Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.55M
2: EX-4.11 Instrument Defining the Rights of Security Holders HTML 164K
3: EX-10.32 Material Contract HTML 67K
4: EX-10.33 Material Contract HTML 42K
5: EX-10.34 Material Contract HTML 43K
6: EX-10.35 Material Contract HTML 89K
7: EX-10.36 Material Contract HTML 52K
8: EX-10.37 Material Contract HTML 53K
9: EX-21.2 Subsidiaries List HTML 40K
10: EX-23.1 Consent of Expert or Counsel HTML 39K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
14: EX-32.2 Certification -- §906 - SOA'02 HTML 40K
21: R1 Document and Entity Information HTML 108K
22: R2 Consolidated Balance Sheets HTML 120K
23: R3 Consolidated Balance Sheets (Parentheticals) HTML 78K
24: R4 Consolidated Statements of Operations HTML 118K
25: R5 Consolidated Statements of Comprehensive Income HTML 63K
(Loss)
26: R6 Consolidated Statements of Changes in HTML 81K
Stockholders' Equity
27: R7 Consolidated Statements of Changes in HTML 40K
Stockholders' Equity (Parentheticals)
28: R8 Consolidated Statements of Cash Flows HTML 181K
29: R9 Significant Accounting Policies HTML 85K
30: R10 Fair Values of Financial Instruments HTML 175K
31: R11 Investments HTML 326K
32: R12 Mortgage Loans on Real Estate HTML 275K
33: R13 Derivative Instruments HTML 112K
34: R14 Deferred Policy Acquisition Costs, Deferred Sales HTML 88K
Inducements and Liability for Lifetime Income
Benefit Riders
35: R15 Reinsurance and Policy Provisions HTML 70K
36: R16 Income Taxes HTML 99K
37: R17 Notes Payable and Amounts Due Under Repurchase HTML 53K
Agreements
38: R18 Subordinated Debentures HTML 59K
39: R19 Retirement and Share-based Compensation Plans HTML 108K
40: R20 Statutory Financial Information and Dividend HTML 56K
Restrictions
41: R21 Commitments and Contingencies HTML 47K
42: R22 Earnings Per Common Share and Stockholders' Equity HTML 64K
43: R23 Quarterly Financial Information (Unaudited) HTML 87K
44: R24 Schedule I - Summary of Investments - Other Than HTML 66K
Investments in Related Parties
45: R25 Schedule II - Condensed Financial Information of HTML 162K
Registrant
46: R26 Schedule III - Supplementary Insurance Information HTML 67K
47: R27 Schedule IV - Reinsurance HTML 87K
48: R28 Schedule V - Valuation and Qualifying Accounts HTML 62K
49: R29 Significant Accounting Policies (Policies) HTML 149K
50: R30 Significant Accounting Policies (Tables) HTML 51K
51: R31 Fair Values of Financial Instruments (Tables) HTML 154K
52: R32 Investments (Tables) HTML 333K
53: R33 Mortgage Loans on Real Estate (Tables) HTML 268K
54: R34 Derivative Instruments (Tables) HTML 113K
55: R35 Deferred Policy Acquisition Costs, Deferred Sales HTML 84K
Inducements and Liability for Lifetime Income
Benefit Riders (Tables)
56: R36 Reinsurance and Policy Provisions (Tables) HTML 61K
57: R37 Income Taxes (Tables) HTML 101K
58: R38 Notes Payable and Amounts Due Under Repurchase HTML 51K
Agreements (Tables)
59: R39 Subordinated Debentures (Tables) HTML 57K
60: R40 Retirement and Share-based Compensation Plans HTML 90K
(Tables)
61: R41 Statutory Financial Information and Dividend HTML 55K
Restrictions (Tables)
62: R42 Commitments and Contingencies (Tables) HTML 44K
63: R43 Earnings Per Common Share and Stockholders' Equity HTML 57K
(Tables)
64: R44 Quarterly Financial Information (Unaudited) HTML 87K
(Tables)
65: R45 Significant Accounting Policies (Narrative) HTML 75K
(Details)
66: R46 Significant Accounting Policies (Annuity Deposits HTML 59K
(Net of Coinsurance), By Product Type) (Details)
67: R47 Fair Values of Financial Instruments (Narrative) HTML 70K
(Details)
68: R48 Fair Values of Financial Instruments (Carrying HTML 79K
