43,986  
  Deferred income taxes     6,588     (662 )
  Reduction of amounts due to related party under General Agency Commission and Servicing Agreement     (9,368 )   (8,939 )
 
Changes in other operating assets and liabilities:

 

 

 

 

 

 

 
    Accrued investment income     14,021     (8,297 )
    Receivables from related parties     4,607     4,277  
    Federal income taxes recoverable/payable     (15,182 )   6,339  
    Other policy funds and contract claims     11,436     7,811  
    Other amounts due to related parties     22,300     (3,469 )
    Other liabilities     9,288     (3,345 )
  Other     (910 )   1,248  
   
 
 
Net cash provided (used in) by operating activities     63,109     (16,173 )

Investing Activities

 

 

 

 

 

 

 
Sales, maturities, or repayments of investments:              
  Fixed maturity securities—available for sale     1,710,151     455,737  
  Fixed maturity securities—held for investment     553,741      
  Equity securities—available for sale     10,579     1,175  
  Mortgage loans on real estate     4,121     1,037  
  Derivative instruments     15,886     4,626  
   
 
 
      2,294,478     462,575  

Acquisition of investments:

 

 

 

 

 

 

 
  Fixed maturity securities—available for sale     (995,283 )   (828,983 )
  Fixed maturity securities—held for investment     (1,239,181 )   (215,161 )
  Equity securities—available for sale     (47,078 )   (4,229 )
  Mortgage loans on real estate     (135,060 )   (75,640 )
  Derivative instruments     (33,758 )   (47,933 )
  Policy loans     (3 )   (13 )
   
 
 
      (2,450,363 )   (1,171,959 )

Purchases of property, furniture and equipment

 

 

(285

)

 

(421

)
   
 
 
Net cash used in investing activities     (156,170 )   (709,805 )

6


AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)

 
  Six months ended June 30,
 
 
  2003
  2002
 
Financing activities              
Receipts credited to annuity and single premium universal life policyholder account balances   $ 492,356   $ 841,996  
Return of annuity and single premium universal life policyholder account balances     (236,771 )   (145,098 )
Financing fees incurred and deferred     (91 )    
Decrease in amounts due under repurchase agreements     (141,731 )    
Repayments of notes payable     (7,666 )   (6,667 )
Amounts due to reinsurers     (10,226 )   (1,364 )
Net acquisition of common stock     (8,902 )   (650 )
   
 
 
Net cash provided by financing activities     86,969     688,217  
   
 
 
Decrease in cash and cash equivalents     (6,092 )   (37,761 )

Cash and cash equivalents at beginning of period

 

 

21,163

 

 

184,130

 
   
 
 
Cash and cash equivalents at end of period   $ 15,071   $ 146,369  
   
 
 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 
Cash paid (received) during period for:              
  Interest on notes payable and repurchase agreements   $ 1,338   $ 2,109  
  Income taxes—life subsidiaries     14,315     (1,915 )

Non-cash financing and investing activities:

 

 

 

 

 

 

 
  Bonus interest deferred as policy acquisition costs     15,233     13,560  
  Transfer of 1,262,136 shares of common stock to NMO Deferred Compensation Trust     8,204      

See accompanying notes.

7



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)

1.     Basis of Presentation

        The accompanying unaudited consolidated financial statements of American Equity Investment Life Holding Company (the Company) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. The unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring items, which are necessary to present fairly our financial position and results of operations on a basis consistent with the prior audited financial statements. Operating results for the three-month and six-month periods ended June 30, 2003, are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. For further information, refer to the consolidated financial statements and notes for the year ended December 31, 2002 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

        In May 2003, the Financial Accounting Standards Board (FASB) issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Statement No. 150 must be applied immediately to instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the third quarter of 2003. Our company-obligated mandatorily redeemable preferred securities of subsidiary trusts, with an aggregate carrying value of $100.7 million at June 30, 2003, will be reclassified to liabilities upon adoption of this Statement. There will not be any adjustment to the carrying values of these instruments upon reclassification. Amounts previously classified as dividends from these financial instruments (approximately $1.9 million per quarter) will be recorded as interest expense upon adoption of Statement No. 150 on a prospective basis. The adoption of Statement No. 150 will not impact net income applicable to common stock or earnings per common share.

        In June 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts". The SOP provides guidance on the accounting for sales inducements. We expect to adopt this SOP when it becomes effective in the first quarter of 2004 and will need to change our presentation of deferred expenses relating to sales inducements at the time.

        Certain amounts in the unaudited consolidated financial statements for the period ended June 30, 2002 have been reclassified to conform to the financial statement presentation for June 30, 2003 and December 31, 2002.

