AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (Form: 10-Q, Received: 05/08/2019 15:11:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2019



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

For the transition period from ________ to ________

Commission File Number : 001-31911

American Equity Investment Life Holding Company

(Exact name of registrant as specified in its charter)



Iowa		42-1447959
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6000 Westown Parkway

West Des Moines, Iowa 50266

(Address of principal executive offices, including zip code)

(515) 221-0002

(Registrant's telephone number, including area code)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $1	AEL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

APPLICABLE TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of May 2, 2019 , there were 90,880,362 shares of the registrant's common stock, $1 par value, outstanding.

TABLE OF CONTENTS



	Page
PART I — FINANCIAL INFORMATION
Item 1: Financial Statements:	2
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Comprehensive Income (Loss)	4
Consolidated Statements of Changes in Stockholders’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	8
Note 1. Significant Accounting Policies	8
Note 2. Fair Values of Financial Instruments	9
Note 3. Investments	14
Note 4. Mortgage Loans on Real Estate	20
Note 5. Derivative Instruments	23
Note 6. Notes Payable and Amounts Due Under Repurchase Agreements	25
Note 7. Commitments and Contingencies	26
Note 8. Earnings (Loss) Per Share	26
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3: Quantitative and Qualitative Disclosures about Market Risk	46
Item 4: Controls and Procedures	47

PART II — OTHER INFORMATION
Item 1: Legal Proceedings	47
Item 1A: Risk Factors	47
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 6: Exhibits	49

Signatures	50

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share data)



	March 31, 2019		December 31, 2018
	(Unaudited)
Assets
Investments:
Fixed maturity securities, available for sale, at fair value (amortized cost: 2019 - $46,727,050; 2018 - $46,131,190)	$	48,037,107	$	45,923,727
Mortgage loans on real estate	3,049,998		2,943,091
Derivative instruments	755,866		205,149
Other investments	361,804		355,531
Total investments	52,204,775		49,427,498

Cash and cash equivalents	1,115,890		344,396
Coinsurance deposits	4,995,744		4,954,068
Accrued investment income	497,464		468,729
Deferred policy acquisition costs	3,127,669		3,535,838
Deferred sales inducements	2,199,588		2,516,721
Deferred income taxes	151,988		291,169
Income taxes recoverable	24,681		26,537
Other assets	164,365		60,608
Total assets	$	64,482,164	$	61,625,564

Liabilities and Stockholders' Equity
Liabilities:
Policy benefit reserves	$	58,995,947	$	57,606,009
Other policy funds and contract claims	266,560		270,858
Notes payable	494,720		494,591
Subordinated debentures	243,090		242,982
Amounts due under repurchase agreements	243,331		109,298
Other liabilities	1,298,979		502,725
Total liabilities	61,542,627		59,226,463

Stockholders' equity:
Preferred stock, par value $1 per share, 2,000,000 shares authorized, 2019 and 2018 - no shares issued and outstanding	—		—
Common stock, par value $1 per share, 200,000,000 shares authorized; issued and outstanding: 2019 - 90,784,123 shares (excluding 1,458,080 treasury shares); 2018 - 90,369,229 shares (excluding 1,535,960 treasury shares)	90,784		90,369
Additional paid-in capital	815,088		811,186
Accumulated other comprehensive income (loss)	513,697		(52,432		)
Retained earnings	1,519,968		1,549,978
Total stockholders' equity	2,939,537		2,399,101
Total liabilities and stockholders' equity	$	64,482,164	$	61,625,564

See accompanying notes to unaudited consolidated financial statements.

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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(Unaudited)



	Three Months Ended March 31,
	2019			2018
Revenues:
Premiums and other considerations	$	5,410		$	9,053
Annuity product charges	52,966			50,723
Net investment income	558,438			510,784
Change in fair value of derivatives	384,469			(451,083		)
Net realized gains (losses) on investments, excluding other than temporary impairment ("OTTI") losses	(563		)	302
OTTI losses on investments:
Total OTTI losses	—			(907		)
Portion of OTTI losses recognized in (from) other comprehensive income	—			—
Net OTTI losses recognized in operations	—			(907		)
Total revenues	1,000,720			118,872

Benefits and expenses:
Insurance policy benefits and change in future policy benefits	9,299			12,094
Interest sensitive and index product benefits	136,674			514,095
Amortization of deferred sales inducements	33,309			100,423
Change in fair value of embedded derivatives	766,323			(867,232		)
Interest expense on notes payable	6,379			6,372
Interest expense on subordinated debentures	4,088			3,630
Amortization of deferred policy acquisition costs	45,132			140,639
Other operating costs and expenses	38,979			31,240
Total benefits and expenses	1,040,183			(58,739		)
Income (loss) before income taxes	(39,463		)	177,611
Income tax expense (benefit)	(9,453		)	36,649
Net income (loss)	$	(30,010	)	$	140,962

Earnings (loss) per common share	$	(0.33	)	$	1.57
Earnings (loss) per common share - assuming dilution	$	(0.33	)	$	1.55

Weighted average common shares outstanding (in thousands):
Earnings (loss) per common share	90,883			90,017
Earnings (loss) per common share - assuming dilution	91,744			91,139

See accompanying notes to unaudited consolidated financial statements.

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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

(Unaudited)



	Three Months Ended March 31,
	2019			2018
Net income (loss)	$	(30,010	)	$	140,962
Other comprehensive income (loss):
Change in net unrealized investment gains/losses (1)	716,913			(572,033		)
Noncredit component of OTTI losses (1)	—			—
Reclassification of unrealized investment gains/losses to net income (loss) (1)	(294		)	(339		)
Other comprehensive income (loss) before income tax	716,619			(572,372		)
Income tax effect related to other comprehensive income (loss)	(150,490		)	120,201
Other comprehensive income (loss)	566,129			(452,171		)
Comprehensive income (loss)	$	536,119		$	(311,209	)


(1)	Net of related adjustments to amortization of deferred sales inducements and deferred policy acquisition costs.

See accompanying notes to unaudited consolidated financial statements.

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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollars in thousands, except share data)

(Unaudited)



	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders' Equity
Balance at December 31, 2017	$	89,331	$	791,446		$	724,599		$	1,244,781		$	2,850,157
Net income for period	—		—			—			140,962			140,962
Other comprehensive loss	—		—			(452,171		)	—			(452,171		)
Implementation of accounting standard related to the reclassification of certain tax effects	—		—			127,554			(127,554		)	—
Share-based compensation	—		3,526			—			—			3,526
Issuance of 652,736 shares of common stock under compensation plans	653		3,863			—			—			4,516
Balance at March 31, 2018	$	89,984	$	798,835		$	399,982		$	1,258,189		$	2,546,990

Balance at December 31, 2018	$	90,369	$	811,186		$	(52,432	)	$	1,549,978		$	2,399,101
Net loss for period	—		—			—			(30,010		)	(30,010		)
Other comprehensive income	—		—			566,129			—			566,129
Share-based compensation	—		4,205			—			—			4,205
Issuance of 414,894 shares of common stock under compensation plans	415		(303		)	—			—			112
Balance at March 31, 2019	$	90,784	$	815,088		$	513,697		$	1,519,968		$	2,939,537

See accompanying notes to unaudited consolidated financial statements.