Amounts and Fair Values of Financial Instruments)
(Details)
69: R49 Fair Values of Financial Instruments (Assets and HTML 115K
Liabilities Measured on a Recurring Basis by Fair
Value Hierarchy) (Details)
70: R50 Fair Values of Financial Instruments (Assumptions HTML 77K
Used in Estimating Fair Value) (Details)
71: R51 Fair Values of Financial Instruments HTML 52K
(Reconciliation of Beginning and Ending Balances
of Level 3 Liabilities) (Details)
72: R52 Investments (Narrative) (Details) HTML 59K
73: R53 Investments (Schedule of Fixed Maturity HTML 94K
Securities) (Details)
74: R54 Investments (Fixed Maturity Securities by HTML 94K
Contractual Maturity) (Details)
75: R55 Investments (Net Unrealized Gains on Available for HTML 50K
Sale Fixed Maturity Securities Reported as a
Seperate Component of Stockholders' Equity)
(Details)
76: R56 Investments (Credit Quality of Fixed Maturity HTML 60K
Security Portfolio by NAIC Designation) (Details)
77: R57 Investments (Gross Unrealized Losses on HTML 124K
Investments, By Category and Length of Time)
(Details)
78: R58 Investments (Changes in Net Unrealized HTML 55K
Gains/Losses on Investments) (Details)
79: R59 Investments (Components of Net Investment Income) HTML 62K
(Details)
80: R60 Investments (Net Realized Gains (Losses) on HTML 82K
Invesments) (Details)
81: R61 Investments (Non-Income Producing Investments) HTML 41K
(Details)
82: R62 Investments (Rollforward of Allowance for Credit HTML 65K
Loss) (Details)
83: R63 Investments (Other Than Temporary Impairment, HTML 48K
Credit Losses Recognized in Earnings) (Details)
84: R64 Investments (Schedule of Other Than Temporary HTML 59K
Impairment Losses, Investments) (Details)
85: R65 Mortgage Loans on Real Estate (Narrative) HTML 72K
(Details)
86: R66 Mortgage Loans on Real Estate (Summary of Mortgage HTML 66K
Loan Portfolio) (Details)
87: R67 Mortgage Loans on Real Estate (Commercial Mortgage HTML 88K
Loan Portfolio Summarized by Geographic Region and
Property Type) (Details)
88: R68 Mortgage Loans on Real Estate (Rollforward of HTML 61K
Valuation Allowance on Mortgage Loan Portfolios)
(Details)
89: R69 Mortgage Loans on Real Estate (Summary By Debt HTML 131K
Service Coverage and Loan to Value Ratios)
(Details)
90: R70 Mortgage Loans on Real Estate (Aging of Financing HTML 113K
Receivables) (Details)
91: R71 Derivative Instruments (Narrative) (Details) HTML 48K
92: R72 Derivative Instruments (Fair Value of Derivative HTML 52K
Instruments as Presented in the Consolidated
Balance Sheets) (Details)
93: R73 Derivative Instruments (Change in Fair Value of HTML 55K
Derivative Instruments) (Details)
94: R74 Derivative Instruments (Schedule of Call Options HTML 74K
by Counterparty) (Details)
95: R75 Deferred Policy Acquisition Costs, Deferred Sales HTML 53K
Inducements and Liability for Lifetime Income
Benefit Riders (Deferred Policy Acquisition Costs)
(Details)
96: R76 Deferred Policy Acquisition Costs, Deferred Sales HTML 51K
Inducements and Liability for Lifetime Income
Benefit Riders (Deferred Sales Inducements)
(Details)
97: R77 Deferred Policy Acquisition Costs, Deferred Sales HTML 72K
Inducements and Liability for Lifetime Income
Benefit Riders (Liability for Lifetime Income
Benefit Riders) (Details)
98: R78 Reinsurance and Policy Provisions (EquiTrust HTML 56K
Coinsurance Agreements) (Details)
99: R79 Reinsurance and Policy Provisions (Athene HTML 73K
Coinsurance Agreements) (Details)
100: R80 Reinsurance and Policy Provisions (Amounts Ceded HTML 73K
to EquiTrust and Athene, Impact on Consolidated
Statements of Operations and Consolidated
Statements of Cash Flows) (Details)
101: R81 Reinsurance and Policy Provisions (Hannover HTML 54K