2.     General Agency Commission and Servicing Agreement

        The Company has a General Agency Commission and Servicing Agreement with American Equity Investment Service Company (the Service Company), wholly owned by the Company's chairman, whereby, the Service Company acts as a national supervisory agent with responsibility for paying commissions to agents of the Company. This Agreement is more fully described in Note 8 to the Audited Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

        During the six months ended June 30, 2003 and 2002, the Company paid renewal commissions to the Service Company of $11.1 million and $10.9 million, respectively, which were used to reduce the amount due under the General Agency Commission and Servicing Agreement, and amounts attributable to imputed interest.

        As one of its sources of funds the Service Company borrowed money from the Company. At June 30, 2003 and December 31, 2002, the amounts receivable from the Service Company totaled $15.8 million and $20.5 million, respectively. Principal and interest are payable quarterly over the five years from the date of the advance.

8



3.     Reinsurance

        The Company has given notice of termination and recapture of all reserves subject to a reinsurance agreement with a subsidiary of Swiss Reinsurance Company ("Swiss Re"). This agreement is more fully described in Note 5 to the Audited Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. The termination and recapture is to be effective on September 30, 2003.

        The Company has also entered into a reinsurance transaction with Hannover Life Reassurance Company ("Hannover") to be effective on September 30, 2003. This transaction and the underlying agreement are similar to the transaction with Hannover that was entered into during 2002. The 2002 transaction with Hannover is more fully described in Note 5 to the Audited Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

        Each of these transactions are treated as reinsurance under statutory accounting practices and as financial reinsurance under GAAP. The statutory surplus benefit that will be eliminated by the termination of the Swiss Re agreement will be replaced by the statutory surplus benefit provided by the new Hannover agreement. The termination of the Swiss Re agreement will result in the full repayment of the expense allowance allowed under the agreement which was previously being repaid ratably over a five-year period and is reported in the consolidated balance sheets as "Amounts due to Reinsurer".

4.     Notes Payable

        The Company amended its credit agreement during August 2003. The amended agreement requires that the financial strength ratings for American Equity Investment Life Insurance Company issued by A.M. Best and Standard & Poor's may not be less than the current financial strength ratings of B++ and BBB+, respectively. The line of credit is more fully described in Note 7 to the Audited Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

5.     Retirement and Stock Compensation Plans

        During the second quarter of 2003, the Company created a Rabbi Trust, the NMO Deferred Compensation Trust (the "Trust") and contributed 1,262,136 shares of its common stock to the Trust to fund the vested share liability as of January 1, 2003 established under the American Equity Investment NMO Deferred Compensation Plan. This Plan is more fully described in Note 10 to the Audited Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. In accordance with FASB's Emerging Issues Task Force Issue No. 97-14, "Accounting for Deferred Compensation Arrangements where Amounts Earned are Held in a Rabbi Trust and Invested", the stock held in the Trust is included as part of common stock issued and outstanding.

9



6.     Earnings Per Share

        The following table sets forth the computation of earnings per common share and earnings per common share—assuming dilution:

 
  Three Months Ended June 30,
  Six months Ended June 30,
 
  2003
  2002
  2003
  2002
 
  (Dollars in thousands, except per share data)

Numerator:                        
Net income   $ 6,383   $ 4,251   $ 10,860   $ 7,509
   
 
 
 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 
Weighted average common shares outstanding     14,372,382     14,523,636     14,405,234     14,518,555
Participating preferred stock     1,875,000     1,875,000     1,875,000     1,875,000
   
 
 
 
Denominator for earnings per common share     16,247,382     16,398,636     16,280,234     16,393,555

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 
  Stock options, management subscription rights and warrants     377,812     831,632     377,812     835,448
  Deferred compensation agreements     778,638     1,088,354     1,162,419     1,088,354
   
 
 
 

Denominator for earnings per common share—assuming dilution

 

 

17,403,832

 

 

18,318,622

 

 

17,820,465

 

 

18,317,357
   
 
 
 

Earnings per common share

 

$

0.39

 

$

0.26

 

$

0.67

 

$

0.46
   
 
 
 

Earnings per common share—assuming dilution

 

$

0.37

 

$

0.23

 

$

0.61

 

$

0.41
   
 
 
 

        The effect of the convertible stock of the subsidiary trust has not been included in the computation of dilutive earnings per common share as the effect is antidilutive.

10



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        Management's discussion and analysis reviews our consolidated financial position at June 30, 2003, and the consolidated results of operations for the periods ended June 30, 2003 and 2002, and where appropriate, factors that may affect future financial performance. This analysis should be read in conjunction with the 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, 2002.