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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



	Three Months Ended March 31,
	2019			2018
Operating activities
Net income (loss)	$	(30,010	)	$	140,962
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest sensitive and index product benefits	136,674			514,095
Amortization of deferred sales inducements	33,309			100,423
Annuity product charges	(52,966		)	(50,723		)
Change in fair value of embedded derivatives	766,323			(867,232		)
Change in traditional life and accident and health insurance reserves	(425		)	2,049
Policy acquisition costs deferred	(108,420		)	(96,562		)
Amortization of deferred policy acquisition costs	45,132			140,639
Provision for depreciation and other amortization	949			900
Amortization of discounts and premiums on investments	4,485			6,002
Realized gains (losses) on investments and net OTTI losses recognized in operations	563			605
Distributions from equity method investments	—			66
Change in fair value of derivatives	(384,381		)	450,906
Deferred income taxes	(11,309		)	(1,253		)
Share-based compensation	4,205			3,526
Change in accrued investment income	(28,735		)	(25,511		)
Change in income taxes recoverable/payable	1,856			37,906
Change in other assets	(5,001		)	(470		)
Change in other policy funds and contract claims	(6,059		)	(4,343		)
Change in collateral held for derivatives	424,890			(784,932		)
Change in collateral held for securities lending	321,009			—
Change in other liabilities	1,912			(6,472		)
Other	(2,009		)	(3,757		)
Net cash provided by (used in) operating activities	1,111,992			(443,176		)

Investing activities
Sales, maturities, or repayments of investments:
Fixed maturity securities, available for sale	286,855			265,837
Mortgage loans on real estate	57,599			68,017
Derivative instruments	55,500			479,675
Other investments	1,062			153,936
Acquisitions of investments:
Fixed maturity securities, available for sale	(960,575		)	(1,310,985		)
Mortgage loans on real estate	(165,450		)	(101,037		)
Derivative instruments	(194,364		)	(200,542		)
Other investments	(5,021		)	(15,131		)
Purchases of property, furniture and equipment	(720		)	(1,099		)
Net cash used in investing activities	(925,114		)	(661,329		)

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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

(Unaudited)



	Three Months Ended March 31,
	2019			2018
Financing activities
Receipts credited to annuity and single premium universal life policyholder account balances	$	1,234,429		$	1,020,429
Coinsurance deposits	37,802			(6,867		)
Return of annuity policyholder account balances	(817,739		)	(738,219		)
Net proceeds from amounts due under repurchase agreements	134,033			137,223
Proceeds from issuance of common stock	112			4,516
Change in checks in excess of cash balance	(4,021		)	(22,838		)
Net cash provided by financing activities	584,616			394,244
Increase (decrease) in cash and cash equivalents	771,494			(710,261		)
Cash and cash equivalents at beginning of period	344,396			1,434,045
Cash and cash equivalents at end of period	$	1,115,890		$	723,784

Supplemental disclosures of cash flow information
Cash paid during period for:
Interest expense	$	5,792		$	3,488
Non-cash operating activity:
Deferral of sales inducements	45,621			43,670

See accompanying notes to unaudited consolidated financial statements.

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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

1. Significant Accounting Policies

Consolidation and Basis of Presentation

The accompanying consolidated financial statements of American Equity Investment Life Holding Company ("we", "us" or "our") have been prepared in accordance with U.S. generally accepted accounting principles ("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 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 consolidated financial statements. Operating results for the three month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019 . All significant intercompany accounts and transactions have been eliminated. The preparation of financial statements requires the use of management estimates. For further information related to a description of areas of judgment and estimates and other information necessary to understand our financial position and results of operations, refer to the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 .

Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) that requires recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU affects accounting and disclosure more dramatically for lessees as accounting and disclosure for lessors is mainly unchanged. We adopted this ASU on January 1, 2019. The adoption of this ASU resulted in the recognition of a lease asset and lease liability of $3.7 million , respectively, on our consolidated balance sheet at March 31, 2019.

In March 2017, the FASB issued an ASU that applies to certain callable debt securities where the amortized cost basis is at a premium to the price repayable by the issuer at the earliest call date. Under this guidance, the premium is amortized to the first call date. We adopted this ASU on January 1, 2019. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In June 2018, the FASB issued an ASU that expands the scope of Accounting Standards Codification 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services to nonemployees and eliminates the existing accounting model for nonemployee share-based payment awards. We adopted this ASU on January 1, 2019. While this ASU results in an earlier measurement date for our nonemployee restricted stock units that have not vested as of January 1, 2019, there was no impact to our consolidated financial statements upon adoption.

New Accounting Pronouncements

In June 2016, the FASB issued an ASU that significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model that requires these assets be presented at the net amount expected to be collected. In addition, credit losses on available for sale debt securities will be recorded through an allowance account. This ASU will be effective for us on January 1, 2020, with early adoption permitted. While we are still in the process of evaluating the full impact this guidance will have on our consolidated financial statements, we believe the new impairment model will lead to earlier recognition of credit losses for our commercial mortgage loans.

In August 2018, the FASB issued an ASU that revises certain aspects of the measurement models and disclosure requirements for long duration insurance and investment contracts. The FASB’s objective in issuing this ASU is to improve, simplify, and enhance the accounting for long-duration contracts. The revisions include updating cash flow assumptions in the calculation of the liability for traditional life products, introducing the term ‘market risk benefit’ ("MRB") and requiring all contract features meeting the definition of an MRB to be measured at fair value, simplifying the method used to amortize deferred policy acquisition costs and deferred sales inducements to a constant basis over the expected term of the related contracts rather than based on gross profits and enhancing disclosure requirements. While this ASU is effective for us on January 1, 2021, the transition date (the remeasurement date) is January 1, 2019. Early adoption of this ASU is permitted. We are in the process of evaluating the impact this guidance will have on our consolidated financial statements.