Financing Arrangements) (Details)
102: R82 Income Taxes (Components of Income Tax Expense) HTML 56K
(Details)
103: R83 Income Taxes (Effective Income Tax Rate HTML 67K
Reconciliation) (Details)
104: R84 Income Taxes (Deferred Tax Assets and Liabilities) HTML 93K
(Details)
105: R85 Notes Payable and Amounts Due Under Repurchase HTML 50K
Agreements (Schedule of Notes Payable) (Details)
106: R86 Notes Payable and Amounts Due Under Repurchase HTML 48K
Agreements (2027 Notes Narrative) (Details)
(Details)
107: R87 Notes Payable and Amounts Due Under Repurchase HTML 78K
Agreements (Line of Credit and Term Loan
Narrative) (Details)
108: R88 Notes Payable and Amounts Due Under Repurchase HTML 44K
Agreements (Repurchase Agreements Narrative)
(Details)
109: R89 Subordinated Debentures (Narrative) (Details) HTML 48K
110: R90 Subordinated Debentures (Summary of Subordinated HTML 61K
Debt Obligations to the Trusts) (Details)
111: R91 Retirement and Share-based Compensation Plans HTML 42K
(Defined Contribution Plan) (Details)
112: R92 Retirement and Share-based Compensation Plans HTML 48K
(Share-based Compensation Expense By Plan)
(Details)
113: R93 Retirement and Share-based Compensation Plans HTML 44K
(Employee Stock Ownership Plan) (Details)
114: R94 Retirement and Share-based Compensation Plans HTML 117K
(Incentive Plans) (Details)
115: R95 Retirement and Share-based Compensation Plans HTML 93K
(2014 Independent Insurance Agent Restricted Stock
and Restricted Stock Unit Plan) (Details)
116: R96 Retirement and Share-based Compensation Plans HTML 85K
(Changes in Stock Options Outstanding) (Details)
117: R97 Retirement and Share-based Compensation Plans HTML 90K
(Schedule of Stock Options Outstanding, By
Exercise Price Range) (Details)
118: R98 Retirement and Share-based Compensation Plans HTML 47K
(Deferred Compensation Arrangements) (Details)
119: R99 Statutory Financial Information and Dividend HTML 58K
Restrictions (Narrative and Statutory Accounting
Practices Tables) (Details)
120: R100 Commitments and Contingencies (Narrative and HTML 63K
Schedule of Future Minimum Rental Payments for
Operating Leases) (Details)
121: R101 Earnings Per Common Share and Stockholders' Equity HTML 72K
(Schedule of Earnings Per Common Share, Basic and
Diluted) (Details)
122: R102 Earnings Per Common Share and Stockholders' Equity HTML 61K
(Stockholders' Equity) (Details)
123: R103 Earnings Per Common Share and Stockholders' Equity HTML 56K
(Brookfield Asset Management Equity Investment)
(Details)
124: R104 Earnings Per Common Share and Stockholders' Equity HTML 65K
(Share Repurchase Program and Treasury Stock)
(Details)
125: R105 Quarterly Financial Information (Unaudited) HTML 69K
(Unaudited Quarterly Results of Operations)
(Details)
126: R106 Quarterly Financial Information (Unaudited) HTML 41K
(Comparability of Net Income, Impact of Fair Value
Accounting to Fixed Index Annuity Business)
(Details)
127: R107 Schedule I - Summary of Investments - Other Than HTML 82K
Investments in Related Parties (Details)
128: R108 Schedule II - Condensed Financial Information of HTML 112K
Registrant (Condensed Balance Sheets) (Details)
129: R109 Schedule II - Condensed Financial Information of HTML 106K
Registrant (Condensed Statements of Operations)
(Details)
130: R110 Schedule II - Condensed Financial Information of HTML 152K
Registrant (Condensed Statements of Cash Flows)
(Details)
131: R111 Schedule III - Supplementary Insurance Information HTML 59K
(Details)
132: R112 Schedule IV - Reinsurance (Details) HTML 76K
133: R113 Schedule V - Valuation and Qualifying Accounts HTML 60K
(Details)
135: XML IDEA XML File -- Filing Summary XML 269K