        All statements, trend analyses and other information contained in this report and elsewhere (such as in filings by us with the Securities and Exchange Commission, press releases, presentations by us or our management or oral statements) relative to markets for our products and trends in our operations or financial results, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those contemplated by the forward-looking statements. Such factors include, among other things:

11


Results of Operations

Three and Six Months Ended June 30, 2003 and 2002

        Premiums and deposits (before and net of coinsurance) collected during the six months ended June 30, 2003 and 2002, by product category, were as follows:

 
  Six months ended June 30,
  Six months ended June 30,
Product Type

  2003
  2002
  2003
  2002
 
  (Dollars in thousands)
(Before coinsurance)

  (Dollars in thousands)
(Net of coinsurance)

Equity Index Annuities:                        
  Index Strategies   $ 307,148   $ 456,064   $ 187,212   $ 275,628
  Fixed Strategy     163,813     328,109     99,846     198,297
   
 
 
 
      470,961     784,173     287,058     473,925

Fixed Rate Annuities:

 

 

 

 

 

 

 

 

 

 

 

 
  Single-Year Rate Guaranteed     283,240     288,868     172,088     174,833
  Multi-Year Rate Guaranteed     33,210     193,238     33,210     193,238
   
 
 
 
      316,450     482,106     205,298     368,071

Life Insurance

 

 

6,493

 

 

6,925

 

 

6,493

 

 

6,925
Accident and Health     365     395     365     395
Variable Annuities         28         28
   
 
 
 
    $ 794,269   $ 1,273,627   $ 499,214   $ 849,344
   
 
 
 

        For information related to our coinsurance agreement, see Note 5 of the Notes to Consolidated Financial Statements found in the Annual Report on Form 10-K.

        The reduction in annuity deposits in 2003 resulted from actions taken by us to manage our capital position, including reductions in our interest crediting rates on both new and existing annuities, reductions in sales commissions and suspension of sales of certain annuity products. We will continue to monitor our levels of production and take such actions as we believe appropriate to help maintain our rate of production within the range that our statutory capital and surplus of our life subsidiaries will support.

        Our net income increased 50% to $6.4 million for the second quarter of 2003, and 45% to $10.9 million for the six months ended June 30, 2003, compared to $4.3 million and $7.5 million for the same period in 2002. The growth in net income is directly tied to: (i) growth in our assets, (ii) decreases in interest crediting rates, and (iii) realized gains on sales of investments.

        Annuity and single premium universal life product charges (surrender charges assessed against policy withdrawals and mortality and expense charges assessed against single premium universal life policyholder account balances) increased 59% to $5.5 million for the second quarter of 2003, and 73% to $11.2 million for the six months ended June 30, 2003 compared to $3.5 million and $6.5 million for the same periods in 2002. These increases are principally attributable to the growth in our annuity business and correspondingly, an increase in annuity policy withdrawals subject to surrender charges. Withdrawals from annuity and single premium universal life policies were $236.8 for the six months ended June 30, 2003 compared to $145.1 million for the same period in 2002.

        Net investment income increased 10% to $84.2 million in the second quarter of 2003, and 21% to $174.8 million for the six months ended June 30, 2003 compared to $76.6 million and $144.2 million for the same periods in 2002. These increases are principally attributable to the growth in our annuity business and corresponding increases in our invested assets. Invested assets (amortized cost basis) increased 20% to $5,499.4 million at June 30, 2003 compared to $4,574.0 million at June 30, 2002, while the weighted average yield earned on average invested assets was 6.72% for the six months ended June 30, 2003 compared to 6.92% for the same period in 2002.

        Realized gains (losses) on the sale of investments were $7.6 million in the second quarter of 2003 compared to $0.6 million for the same period in 2002. For the six months ended June 30, 2003, we had realized gains of $7.8 million compared to realized losses of $0.5 million for the same period in 2002. In the first six months of

12



2003, realized gains of $7.8 million included: (i) net realized gains of $10.7 million on the sale of certain corporate fixed maturity and equity securities and (ii) the write down of $2.9 million in the fair value of a security in recognition of an "other than temporary" impairment.

        Change in fair value of derivatives that we hold to fund the annual index credits on our index annuities was an increase of $33.1 million in the second quarter of 2003, and an increase of $19.1 million for the six months ended June 30, 2003 compared to a decline of $34.3 million and a decline of $44.0 million for the same periods in 2002. The difference between the change in fair value of derivatives between the periods is primarily due to the performance of the indexes upon which our call options are based. The change in fair value of derivatives arises from SFAS No. 133, which requires that we mark to market the purchased call options we use to fund the annual index credits on our index annuities. We include this as a component of our revenues. See Critical Accounting Policies—Derivative Instruments—Equity Index Products included in Management's Discussion and Analysis found in the Annual Report on Form 10-K.

        Interest credited to account balances increased 31% to $56.1 million in the second quarter of 2003, and 39% to $109.8 million for the six months ended June 30, 2003 compared to $42.8 million and $79.0 for the same periods in 2002. These increases are principally attributable to the increase in annuity liabilities, and also to the increased costs of funding the minimum guaranteed interest credited on our index policies, as described below. Such increases were offset in part by several reductions in interest crediting rates that we implemented in 2003 and 2002 in connection with our spread management process.