Table of Contents

2. Fair Values of Financial Instruments

The following sets forth a comparison of the carrying amounts and fair values of our financial instruments:



	March 31, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
Assets
Fixed maturity securities, available for sale	$	48,037,107	$	48,037,107	$	45,923,727	$	45,923,727
Mortgage loans on real estate	3,049,998		3,054,546		2,943,091		2,920,612
Derivative instruments	755,866		755,866		205,149		205,149
Other investments	361,804		352,390		355,531		348,970
Cash and cash equivalents	1,115,890		1,115,890		344,396		344,396
Coinsurance deposits	4,995,744		4,549,793		4,954,068		4,553,790
Interest rate caps	268		268		597		597
Interest rate swap	—		—		354		354
Counterparty collateral	114,137		114,137		33,101		33,101

Liabilities
Policy benefit reserves	58,639,873		49,765,848		57,249,510		49,180,143
Single premium immediate annuity (SPIA) benefit reserves	266,102		274,693		270,406		279,077
Notes payable	494,720		501,000		494,591		489,985
Subordinated debentures	243,090		235,003		242,982		215,514
Amounts due under repurchase agreements	243,331		243,331		109,298		109,298
Interest rate swap	95		95		—		—

Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The objective of a fair value measurement is to determine that price for each financial instrument at each measurement date. We meet this objective using various methods of valuation that include market, income and cost approaches.

We categorize our financial instruments into three levels of fair value hierarchy based on the priority of inputs used in determining fair value. The hierarchy defines the highest priority inputs (Level 1) as quoted prices in active markets for identical assets or liabilities. The lowest priority inputs (Level 3) are our own assumptions about what a market participant would use in determining fair value such as estimated future cash flows. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. We categorize financial assets and liabilities recorded at fair value in the consolidated balance sheets as follows:


Level 1—	Quoted prices are available in active markets for identical financial instruments as of the reporting date. We do not adjust the quoted price for these financial instruments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.


Level 2—	Quoted prices in active markets for similar financial instruments, quoted prices for identical or similar financial instruments in markets that are not active; and models and other valuation methodologies using inputs other than quoted prices that are observable.

Level 3—

Models and other valuation methodologies using significant inputs that are unobservable for financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in Level 3 are securities for which no market activity or data exists and for which we used discounted expected future cash flows with our own assumptions about what a market participant would use in determining fair value.

Transfers of securities among the levels occur at times and depend on the type of inputs used to determine fair value of each security. There were no transfers between levels during any period presented.

Table of Contents

Our assets and liabilities which are measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 are presented below based on the fair value hierarchy levels:



	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
March 31, 2019
Assets
Fixed maturity securities, available for sale:
United States Government full faith and credit	$	11,701	$	5,967	$	5,734	$	—
United States Government sponsored agencies	1,187,340		—		1,187,340		—
United States municipalities, states and territories	4,174,846		—		4,174,846		—
Foreign government obligations	235,542		—		235,542		—
Corporate securities	30,014,197		8		30,014,189		—
Residential mortgage backed securities	1,201,332		—		1,201,332		—
Commercial mortgage backed securities	5,543,512		—		5,543,512		—
Other asset backed securities	5,668,637		—		5,668,637		—
Other investments: equity securities, available for sale	7,439		—		7,439		—
Derivative instruments	755,866		—		755,866		—
Cash and cash equivalents	1,115,890		1,115,890		—		—
Interest rate caps	268		—		268		—
Counterparty collateral	114,137		—		114,137		—
	$	50,030,707	$	1,121,865	$	48,908,842	$	—
Liabilities
Interest rate swap	$	95	$	—	$	95	$	—
Fixed index annuities - embedded derivatives	8,876,055		—		—		8,876,055
	$	8,876,150	$	—	$	95	$	8,876,055

December 31, 2018
Assets
Fixed maturity securities, available for sale:
United States Government full faith and credit	$	11,652	$	5,900	$	5,752	$	—
United States Government sponsored agencies	1,138,529		—		1,138,529		—
United States municipalities, states and territories	4,126,267		—		4,126,267		—
Foreign government obligations	230,274		—		230,274		—
Corporate securities	28,371,514		7		28,371,507		—
Residential mortgage backed securities	1,202,159		—		1,202,159		—
Commercial mortgage backed securities	5,379,003		—		5,379,003		—
Other asset backed securities	5,464,329		—		5,464,329		—
Other investments: equity securities, available for sale	7,437		—		7,437		—
Derivative instruments	205,149		—		205,149		—
Cash and cash equivalents	344,396		344,396		—		—
Interest rate caps	597		—		597		—
Interest rate swap	354		—		354		—
Counterparty collateral	33,101		—		33,101		—
	$	46,514,761	$	350,303	$	46,164,458	$	—
Liabilities
Fixed index annuities - embedded derivatives	$	8,165,405	$	—	$	—	$	8,165,405

Table of Contents

The following methods and assumptions were used in estimating the fair values of financial instruments during the periods presented in these consolidated financial statements.

Fixed maturity securities

The fair values of fixed maturity securities in an active and orderly market are determined by utilizing independent pricing services. The independent pricing services incorporate a variety of observable market data in their valuation techniques, including:


•	reported trading prices,


•	benchmark yields,


•	broker-dealer quotes,


•	benchmark securities,


•	bids and offers,


•	credit ratings,


•	relative credit information, and


•	other reference data.

The independent pricing services also take into account perceived market movements and sector news, as well as a security's terms and conditions, including any features specific to that issue that may influence risk and marketability. Depending on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or additional inputs may be necessary.

The independent pricing services provide quoted market prices when available. Quoted prices are not always available due to market inactivity. When quoted market prices are not available, the third parties use yield data and other factors relating to instruments or securities with similar characteristics to determine fair value for securities that are not actively traded. We generally obtain one value from our primary external pricing service. In situations where a price is not available from this service, we may obtain quotes or prices from additional parties as needed. Market indices of similar rated asset class spreads are considered for valuations and broker indications of similar securities are compared. Inputs used by the broker include market information, such as yield data and other factors relating to instruments or securities with similar characteristics. Valuations and quotes obtained from third party commercial pricing services are non-binding and do not represent quotes on which one may execute the disposition of the assets.

We validate external valuations at least quarterly through a combination of procedures that include the evaluation of methodologies used by the pricing services, comparison of the prices to a secondary pricing source, analytical reviews and performance analysis of the prices against trends, and maintenance of a securities watch list. Additionally, as needed we utilize discounted cash flow models or perform independent valuations on a case-by-case basis using inputs and assumptions similar to those used by the pricing services. Although we do identify differences from time to time as a result of these validation procedures, we did not make any significant adjustments as of March 31, 2019 and December 31, 2018 .

Mortgage loans on real estate

Mortgage loans on real estate are not measured at fair value on a recurring basis. The fair values of mortgage loans on real estate are calculated using discounted expected cash flows using competitive market interest rates currently being offered for similar loans. The fair values of impaired mortgage loans on real estate that we have considered to be collateral dependent are based on the fair value of the real estate collateral (based on appraised values) less estimated costs to sell. The inputs utilized to determine fair value of all mortgage loans are unobservable market data (competitive market interest rates); therefore, fair value of mortgage loans falls into Level 3 in the fair value hierarchy.