20: XML XBRL Instance -- ael-20201231_htm XML 6.20M
134: EXCEL IDEA Workbook of Financial Reports XLSX 212K
16: EX-101.CAL XBRL Calculations -- ael-20201231_cal XML 422K
17: EX-101.DEF XBRL Definitions -- ael-20201231_def XML 1.70M
18: EX-101.LAB XBRL Labels -- ael-20201231_lab XML 3.21M
19: EX-101.PRE XBRL Presentations -- ael-20201231_pre XML 2.06M
15: EX-101.SCH XBRL Schema -- ael-20201231 XSD 354K
136: JSON XBRL Instance as JSON Data -- MetaLinks 630± 1.05M
137: ZIP XBRL Zipped Folder -- 0001039828-21-000018-xbrl Zip 795K
ASSIGNMENT AGREEMENT, CONSENT AND WAIVER IN ANTICIPATION OF
REGULATORY FORM A FILING
This ASSIGNMENT AGREEMENT, CONSENT AND WAIVER IN ANTICIPATION OF REGULATORY FORM A FILING (this “Agreement”), dated as of February 28, 2021, is entered into by and among Brookfield Asset Management Inc., a corporation amalgamated under the laws of Ontario, Canada (“BAM”), Burgundy
Acquisitions I Ltd., a limited company organized under the laws of Bermuda (“Burgundy”), Brookfield Asset Management Reinsurance Partners Ltd., a Bermuda limited company (“BAM Reinsurance”), North End Re (Cayman) SPC, a Cayman segregated portfolio company (“North End Reinsurance”), and American Equity Investment Life Holding Company, an Iowa corporation (“AEL”).
WHEREAS BAM, Burgundy and AEL are parties to an Investment Agreement, dated as of October 17, 2020 (the “Investment Agreement”); and
WHEREAS, pursuant to Section 21 of the Investment Agreement, (i) BAM desires to assign certain of its rights and obligations
under the Investment Agreement to BAM Reinsurance and (ii) Burgundy desires to assign all of its rights and obligations under the Investment Agreement to North End Reinsurance, each as further set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as follows:
1.Burgundy Assignment to North End Reinsurance. Effective as of the date that Burgundy delivers to AEL reasonably satisfactory written evidence (including any required regulatory approvals, consents or waivers) of the transfer by Burgundy to North End Reinsurance of all the Initial Investment, (a) Burgundy shall hereby automatically assign, transfer and convey to North End Reinsurance, and North End Reinsurance shall hereby automatically accept, all of Burgundy’s
right, title and interest in and to the Investment Agreement, (b) North End Reinsurance shall hereby automatically assume all of the obligations of Burgundy under the Investment Agreement and be bound by all obligations of “Purchaser Subsidiary” under the Investment Agreement (the assignment and assumption under the preceding clauses (a) and (b) being the “Burgundy Assignment”), and (c) Burgundy shall hereby automatically have no further rights and obligations as “Purchaser Subsidiary” under the Investment Agreement. In furtherance of the foregoing, (i) from and after the effectiveness of the Burgundy Assignment, all references to “Purchaser Subsidiary” in the Investment Agreement shall be deemed to be to North End Reinsurance, other than with respect to any representations, warranties, agreements or covenants that have been made or fully performed prior to the effectiveness of the Burgundy Assignment
and (ii) North End Reinsurance hereby represents and warrants to AEL that, as of the effectiveness of the Burgundy Assignment, (x) the Purchaser Representations (other than the Purchaser Specified Representations) with respect to Purchaser Subsidiary shall be true and correct in all material respects and (y) the Purchaser Specified Representations with respect to Purchaser Subsidiary shall be true and correct in all respects, in each case, treating North End Reinsurance as the Purchaser.
2.BAM Assignment to BAM Reinsurance.