        Weighted average crediting rates as of June 30, 2003 and 2002 for our annuity liabilities, are summarized as follows:

 
  Fixed Rate (without bonuses)
  Fixed Rate (with bonuses)
  Net Equity Index Costs
 
June 30, 2003   4.58 % 5.15 % 3.79 %
June 30, 2002   5.37 % 5.75 % 3.54 %

        The above weighted average crediting rates for our fixed rate annuities include multi-year rate guaranteed, annually adjustable rate products and the portion of index annuity liabilities allocated to an annually adjustable fixed rate option. Such rates are disclosed with and without the impact of first-year bonuses paid to policyholders. Generally such bonuses are deducted from the commissions paid to sales agents on such products and deferred as policy acquisition costs. With respect to our index annuities, index costs represent the expenses we incur to fund the annual index credits and minimum guaranteed interest credited on the index business. Gains realized on such options are recorded as part of the change in fair value of derivatives, and are also reflected as an expense in interest credited to annuity policyholder account balances. In addition to the cost of options to fund the annual index credits on the index business, we credited to policyholder accounts minimum guarantees during the six months ended June 30, 2003 and 2002 on these contracts. The estimated weighted average cost of credits to policyholder accounts for these minimum guarantees on these contracts during the six months ended June 30, 2003 and 2002 was 0.27% and 0.24%, respectively. See Critical Accounting Policies—Derivatives Instruments—Equity Index Products and Note 1 of the Notes to Consolidated Financial Statements found in the Annual Report on Form 10-K.

        Change in fair value of embedded derivatives increased to $39.3 million in the second quarter of 2003 and to $41.2 million for the six months ended June 30, 2003 compared to ($22.8) million and ($17.4) million for the same periods in 2002. These amounts arise from SFAS No. 133, which requires recognition of the change in estimated fair value of index annuity reserves. Under SFAS No. 133, the annual crediting liabilities on our index annuities are treated as a "series of embedded derivatives" over the life of the applicable contracts. We are required to estimate the fair value of these future liabilities by projecting the cost of the annual options we will purchase in the future to fund index credits. See Critical Accounting Policies—Derivative Instruments—Equity Index Products and Note 1 of the Notes to Consolidated Financial Statements found in the Annual Report on Form 10-K.

        Amortization of deferred policy acquisition costs increased 44% to $15.4 million in the second quarter of 2003, and 50% to $26.9 million for the six months ended June 30, 2003 compared to $10.8 million and $17.9 million for the same periods in 2002. This increase is due to growth in our annuity business as discussed above. Additional amortization associated with realized gains on investments sold during the second quarter of 2003 was $3.7 million in the second quarter and first six months of 2003. See Notes 1 and 4 of the Notes to Consolidated Financial Statements found in the Annual Report on Form 10-K.

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        Other operating costs and expenses totaled $6.6 million in the second quarter of 2003 compared to $6.7 million for the same period in 2002. Other operating costs and expenses increased 29% to $12.8 million for the six months ended June 30, 2003 compared to $9.9 million for the same periods in 2002. This increase is principally attributable to increases in marketing expenses, employees and related salaries and costs of employment due to growth in our annuity business. In addition, during the first quarter of 2002 we received a refund of approximately $0.5 million as a result of the cancellation of our agents convention scheduled for the week of September 11, 2001, which reduced our other operating costs and expenses for the first six months of 2002.

        Income tax expense increased 56% to $3.4 million in the second quarter of 2003, and 52% to $5.7 million for the six months ended June 30, 2003 compared to $2.2 million and $3.8 million for the same periods in 2002. The increase is principally due to an increase in pretax income. Our effective tax rate for the second quarter of 2003 and the six months ended June 2003 were 29% and 28%, respectively compared to 26% and 25% for the same periods in 2002. These effective income tax rates varied from the applicable statutory federal income tax rate of 35% principally due to (i) the impact of earnings attributable to company-obligated mandatorily redeemable preferred securities of subsidiary trusts; and (ii) the impact of state taxes on the federal income tax expense. See Note 6 of the Notes to Consolidated Financial Statements found in the Annual Report on Form 10-K.

Financial Condition

Investments

        Cash and investments increased to $5,585.5 million at June 30, 2003 compared to $5,327.8 at December 31, 2002 as a result of the growth in our annuity business discussed above and a decrease in the unrealized loss on our available for sale fixed maturity and equity securities. At June 30, 2003, the fair value of our available for sale fixed maturity and equity securities was $19.0 million less than the amortized cost of those investments, compared to $44.8 million at December 31, 2002. At June 30, 2003, the amortized cost of our fixed maturity securities held for investment exceeded the market value by $2.5 million, compared to $1.8 million at December 31, 2002. The decrease in the net unrealized investment losses at June 30, 2003 compared to December 31, 2002 is related to a decrease of approximately 30 basis points in market interest rates. Such unrealized losses are recognized in the accumulated other comprehensive loss component of stockholders' equity, net of related changes in the amortization of deferred policy acquisition costs and deferred income taxes.