Derivative instruments

The fair values of derivative instruments, primarily call options, are based upon the amount of cash that we will receive to settle each derivative instrument on the reporting date. These amounts are determined by our investment team using industry accepted valuation models and are adjusted for the nonperformance risk of each counterparty net of any collateral held. Inputs include market volatility and risk free interest rates and are used in income valuation techniques in arriving at a fair value for each option contract. The nonperformance risk for each counterparty is based upon its credit default swap rate. We have no performance obligations related to the call options purchased to fund our fixed index annuity policy liabilities.

Other investments

Equity securities are the only financial instruments included in other investments that are measured at fair value on a recurring basis (see determination of fair value above). Financial instruments included in other investments that are not measured at fair value on a recurring basis are policy loans, equity method investments and company owned life insurance ("COLI"). We have not attempted to determine the fair values associated with our policy loans, as we believe any differences between carrying values and the fair values afforded these instruments are immaterial to our consolidated financial position and, accordingly, the cost to provide such disclosure does not justify the benefit to be derived. The fair values of our equity method investments are obtained from third parties and determined by calculating the present value of future cash flows discounted by a risk free rate, a risk spread and a liquidity discount. As the risk spread and liquidity discount are unobservable market inputs, the fair value of our equity method investments falls within Level 3 of the fair value hierarchy. The fair value of our COLI approximates the cash surrender value of the policies and falls within Level 2 of the fair value hierarchy.

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Cash and cash equivalents

Amounts reported in the consolidated balance sheets for these instruments are reported at their historical cost which approximates fair value due to the nature of the assets assigned to this category.

Interest rate swap and caps

The fair values of our pay fixed/receive variable interest rate swap and our interest rate caps are obtained from third parties and are determined by discounting expected future cash flows using a projected London Interbank Offered Rate ("LIBOR") for the term of the swap and caps.

Counterparty collateral

Amounts reported in other assets in the consolidated balance sheets for these instruments are reported at their historical cost which approximates fair value due to the nature of the assets assigned to this category.

Policy benefit reserves, coinsurance deposits and SPIA benefit reserves

The fair values of the liabilities under contracts not involving significant mortality or morbidity risks (principally deferred annuities), are stated at the cost we would incur to extinguish the liability (i.e., the cash surrender value) as these contracts are generally issued without an annuitization date. The coinsurance deposits related to the annuity benefit reserves have fair values determined in a similar fashion. For period-certain annuity benefit contracts, the fair value is determined by discounting the benefits at the interest rates currently in effect for newly issued immediate annuity contracts. We are not required to and have not estimated the fair value of the liabilities under contracts that involve significant mortality or morbidity risks, as these liabilities fall within the definition of insurance contracts that are exceptions from financial instruments that require disclosures of fair value. Policy benefit reserves, coinsurance deposits and SPIA benefit reserves are not measured at fair value on a recurring basis. All of the fair values presented within these categories fall within Level 3 of the fair value hierarchy as most of the inputs are unobservable market data.

Notes payable

The fair values of our senior unsecured notes are based upon pricing matrices developed by a third party pricing service when quoted market prices are not available and are categorized as Level 2 within the fair value hierarchy. Notes payable are not remeasured at fair value on a recurring basis.

Subordinated debentures

Fair values for subordinated debentures are estimated using discounted cash flow calculations based principally on observable inputs including our incremental borrowing rates, which reflect our credit rating, for similar types of borrowings with maturities consistent with those remaining for the debt being valued. These fair values are categorized as Level 2 within the fair value hierarchy. Subordinated debentures are not measured at fair value on a recurring basis.

Amounts due under repurchase agreements

The amounts reported in the consolidated balance sheets for short term indebtedness under repurchase agreements with variable interest rates approximate their fair values.

Fixed index annuities - embedded derivatives

We estimate the fair value of the embedded derivative component of our fixed index annuity policy benefit reserves at each valuation date by (i) projecting policy contract values and minimum guaranteed contract values over the expected lives of the contracts and (ii) discounting the excess of the projected contract value amounts at the applicable risk free interest rates adjusted for our nonperformance risk related to those liabilities. The projections of policy contract values are based on our best estimate assumptions for future policy growth and future policy decrements. Our best estimate assumptions for future policy growth include assumptions for the expected index credit on the next policy anniversary date which are derived from the fair values of the underlying call options purchased to fund such index credits and the expected costs of annual call options we will purchase in the future to fund index credits beyond the next policy anniversary. The projections of minimum guaranteed contract values include the same best estimate assumptions for policy decrements as were used to project policy contract values.

Within this determination we have the following significant unobservable inputs: 1) the expected cost of annual call options we will purchase in the future to fund index credits beyond the next policy anniversary and 2) our best estimates for future policy decrements, primarily lapse, partial withdrawal and mortality rates. As of March 31, 2019 and December 31, 2018 , we utilized an estimate of 3.10% for the expected cost of annual call options, which are based on estimated long-term account value growth and a historical review of our actual option costs.

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Our best estimate assumptions for lapse, partial withdrawal and mortality rates are based on our actual experience and our outlook as to future expectations for such assumptions. These assumptions, which are consistent with the assumptions used in calculating deferred policy acquisition costs and deferred sales inducements, are reviewed on a quarterly basis and are revised as our experience develops and/or as future expectations change. Our mortality rate assumptions are based on 65% of the 1983 Basic Annuity Mortality Tables. The following table presents average lapse rate and partial withdrawal rate assumptions, by contract duration, used in estimating the fair value of the embedded derivative component of our fixed index annuity policy benefit reserves at each reporting date:



	Average Lapse Rates		Average Partial Withdrawal Rates
Contract Duration (Years)	March 31, 2019	December 31, 2018	March 31, 2019	December 31, 2018
1 - 5	2.31%	2.05%	3.34%	3.33%
6 - 10	7.53%	7.28%	3.34%	3.33%
11 - 15	11.37%	11.35%	3.36%	3.35%
16 - 20	11.85%	11.90%	3.23%	3.22%
20+	11.54%	11.57%	3.23%	3.22%

Lapse rates are generally expected to increase as surrender charge percentages decrease. Lapse expectations reflect a significant increase in the year in which the surrender charge period on a contract ends.

The following table provides a reconciliation of the beginning and ending balances for our Level 3 liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs for the three months ended March 31, 2019 and 2018 :



	Three Months Ended March 31,
	2019		2018
	(Dollars in thousands)
Fixed index annuities - embedded derivatives
Beginning balance	$	8,165,405	$	8,790,427
Premiums less benefits	58,008		549,153
Change in fair value, net	652,642		(1,106,023		)
Ending balance	$	8,876,055	$	8,233,557

The fair value of our fixed index annuities embedded derivatives is net of coinsurance ceded of $590.8 million and $538.8 million as of March 31, 2019 and December 31, 2018 , respectively. Change in fair value, net for each period in our embedded derivatives is included in change in fair value of embedded derivatives in the unaudited consolidated statements of operations.