(a)On and as of the date specified in writing by BAM to AEL as the effective date of the assignment and assumption described in this Section 2 (the “BAM Assignment Effective Date”), which will be substantially simultaneously with, or immediately
prior to, the consummation of the Reorganization Transactions (as defined below), BAM shall hereby automatically assign, transfer and convey to BAM Reinsurance, and BAM Reinsurance shall hereby automatically accept, all of BAM’s right, title and interest in and to the Investment Agreement; provided that BAM shall remain bound by, and BAM and BAM Reinsurance shall hereby automatically be jointly and severally liable for, the Purchaser’s obligations pursuant to Section 1.2, Section 2.1(b), Section 2.3(b), Section 4.3(b), Section 7.4(b), Section 7.5, Section 7.6, Section 7.7, Section 7.9, Section 7.10 and Sections 11 through 21 of the Investment Agreement (such obligations, collectively, the “BAM Retained Obligations”) (the assignment and assumption under the preceding sentence being the “BAM Assignment”). In furtherance of the foregoing, (i) from and after the effectiveness of the
BAM Assignment, all references to the “Purchaser” in the Investment Agreement shall be deemed to be to BAM Reinsurance, other than (x) with respect to any representations, warranties, agreements or covenants that have been made or fully performed prior to the effectiveness of the BAM Assignment or (y) with respect to the BAM Retained Obligations, and (ii) BAM Reinsurance hereby represents and warrants to AEL that, as of the effectiveness of the BAM Assignment, (x) the Purchaser Representations (other than the Purchaser Specified Representations) with respect to Purchaser shall be true and correct in all material respects and (y) the Purchaser Specified Representations shall be true and correct in all respects, in each case, treating BAM Reinsurance as the Purchaser.
(b)The BAM Assignment Effective Date shall not occur (i) prior to the Burgundy Assignment or (ii) later than the time that both BAM
Reinsurance and North End Reinsurance cease to be, directly or indirectly, wholly owned by BAM.
3.AEL Consent and Limited Waiver. Pursuant to Sections 11 and 21 of the Investment Agreement, (a) AEL hereby consents to (i) the Burgundy Assignment and the transfer of all of the Initial Investment by Burgundy to North End Reinsurance and (ii) the BAM Assignment, in each case as further set forth in, and pursuant to and in accordance with, Sections 1 and 2 hereof, and (b) waives any breach by Purchaser of its obligations under Section 7.10 of the Investment Agreement with respect to Purchaser’s obligations to make the filings described in such Section 7.10 with the Insurance Commissioner of the State of Iowa and NYDFS no later than December
31, 2020, so long as (i) BAM makes, or causes to be made, all such filings with BAM Reinsurance as the Purchaser and North End Reinsurance as the Purchaser Subsidiary no later than the date that is five Business Days from the date hereof and (ii) such filings include a description of the reorganization transactions to be consummated by BAM that is mutually agreeable to BAM and AEL (the transactions as so described, the “Reorganization Transactions”).
4.Miscellaneous. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement. The provisions of Section 11 (Amendments and Waivers), Section 12 (Notices, etc.), Section 16 (Governing Law),
Section 17 (Waiver of Jury Trial), Section 19 (Counterparts; Electronic Signature), Section 20 (Severability) and Section 21 (Miscellaneous) of the Investment Agreement shall apply mutatis mutandis to this Agreement.
5.Further Assurances. BAM, Burgundy, BAM Reinsurance and North End Reinsurance each agree to perform (or cause to be performed) all such further acts and to execute and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the assignments contemplated hereby. BAM shall keep AEL reasonably informed
of the anticipated timing of the Reorganization Transactions and shall notify AEL in writing as soon as reasonably practicable: (i) upon receiving any communication from any Governmental Authority with respect to any consent, approval, authorization or waiver required to consummate the Reorganization Transactions that causes BAM to believe that there is a reasonable likelihood that any such consent, approval, authorization or waiver will not be obtained or that the receipt of any such consent, approval, authorization or waiver will be materially delayed or conditioned, (ii) if BAM determines in good faith that the consummation of the Reorganization Transactions is no longer reasonably likely to occur by May 31, 2021 or (iii) if the Reorganization Transactions are otherwise terminated or abandoned by BAM.
[Signature
Pages Follow]
This Agreement is hereby agreed to as of the date first written above.