        Our investment portfolio is summarized in the tables below:

 
  June 30, 2003
  December 31, 2002
 
 
  Carrying Amount
  Percent
  Carrying Amount
  Percent
 
 
  (Dollars in thousands)

 
Fixed maturities:                      
  United States Government and agencies   $ 4,212,836   75.4 % $ 4,207,840   79.0 %
  State, municipal, and other governments           5,631   0.1 %
  Public utilities     27,187   0.5 %   51,023   1.0 %
  Corporate securities     355,624   6.4 %   413,743   7.8 %
  Redeemable preferred stocks     15,592   0.3 %   12,822   0.2 %
  Mortgage and asset-backed securities                      
    United States Government and agencies     51,789   0.9 %   70,047   1.3 %
    Non-government     296,054   5.3 %   141,548   2.7 %
   
 
 
 
 
  Total fixed maturities     4,959,082   88.8 %   4,902,654   92.1 %
Equity securities     55,674   1.0 %   17,006   0.3 %
Mortgage loans on real estate     465,278   8.3 %   334,339   6.3 %
Derivative instruments     90,103   1.6 %   52,313   1.0 %
Policy loans     298       295    
Cash and cash equivalents     15,071   0.3 %   21,163   0.3 %
   
 
 
 
 
    Total cash and investments   $ 5,585,506   100.0 % $ 5,327,770   100.0 %
   
 
 
 
 

14


        The amortized cost and estimated fair value of fixed maturity securities and equity securities at June 30, 2003 and December 31, 2002 that were in an unrealized loss position were as follows:

 
  June 30, 2003
 
  Amortized Cost
  Unrealized Losses
  Estimated Fair Value
 
  (Dollars in thousands)

Fixed maturity securities:                  
  Available for sale:                  
    United States Government and agencies   $ 304,828   $ (858 ) $ 303,970
    Corporate securities     83,014     (13,474 )   69,540
    Mortgage and asset-backed securities:                  
      Non-government     214,130     (35,116 )   179,014
   
 
 
    $ 601,972   $ (49,448 ) $ 552,524
   
 
 
 
Held for investment:

 

 

 

 

 

 

 

 

 
    United States Government and agencies   $ 789,151   $ (7,057 ) $ 782,094
   
 
 
    $ 789,151   $ (7,057 ) $ 782,094
   
 
 

Equity securities:

 

 

 

 

 

 

 

 

 
  Non-redeemable preferred stocks   $ 7,500   $ (12 ) $ 7,488
  Common stocks     5,133     (735 )   4,398
   
 
 
    $ 12,633   $ (747 ) $ 11,886
   
 
 

 


 

December 31, 2002

 
  Amortized Cost
  Unrealized Losses
  Estimated Fair Value
 
  (Dollars in thousands)

Fixed maturity securities:                  
  Available for sale:                  
    United States Government and agencies   $ 179,828   $ (1,907 ) $ 177,921
    Public utilities     10,008     (2,907 )   7,101
    Corporate securities     210,826     (19,408 )   191,418
    Redeemable preferred stocks     1,000     (240 )   760
    Mortgage and asset-backed securities:                  
      United States Government and agencies     50,250     (3,752 )   46,498
      Non-government     153,616     (43,008 )   110,608
   
 
 
    $ 605,528   $ (71,222 ) $ 534,306
   
 
 
 
Held for investment:

 

 

 

 

 

 

 

 

 
    United States Government and agencies   $ 230,231   $ (579 ) $ 229,652
   
 
 
    $ 230,231   $ (579 ) $ 229,652
   
 
 

Equity securities:

 

 

 

 

 

 

 

 

 
  Non-redeemable preferred stocks   $ 2,650   $ (110 ) $ 2,540
  Common stocks     5,874     (1,223 )   4,651
   
 
 
    $ 8,524   $ (1,333 ) $ 7,191
   
 
 

        The amortized cost and estimated fair value of fixed maturity securities at June 30, 2003 and December 31, 2002, 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

15



without call or prepayment penalties. All of our mortgage-backed and asset-backed securities provide for periodic payments throughout their lives, and are shown below as a separate line.