Certain derivatives embedded in our fixed index annuity contracts are our most significant financial instrument measured at fair value that are categorized as Level 3 in the fair value hierarchy. The contractual obligations for future annual index credits within our fixed index annuity contracts are treated as a "series of embedded derivatives" over the expected life of the applicable contracts. We estimate the fair value of these embedded derivatives at each valuation date by the method described above under fixed index annuities - embedded derivatives . The projections of minimum guaranteed contract values include the same best estimate assumptions for policy decrements as were used to project policy contract values.

The most sensitive assumption in determining policy liabilities for fixed index annuities is the rates used to discount the excess projected contract values. As indicated above, the discount rate reflects our nonperformance risk. If the discount rates used to discount the excess projected contract values at March 31, 2019 , were to increase by 100 basis points, the fair value of the embedded derivatives would decrease by $552.2 million recorded through operations as a decrease in the change in fair value of embedded derivatives and there would be a corresponding decrease of $314.0 million to our combined balance for deferred policy acquisition costs and deferred sales inducements recorded through operations as an increase in amortization of deferred policy acquisition costs and deferred sales inducements. A decrease by 100 basis points in the discount rate used to discount the excess projected contract values would increase the fair value of the embedded derivatives by $613.0 million recorded through operations as an increase in the change in fair value of embedded derivatives and there would be a corresponding increase of $342.5 million to our combined balance for deferred policy acquisition costs and deferred sales inducements recorded through operations as a decrease in amortization of deferred policy acquisition costs and deferred sales inducements.

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3. Investments

At March 31, 2019 and December 31, 2018 , the amortized cost and fair value of fixed maturity securities were as follows:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
March 31, 2019
Fixed maturity securities, available for sale:
United States Government full faith and credit	$	11,707	$	138	$	(144	)	$	11,701
United States Government sponsored agencies	1,208,461		18,707		(39,828		)	1,187,340
United States municipalities, states and territories	3,861,080		317,345		(3,579		)	4,174,846
Foreign government obligations	226,233		10,960		(1,651		)	235,542
Corporate securities	29,025,709		1,312,764		(324,276		)	30,014,197
Residential mortgage backed securities	1,116,718		86,066		(1,452		)	1,201,332
Commercial mortgage backed securities	5,493,082		90,317		(39,887		)	5,543,512
Other asset backed securities	5,784,060		54,300		(169,723		)	5,668,637
	$	46,727,050	$	1,890,597	$	(580,540	)	$	48,037,107

December 31, 2018
Fixed maturity securities, available for sale:
United States Government full faith and credit	$	11,872	$	102	$	(322	)	$	11,652
United States Government sponsored agencies	1,208,468		13,095		(83,034		)	1,138,529
United States municipalities, states and territories	3,880,703		261,222		(15,658		)	4,126,267
Foreign government obligations	226,860		7,573		(4,159		)	230,274
Corporate securities	28,483,138		727,105		(838,729		)	28,371,514
Residential mortgage backed securities	1,134,623		71,661		(4,125		)	1,202,159
Commercial mortgage backed securities	5,492,271		21,558		(134,826		)	5,379,003
Other asset backed securities	5,693,255		41,308		(270,234		)	5,464,329
	$	46,131,190	$	1,143,624	$	(1,351,087	)	$	45,923,727

The amortized cost and fair value of fixed maturity securities at March 31, 2019 , by contractual maturity, 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 separate lines.



	Available for sale
	Amortized Cost		Fair Value
	(Dollars in thousands)
Due in one year or less	$	372,763	$	375,768
Due after one year through five years	5,629,851		5,733,881
Due after five years through ten years	10,015,444		10,199,974
Due after ten years through twenty years	9,853,081		10,534,563
Due after twenty years	8,462,051		8,779,440
	34,333,190		35,623,626
Residential mortgage backed securities	1,116,718		1,201,332
Commercial mortgage backed securities	5,493,082		5,543,512
Other asset backed securities	5,784,060		5,668,637
	$	46,727,050	$	48,037,107

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Net unrealized gains (losses) on available for sale fixed maturity securities reported as a separate component of stockholders' equity were comprised of the following:



	March 31, 2019			December 31, 2018
	(Dollars in thousands)
Net unrealized gains (losses) on available for sale fixed maturity securities	$	1,310,057		$	(207,463	)
Adjustments for assumed changes in amortization of deferred policy acquisition costs and deferred sales inducements	(688,330		)	112,571
Deferred income tax valuation allowance reversal	22,534			22,534
Deferred income tax benefit (expense)	(130,564		)	19,926
Net unrealized gains (losses) reported as accumulated other comprehensive income (loss)	$	513,697		$	(52,432	)

The National Association of Insurance Commissioners ("NAIC") assigns designations to fixed maturity securities. These designations range from Class 1 (highest quality) to Class 6 (lowest quality). In general, securities are assigned a designation based upon the ratings they are given by the Nationally Recognized Statistical Rating Organizations ("NRSRO’s"). The NAIC designations are utilized by insurers in preparing their annual statutory statements. NAIC Class 1 and 2 designations are considered "investment grade" while NAIC Class 3 through 6 designations are considered "non-investment grade." Based on the NAIC designations, we had 97% of our fixed maturity portfolio rated investment grade at both March 31, 2019 and December 31, 2018 , respectively.

The following table summarizes the credit quality, as determined by NAIC designation, of our fixed maturity portfolio as of the dates indicated:



	March 31, 2019				December 31, 2018
NAIC Designation	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
1	$	26,735,031	$	27,929,128	$	26,588,352	$	26,921,843
2	18,402,270		18,615,641		17,901,161		17,528,072
3	1,346,654		1,275,240		1,396,650		1,269,242
4	172,012		147,717		173,987		137,991
5	5,061		5,017		23,836		19,453
6	66,022		64,364		47,204		47,126
	$	46,727,050	$	48,037,107	$	46,131,190	$	45,923,727

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The following table shows our investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities (consisting of 1,471 and 2,715 securities, respectively) have been in a continuous unrealized loss position, at March 31, 2019 and December 31, 2018 :



	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in thousands)
March 31, 2019
Fixed maturity securities, available for sale:
United States Government full faith and credit	$	—	$	—		$	7,794	$	(144	)	$	7,794	$	(144	)
United States Government sponsored agencies	—		—			1,014,518		(39,828		)	1,014,518		(39,828		)
United States municipalities, states and territories	13,121		(48		)	130,540		(3,531		)	143,661		(3,579		)
Foreign government obligations	—		—			37,676		(1,651		)	37,676		(1,651		)
Corporate securities:
Finance, insurance and real estate	255,189		(11,742		)	1,304,783		(47,440		)	1,559,972		(59,182		)
Manufacturing, construction and mining	263,649		(5,570		)	879,477		(39,948		)	1,143,126		(45,518		)
Utilities and related sectors	186,483		(5,154		)	1,076,726		(34,703		)	1,263,209		(39,857		)
Wholesale/retail trade	117,766		(2,227		)	468,303		(30,444		)	586,069		(32,671		)
Services, media and other	436,745		(15,419		)	2,154,502		(131,629		)	2,591,247		(147,048		)
Residential mortgage backed securities	41,759		(485		)	14,201		(967		)	55,960		(1,452		)
Commercial mortgage backed securities	71,872		(514		)	1,611,230		(39,373		)	1,683,102		(39,887		)
Other asset backed securities	3,741,572		(144,987		)	445,355		(24,736		)	4,186,927		(169,723		)
	$	5,128,156	$	(186,146	)	$	9,145,105	$	(394,394	)	$	14,273,261	$	(580,540	)