 
  June 30, 2003
 
  Available-for-sale
  Held for investment
 
  Amortized Cost
  Estimated Fair Value
  Amortized Cost
  Estimated Fair Value
 
  (Dollars in thousands)

Due after one year through five years   $ 5   $ 5   $   $
Due after five years through ten years     5,415     5,350        
Due after ten years through twenty years     341,503     335,626        
Due after twenty years     40,919     32,529     789,151     782,094
   
 
 
 
      387,842     373,510     789,151     782,094

Mortgage-backed and asset-backed securities

 

 

214,130

 

 

179,014

 

 


 

 

   
 
 
 
    $ 601,972   $ 552,524   $ 789,151   $ 782,094
   
 
 
 

 


 

December 31, 2002

 
  Available-for-sale
  Held for investment
 
  Amortized Cost
  Estimated Fair Value
  Amortized Cost
  Estimated Fair Value
 
  (Dollars in thousands)

Due after one year through five years   $ 5   $ 4   $   $
Due after five years through ten years     48,785     45,522        
Due after ten years through twenty years     65,430     56,339        
Due after twenty years     287,442     275,335     230,231     229,652
   
 
 
 
      401,662     377,200     230,231     229,652

Mortgage-backed and asset-backed securities

 

 

203,866

 

 

157,106

 

 


 

 

   
 
 
 
    $ 605,528   $ 534,306   $ 230,231   $ 229,652
   
 
 
 

        The table below presents our fixed maturity securities by NAIC designation and the equivalent ratings of the nationally recognized securities rating organizations.

 
   
  June 30, 2003
  December 31, 2002
 
NAIC
Designation

  Rating Agency Equivalent
  Carrying Amount
  Percent
  Carrying Amount
  Percent
 
 
   
  (Dollars in thousands)

 
1   Aaa/Aa/A   $ 4,731,116   95.4 % $ 4,624,824   94.3 %
2   Baa     174,595   3.5 %   230,847   4.7 %
3   Ba     23,016   0.5 %   37,478   0.8 %
4   B     23,354   0.5 %   7,505   0.2 %
5   Caa and lower     7,001   0.1 %   2,000    
6   In or near default              
       
 
 
 
 
    Total fixed maturities   $ 4,959,082   100.0 % $ 4,902,654   100.0 %
       
 
 
 
 

        Approximately 76% and 80% of our total invested assets at June 30, 2003 and December 31, 2002, respectively, were in United States Government and agency fixed maturity securities including government guaranteed mortgage-backed securities. Corporate securities represented approximately 6% and 8% at June 30, 2003 and December 31, 2002, respectively, of our total invested assets. There are no other significant concentrations in the portfolio by type of security or by industry.

        At June 30, 2003 and December 31, 2002, the fair value of investments we owned that were non-investment grade or not rated were $58.1 million and $51.9 million, respectively. The unrealized losses on investments we owned that were non-investment grade or not rated at June 30, 2003 and December 31, 2002, were $15.5 million and $19.8 million, respectively.

        At June 30, 2003 and December 31, 2002, we identified certain invested assets which have characteristics (i.e significant unrealized losses compared to book value and industry trends) creating uncertainty as to our future assessment of other than temporary impairments which are listed below by length of time these invested assets

16



have been in an unrealized loss position. We have excluded from this list securities with unrealized losses which are related to market movements in interest rates.

 
  June 30, 2003
 
  Amortized Cost
  Unrealized Losses
  Fair Value
 
  (Dollars in thousands)

3 months or less   $   $   $
Greater than 3 months to 6 months            
Greater than 6 months to 9 months     28,179     (12,571 )   15,608
Greater than 9 months to 12 months     16,173     (2,398 )   13,775
Greater than 12 months     17,086     (8,600 )   8,486
   
 
 
    $ 61,438   $ (23,569 ) $ 37,869
   
 
 

 


 

December 31, 2002

 
  Amortized Cost
  Unrealized Losses
  Fair Value
 
  (Dollars in thousands)

3 months or less   $ 39,853   $ (14,815 ) $ 25,038
Greater than 3 months to 6 months     15,628     (4,050 )   11,578
Greater than 6 months to 9 months            
Greater than 9 months to 12 months     6,185     (3,185 )   3,000
Greater than 12 months     40,067     (13,956 )   26,111
   
 
 
    $ 101,733   $ (36,006 ) $ 65,727
   
 
 

        We have reviewed these investments and concluded that there was no other than temporary impairment on these investments at June 30, 2003 and December 31, 2002. The factors that we considered in making this determination included the financial condition and near-term prospects of the issuer, whether the issuer is current on all payments and all contractual payments have been made, our intent and ability to hold the investment to allow for any anticipated recovery and the length of time and extent to which the fair value has been less than cost. During the first six months of 2003, we took a $2.9 million writedown on a security that we concluded did have an other than temporary impairment.