December 31, 2018
Fixed maturity securities, available for sale:
United States Government full faith and credit	$	543	$	(3	)	$	7,785	$	(319	)	$	8,328	$	(322	)
United States Government sponsored agencies	30,089		(949		)	953,421		(82,085		)	983,510		(83,034		)
United States municipalities, states and territories	340,103		(6,816		)	162,997		(8,842		)	503,100		(15,658		)
Foreign government obligations	98,511		(1,748		)	11,859		(2,411		)	110,370		(4,159		)
Corporate securities:
Finance, insurance and real estate	2,501,640		(87,220		)	884,870		(77,507		)	3,386,510		(164,727		)
Manufacturing, construction and mining	2,045,859		(84,972		)	349,738		(34,635		)	2,395,597		(119,607		)
Utilities and related sectors	2,313,271		(82,119		)	591,482		(45,838		)	2,904,753		(127,957		)
Wholesale/retail trade	1,032,603		(51,228		)	198,805		(26,326		)	1,231,408		(77,554		)
Services, media and other	4,618,477		(196,520		)	1,072,722		(152,364		)	5,691,199		(348,884		)
Residential mortgage backed securities	145,613		(2,638		)	22,689		(1,487		)	168,302		(4,125		)
Commercial mortgage backed securities	2,141,560		(37,150		)	2,090,835		(97,676		)	4,232,395		(134,826		)
Other asset backed securities	4,073,249		(252,265		)	271,994		(17,969		)	4,345,243		(270,234		)
	$	19,341,518	$	(803,628	)	$	6,619,197	$	(547,459	)	$	25,960,715	$	(1,351,087	)

The unrealized losses at March 31, 2019 are principally related to timing of the purchases of these securities, which carry less yield than those available at March 31, 2019 . Approximately 81% and 87% of the unrealized losses on fixed maturity securities shown in the above table for March 31, 2019 and December 31, 2018 , respectively, are on securities that are rated investment grade, defined as being the highest two NAIC designations.

Because we did not have the intent to sell fixed maturity securities with unrealized losses and it was not more likely than not that we would be required to sell these securities prior to recovery of the amortized cost, which may be maturity, we did not consider these investments to be other than temporarily impaired as of March 31, 2019 and December 31, 2018 .

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Changes in net unrealized gains/losses on investments for the three months ended March 31, 2019 and 2018 are as follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Fixed maturity securities held for investment carried at amortized cost	$	—		$	(7,021	)
Investments carried at fair value:
Fixed maturity securities, available for sale	$	1,517,520		$	(1,215,695	)
	1,517,520			(1,215,695		)
Adjustment for effect on other balance sheet accounts:
Deferred policy acquisition costs and deferred sales inducements	(800,901		)	643,323
Deferred income tax asset/liability	(150,490		)	120,201
	(951,391		)	763,524
Change in net unrealized gains/losses on investments carried at fair value	$	566,129		$	(452,171	)

Proceeds from sales of available for sale securities for the three months ended March 31, 2019 and 2018 were $136.0 million and $85.5 million , respectively. Scheduled principal repayments, calls and tenders for available for sale fixed maturity securities for the three months ended March 31, 2019 and 2018 were $150.9 million and $180.4 million , respectively.

Realized gains and losses on sales are determined on the basis of specific identification of investments based on the trade date. Net realized gains (losses) on investments, excluding net OTTI losses for the three months ended March 31, 2019 and 2018 , are as follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Available for sale fixed maturity securities:
Gross realized gains	$	1,171		$	1,382
Gross realized losses	(1,794		)	(2,102		)
	(623		)	(720		)
Mortgage loans on real estate:
Decrease in allowance for credit losses	60			300
Recovery of specific allowance	—			722
	60			1,022
	$	(563	)	$	302

Losses on available for sale fixed maturity securities in 2019 and 2018 were realized primarily due to strategies to reposition the fixed maturity security portfolio that result in improved net investment income, credit risk or duration profiles as they pertain to our asset liability management.

We review and analyze all investments on an ongoing basis for changes in market interest rates and credit deterioration. This review process includes analyzing our ability to recover the amortized cost basis of each investment that has a fair value that is materially lower than its amortized cost and requires a high degree of management judgment and involves uncertainty. The evaluation of securities for other than temporary impairments is a quantitative and qualitative process, which is subject to risks and uncertainties.

We have a policy and process to identify securities that could potentially have impairments that are other than temporary. This process involves monitoring market events and other items that could impact issuers. The evaluation includes but is not limited to such factors as:


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


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


•	the remaining payment terms and the financial condition and near-term prospects of the issuer;


•	the lack of ability to refinance due to liquidity problems in the credit market;


•	the fair value of any underlying collateral;


•	the existence of any credit protection available;


•	our intent to sell and whether it is more likely than not we would be required to sell prior to recovery for debt securities;


•	consideration of rating agency actions; and


•	changes in estimated cash flows of mortgage and asset backed securities.

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We determine whether other than temporary impairment losses should be recognized for debt securities by assessing all facts and circumstances surrounding each security. Where the decline in fair value of debt securities is attributable to changes in market interest rates or to factors such as market volatility, liquidity and spread widening, and we anticipate recovery of all contractual or expected cash flows, we do not consider these investments to be other than temporarily impaired because we do not intend to sell these investments and it is not more likely than not we will be required to sell these investments before a recovery of amortized cost, which may be maturity.

If we intend to sell a debt security or if it is more likely than not that we will be required to sell a debt security before recovery of its amortized cost basis, other than temporary impairment has occurred and the difference between amortized cost and fair value will be recognized as a loss in operations.

If we do not intend to sell and it is not more likely than not we will be required to sell the debt security but also do not expect to recover the entire amortized cost basis of the security, an impairment loss would be recognized in operations in the amount of the expected credit loss. We determine the amount of expected credit loss by calculating the present value of the cash flows expected to be collected discounted at each security's acquisition yield based on our consideration of whether the security was of high credit quality at the time of acquisition. The difference between the present value of expected future cash flows and the amortized cost basis of the security is the amount of credit loss recognized in operations. The remaining amount of the other than temporary impairment is recognized in other comprehensive income (loss).

The determination of the credit loss component of a mortgage backed security is based on a number of factors. The primary consideration in this evaluation process is the issuer's ability to meet current and future interest and principal payments as contractually stated at time of purchase. Our review of these securities includes an analysis of the cash flow modeling under various default scenarios considering independent third party benchmarks, the seniority of the specific tranche within the structure of the security, the composition of the collateral and the actual default, loss severity and prepayment experience exhibited. With the input of third party assumptions for default projections, loss severity and prepayment expectations, we evaluate the cash flow projections to determine whether the security is performing in accordance with its contractual obligation.

We utilize the models from a leading structured product software specialist serving institutional investors. These models incorporate each security's seniority and cash flow structure. In circumstances where the analysis implies a potential for principal loss at some point in the future, we use the "best estimate" cash flow projection discounted at the security's effective yield at acquisition to determine the amount of our potential credit loss associated with this security. The discounted expected future cash flows equates to our expected recovery value. Any shortfall of the expected recovery when compared to the amortized cost of the security will be recorded as the credit loss component of other than temporary impairment.

The cash flow modeling is performed on a security-by-security basis and incorporates actual cash flows on the residential mortgage backed securities through the current period, as well as the projection of remaining cash flows using a number of assumptions including default rates, prepayment rates and loss severity rates. The default curves we use are tailored to the Prime or Alt-A residential mortgage backed securities that we own, which assume lower default rates and loss severity for Prime securities versus Alt-A securities. These default curves are scaled higher or lower depending on factors such as current underlying mortgage loan performance, rating agency loss projections, loan to value ratios, geographic diversity, as well as other appropriate considerations.

The determination of the credit loss component of a corporate bond is based on the underlying financial performance of the issuer and their ability to meet their contractual obligations. Considerations in our evaluation include, but are not limited to, credit rating changes, financial statement and ratio analysis, changes in management, significant changes in credit spreads, breaches of financial covenants and a review of the economic outlook for the industry and markets in which they trade. In circumstances where an issuer appears unlikely to meet its future obligation, or the security's price decline is deemed other than temporary, an estimate of credit loss is determined. Credit loss is calculated using default probabilities as derived from the credit default swaps markets in conjunction with recovery rates derived from independent third party analysis or a best estimate of credit loss. This credit loss rate is then incorporated into a present value calculation based on an expected principal loss in the future discounted at the yield at the date of purchase and compared to amortized cost to determine the amount of credit loss associated with the security.

In addition, for debt securities which we do not intend to sell and it is not more likely than not we will be required to sell, but our intent changes due to changes or events that could not have been reasonably anticipated, an other than temporary impairment charge is recognized. Once an impairment charge has been recorded, we then continue to review the other than temporarily impaired securities for appropriate valuation on an ongoing basis. Unrealized losses may be recognized in future periods through a charge to earnings should we later conclude that the decline in fair value below amortized cost is other than temporary pursuant to our accounting policy described above. The use of different methodologies and assumptions to determine the fair value of investments and the timing and amount of impairments may have a material effect on the amounts presented in our consolidated financial statements.

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There were no other than temporary impairments for the three months ended March 31, 2019 . The following table summarizes other than temporary impairments for the three months ended March 31, 2018 , by asset type:



	Number of Securities	Total OTTI Losses			Portion of OTTI Losses Recognized in (from) Other Comprehensive Income		Net OTTI Losses Recognized in Operations
		(Dollars in thousands)
Three months ended March 31, 2018
Fixed maturity securities, available for sale:
Corporate securities:
Consumer discretionary	1	$	(907	)	$	—	$	(907	)

The cumulative portion of other than temporary impairments determined to be credit losses which have been recognized in operations for debt securities are summarized as follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Cumulative credit loss at beginning of period	$	(175,398	)	$	(157,066	)
Additions for the amount related to credit losses for which OTTI has not previously been recognized	—			(907		)
Additional credit losses on securities for which OTTI has previously been recognized	—			—
Accumulated losses on securities that were disposed of during the period	—			3,900
Cumulative credit loss at end of period	$	(175,398	)	$	(154,073	)

The following table summarizes the cumulative noncredit portion of OTTI and the change in fair value since recognition of OTTI, both of which were recognized in other comprehensive income, by major type of security, for securities that are part of our investment portfolio at March 31, 2019 and December 31, 2018 :



	Amortized Cost		OTTI Recognized in Other Comprehensive Income (Loss)			Change in Fair Value Since OTTI was Recognized			Fair Value
	(Dollars in thousands)
March 31, 2019
Fixed maturity securities, available for sale:
Corporate securities	$	69,725	$	(3,700	)	$	11,082		$	77,107
Residential mortgage backed securities	236,606		(167,846		)	199,952			268,712
Commercial mortgage backed securities	31,964		—			800			32,764
Other asset backed securities	1,642		—			(84		)	1,558
	$	339,937	$	(171,546	)	$	211,750		$	380,141
December 31, 2018
Fixed maturity securities, available for sale:
Corporate securities	$	69,580	$	(3,700	)	$	6,195		$	72,075
Residential mortgage backed securities	245,691		(167,846		)	199,191			277,036
Commercial mortgage backed securities	35,244		—			—			35,244
Other asset backed securities	1,692		—			326			2,018
	$	352,207	$	(171,546	)	$	205,712		$	386,373

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4. Mortgage Loans on Real Estate

Our mortgage loan portfolio is summarized in the following table. There were commitments outstanding of $69.3 million at March 31, 2019 .



	March 31, 2019			December 31, 2018
	(Dollars in thousands)
Principal outstanding	$	3,059,265		$	2,952,464
Loan loss allowance	(8,179		)	(8,239		)
Deferred prepayment fees	(1,088		)	(1,134		)
Carrying value	$	3,049,998		$	2,943,091

The portfolio consists of commercial 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. The mortgage loan portfolio is summarized by geographic region and property type as follows:



	March 31, 2019				December 31, 2018
	Principal		Percent		Principal		Percent
	(Dollars in thousands)
Geographic distribution
East	$	578,066	18.9	%	$	586,773	19.9	%
Middle Atlantic	197,754		6.5	%	168,969		5.7	%
Mountain	366,235		12.0	%	357,642		12.1	%
New England	9,352		0.3	%	9,418		0.3	%
Pacific	549,935		18.0	%	521,363		17.7	%
South Atlantic	713,449		23.3	%	694,599		23.5	%
West North Central	292,494		9.5	%	291,890		9.9	%
West South Central	351,980		11.5	%	321,810		10.9	%
	$	3,059,265	100.0	%	$	2,952,464	100.0	%
Property type distribution
Office	$	262,455	8.6	%	$	268,932	9.1	%
Medical Office	33,005		1.1	%	33,467		1.1	%
Retail	1,135,366		37.1	%	1,091,627		37.0	%
Industrial/Warehouse	813,667		26.6	%	762,887		25.8	%
Apartment	610,399		19.9	%	600,638		20.3	%
Agricultural	32,274		1.1	%	25,000		0.9	%
Mixed use/other	172,099		5.6	%	169,913		5.8	%
	$	3,059,265	100.0	%	$	2,952,464	100.0	%

Our financing receivables currently consist of one portfolio segment which is our commercial mortgage loan portfolio. These are mortgage loans with collateral consisting of commercial real estate and borrowers consisting mostly of limited liability partnerships or limited liability corporations.