        At June 30, 2003, we held $465.3 million of mortgage loans compared to $334.3 at December 31, 2002. These mortgage loans are diversified as to property type, location, and loan size, and are collateralized by the related properties. Our mortgage lending policies establish limits on the amount that can be loaned to one borrower and

17



require diversification by geographic location and collateral type. The commercial mortgage loan portfolio is diversified by geographic region and specific collateral property type as follows:

 
  June 30, 2003
  December 31, 2002
 
 
  Carrying Amount
  Percent
  Carrying Amount
  Percent
 
 
  (Dollars in thousands)

 
Geographic distribution                      
East   $ 79,420   17.1 % $ 51,785   15.5 %
Middle Atlantic     57,159   12.3 %   40,879   12.2 %
Mountain     55,393   11.9 %   26,478   7.9 %
New England     24,761   5.3 %   13,242   4.0 %
Pacific     33,710   7.2 %   20,499   6.1 %
South Atlantic     103,659   22.3 %   96,401   28.8 %
West     111,176   23.9 %   85,055   25.5 %
   
 
 
 
 
  Total   $ 465,278   100.0 % $ 334,339   100.0 %
   
 
 
 
 

 


 

June 30, 2003


 

December 31, 2002


 
 
  Carrying Amount
  Percent
  Carrying Amount
  Percent
 
 
  (Dollars in thousands)

 
Property type distribution                      
Office   $ 205,547   44.2 % $ 126,818   37.9 %
Retail     132,920   28.6 %   101,485   30.4 %
Industrial     84,358   18.1 %   70,141   21.0 %
Hotel     21,021   4.5 %   21,218   6.3 %
Apartment     961   0.2 %   968   0.3 %
Mixed use/other     20,471   4.4 %   13,709   4.1 %
   
 
 
 
 
  Total   $ 465,278   100.0 % $ 334,339   100.0 %
   
 
 
 
 

Liquidity

        We did not issue any equity or debt securities during the first six months of 2003. For information related to the Company's notes payable and requirements under the related credit agreement, see Note 4 of the Notes to Consolidated Financial Statements included elsewhere in this report and Note 7 of the Notes to Consolidated Financial Statements found in the Annual Report on Form 10-K.

        The statutory capital and surplus of our life insurance subsidiaries at June 30, 2003 was $234.9 million. American Equity Investment Life Insurance Company ("American Equity Life") made surplus note interest payments to us of $2.4 million during the six months ended June 30, 2003. For the remainder of 2003, up to $25.9 million can be distributed by American Equity Life as dividends without prior regulatory approval. Dividends may be made only out of earned surplus, and all surplus note payments are subject to prior approval by regulatory authorities. American Equity Life had $55.1 million of earned surplus at June 30, 2003.

        The transfer of funds by American Equity Investment Life is also restricted by certain covenants in our bank credit facility, which, among other things, requires American Equity Life to maintain statutory capital and surplus (including asset valuation and interest maintenance reserves) of $140 million plus 25% of statutory net income and 75% of the capital contributions to American Equity Life for periods subsequent to December 31, 1999. Under the most restrictive of these limitations, approximately $25.9 million of our earned surplus at June 30, 2003 would be available for distribution by American Equity Life to the parent company in the form of dividends or other distributions.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We seek to invest our available funds in a manner that will maximize shareholder value and fund future obligations to policyholders and debtors, subject to appropriate risk considerations. We seek to meet this objective through investments that: (i) consist predominately of investment grade fixed maturity securities; (ii) have projected returns which satisfy our spread targets; and (iii) have characteristics which support the underlying

18



liabilities. Many of our products incorporate surrender charges, market interest rate adjustments or other features to encourage persistency.

        We seek to maximize the total return on our available for sale investments through active investment management. Accordingly, we have determined that our available for sale portfolio of fixed maturity securities is available to be sold in response to: (i) changes in market interest rates; (ii) changes in relative values of individual securities and asset sectors; (iii) changes in prepayment risks; (iv) changes in credit quality outlook for certain securities; (v) liquidity needs: and (vi) other factors. We have a portfolio of held for investment securities which consists principally of zero coupon bonds issued by U.S. government agencies. These securities are purchased to secure long-term yields which meet our spread targets and support the underlying liabilities.

        Interest rate risk is our primary market risk exposure. Substantial and sustained increases and decreases in market interest rates can affect the profitability of our products and the market value of our investments. The profitability of most of our products depends on the spreads between interest yield on investments and rates credited on insurance liabilities. We have the ability to adjust crediting rates (participation or asset fee rates for index annuities) on substantially all of our annuity policies at least annually (subject to minimum guaranteed values). In addition, substantially all of our annuity products have surrender and withdrawal penalty provisions designed to encourage persistency and to help ensure targeted spreads are earned. However, competitive factors, including the impact of the level of surrenders and withdrawals, may limit our ability to adjust or maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions. A major component of our interest rate risk management program is structuring the investment portfolio with cash flow characteristics consistent with the cash flow characteristics of our insurance liabilities. We use computer models to simulate cash flows expected from our existing business under various interest rate scenarios. These simulations enable us to measure the potential gain or loss in fair value of our interest rate-sensitive financial instruments, to evaluate the adequacy of expected cash flows from our assets to meet the expected cash requirements of our liabilities and to determine if it is necessary to lengthen or shorten the average life and duration of our investment portfolio. (The "duration" of a security is the time weighted present value of the security's expected cash flows and is used to measure a security's sensitivity to changes in interest rates.) When the durations of assets and liabilities are similar, exposure to interest rate risk is minimized because a change in value of assets should be largely offset by a change in the value of liabilities. At June 30, 2003, the effective duration of our cash and invested assets backing our insurance liabilities was approximately 7.76 years and the estimated duration of our insurance liabilities was approximately 6.44 years.

        If interest rates were to increase 10% (35 basis points) from levels at June 30, 2003, we estimate that the fair value of our fixed maturity securities would decrease by approximately $166.0 million. If interest rates were to increase 50 basis points from the levels at June 30, 2003, the effective duration of our cash and invested assets backing our insurance liabilities would be approximately 11.0 years. The computer models used to estimate the impact of a 10% or 50 basis points change in market interest rates incorporate numerous assumptions, require significant estimates and assume an immediate and parallel change in interest rates without any management of the investment portfolio in reaction to such change. Consequently, potential changes in value of our financial instruments indicated by the simulations will likely be different from the actual changes experienced under given interest rate scenarios, and the differences may be material. Because we actively manage our investments and liabilities, our net exposure to interest rates can vary over time.

        At June 30, 2003, 80.6% of our fixed income securities have call features and 11.8% are subject to current redemption. Another 47.9% will become subject to call redemption through December 31, 2003. During the six months ended June 30, 2003, we received $1,853.5 million in net redemption proceeds related to the exercise of such call options. We have reinvestment risk related to these redemptions to the extent we cannot reinvest the net proceeds in assets with credit quality and yield characteristics similar to the redeemed bonds. Such reinvestment risk typically occurs in a declining rate environment. Should rates decline to levels which tighten the spread between our average portfolio yield and average cost of credited income on our annuity liability reserves, we have the ability to reduce crediting rates on most of our annuity liabilities to maintain the spread at our targeted level. Approximately 78.1% of our annuity liabilities are subject to annual adjustment of the applicable crediting rates at our discretion, limited by minimum guaranteed crediting rates of 3% to 4%.

        With respect to our index business, we purchase call options on the applicable indexes to fund the annual index credits on such annuities. These options are primarily one-year instruments purchased to match the funding requirements of the underlying policies. Our risk associated with the current options we hold is limited to the cost of such options. Market value changes associated with those investments are substantially offset by an increase or

19



decrease in the amounts added to policyholder account balances for index products. For the six months ended June 30, 2003, we realized gains of $11.0 million on our index options at their expiration, and we credited $9.8 million to policyholders. On the respective anniversary dates of the index policies, we purchase new one-year call options to fund the next annual index credits. The risk associated with these prospective purchases is the uncertainty of the cost, which will determine whether we are able to earn our spread on our index business. This is a risk we manage through the terms of our index annuities, which permit us to change annual participation rates, asset fees, and/or caps, subject to guaranteed minimums. By reducing participation rates, asset fees or caps, we can limit option costs to budgeted amounts except in cases where the minimum guarantees would prevent further reductions. Based upon actuarial testing conducted as a part of the design of our index product, we believe the risk that minimum guarantees would prevent us from controlling option costs is negligible.


ITEM 4.    CONTROLS AND PROCEDURES

        Within the 90-day period prior to the filing of this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

        There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of this examination.


PART II.    OTHER INFORMATION

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)
None.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)       The Company's annual shareholders' meeting was held on June 5, 2003.

(b) and (c)

 

(i)

 

Election of the following directors to the Company's Board of Directors:
 
  FOR
  AGAINST
David J. Noble   12,552,231   52,114
A.J. Strickland, III   12,552,231   52,114
Harley A. Whitfield   12,552,231   52,114
    (ii)   Amendment to the Articles of Incorporation—Director Liability and Indemnification Rights. There were 12,472,845 votes for the amendment; 72,375 cast against and 59,125 abstentions.

 

 

(iii)

 

Ratification of the appointment of Ernst & Young, LLP as Independent Auditors for 2003. There were 12,551,220 votes for the ratification; 0 cast against; and 53,125 abstentions.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2003 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

 

By:

 

/s/  
DAVID J. NOBLE      
David J. Noble,
Chief Executive Officer
(Principal Executive Officer)

 

By:

 

/s/  
WENDY L. CARLSON      
Wendy L. Carlson,
Chief Financial Officer
(Principal Financial Officer)

 

By:

 

/s/  
TED M. JOHNSON      
Ted M. Johnson,
Vice President—Accounting
(Principal Accounting Officer)

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QuickLinks

PART I.—FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART II. OTHER INFORMATION
SIGNATURES