We evaluate our mortgage loan portfolio for the establishment of a loan loss allowance by specific identification of impaired loans and the measurement of an estimated loss for each individual loan identified. A mortgage loan is impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. If we determine that the value of any specific mortgage loan is impaired, the carrying amount of the mortgage loan will be reduced to its fair value, based upon the present value of expected future cash flows from the loan discounted at the loan's effective interest rate, or the fair value of the underlying collateral less estimated costs to sell.

In addition, we analyze the mortgage loan portfolio for the need of a general loan allowance for probable losses on all other loans on a quantitative and qualitative basis. The amount of the general loan allowance is based upon management's evaluation of the collectability of the loan portfolio, historical loss experience, delinquencies, credit concentrations, underwriting standards and national and local economic conditions.

We rate each of the mortgage loans in our portfolio based on factors such as historical operating performance, loan to value ratio and economic outlook, among others. We calculate a loss factor to apply to each rating based on historical losses we have recognized in our mortgage loan portfolio. We apply the loss factors to the total principal outstanding within each rating category to determine an appropriate estimate of the general loan loss allowance. We also assess the portfolio qualitatively and apply a loss rate to all loans without a specific allowance based on management's assessment of economic conditions, and we apply an additional amount of loss allowance to a group of loans that we have identified as having higher risk of loss.

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The following table presents a rollforward of our specific and general valuation allowances for mortgage loans on real estate:



	Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
	Specific Allowance			General Allowance			Specific Allowance			General Allowance
	(Dollars in thousands)
Beginning allowance balance	$	(229	)	$	(8,010	)	$	(1,418	)	$	(6,100	)
Charge-offs	—			—			—			—
Recoveries	—			—			722			—
Change in provision for credit losses	—			60			—			300
Ending allowance balance	$	(229	)	$	(7,950	)	$	(696	)	$	(5,800	)

The specific allowance represents the total credit loss allowances on loans which are individually evaluated for impairment. The general allowance is for the group of loans discussed above which are collectively evaluated for impairment. The following table presents the total outstanding principal of loans evaluated for impairment by basis of impairment method:



	March 31, 2019		December 31, 2018
	(Dollars in thousands)
Individually evaluated for impairment	$	1,247	$	1,253
Collectively evaluated for impairment	3,058,018		2,951,211
Total loans evaluated for impairment	$	3,059,265	$	2,952,464

Charge-offs include allowances that have been established on loans that were satisfied either by taking ownership of the collateral or by some other means such as discounted pay-off or loan sale. When ownership of the property is taken it is recorded at the lower of the mortgage loan's carrying value or the property's fair value (based on appraised values) less estimated costs to sell. The real estate owned is recorded as a component of Other investments and the mortgage loan is recorded as fully paid, with any allowance for credit loss that has been established charged off. Fair value of the real estate is determined by third party appraisal. Recoveries are situations where we have received a payment from the borrower in an amount greater than the carrying value of the loan (principal outstanding less specific allowance). We did not own any real estate during the three months ended March 31, 2019 and 2018.

We analyze credit risk of our mortgage loans by analyzing all available evidence on loans that are delinquent and loans that are in a workout period.



	March 31, 2019		December 31, 2018
	(Dollars in thousands)
Credit Exposure - By Payment Activity
Performing	$	3,059,265	$	2,952,464
In workout	—		—
Collateral dependent	—		—
	$	3,059,265	$	2,952,464

Loans that are categorized as "in workout" consist of loans that we have agreed to lower or no mortgage payments for a period of time while the borrowers address cash flow and/or operational issues. The key features of these workouts have been determined on a loan-by-loan basis. Most of these loans are in a period of low cash flow due to tenants vacating their space or tenants requesting rent relief during difficult economic periods. Generally, we have allowed the borrower a six month interest only period and in some cases a twelve month period of interest only. Interest only workout loans are expected to return to their regular debt service payments after the interest only period. Interest only loans that are not fully amortizing will have a larger balance at their balloon date than originally contracted. Fully amortizing loans that are in interest only periods will have larger debt service payments for their remaining term due to lost principal payments during the interest only period. In limited circumstances we have allowed borrowers to pay the principal portion of their loan payment into an escrow account that can be used for capital and tenant improvements for a period of not more than twelve months. In these situations new loan amortization schedules are calculated based on the principal not collected during this twelve month workout period and larger payments are collected for the remaining term of each loan. In all cases, the original interest rate and maturity date have not been modified, and we have not forgiven any principal amounts.

Mortgage loans are considered delinquent when they become 60 days or more past due. In general, when loans become 90 days past due, become collateral dependent or enter a period with no debt service payments required we place them on non-accrual status and discontinue recognizing interest income. If payments are received on a delinquent loan, interest income is recognized to the extent it would have been recognized if normal principal and interest would have been received timely. If payments are received to bring a delinquent loan back to current we will resume accruing interest income on that loan. There were no loans in non-accrual status at March 31, 2019 and December 31, 2018 , respectively.

We define collateral dependent loans as those mortgage loans for which we will depend on the value of the collateral real estate to satisfy the outstanding principal of the loan.

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All of our commercial mortgage loans depend on the cash flow of the borrower to be at a sufficient level to service the principal and interest payments as they come due. In general, cash inflows of the borrowers are generated by collecting monthly rent from tenants occupying space within the borrowers' properties. Our borrowers face collateral risks such as tenants going out of business, tenants struggling to make rent payments as they become due, and tenants canceling leases and moving to other locations. We have a number of loans where the real estate is occupied by a single tenant. Our borrowers sometimes face both a reduction in cash flow on their mortgage property as well as a reduction in the fair value of the real estate collateral. If borrowers are unable to replace lost rent revenue and increases in the fair value of their property do not materialize, we could potentially incur more losses than what we have allowed for in our specific and general loan loss allowances.

Aging of financing receivables is summarized in the following table, with loans in a "workout" period as of the reporting date considered current if payments are current in accordance with agreed upon terms:



	30 - 59 Days		60 - 89 Days		90 Days and Over		Total Past Due		Current		Collateral Dependent Receivables		Total Financing Receivables
	(Dollars in thousands)
Commercial Mortgage Loans
March 31, 2019	$	—	$	—	$	—	$	—	$	3,059,265	$	—	$	3,059,265
December 31, 2018	$	—	$	—	$	—	$	—	$	2,952,464	$	—	$	2,952,464

Financing receivables summarized in the following two tables represent all loans that we are either not currently collecting, or those we feel it is probable we will not collect all amounts due according to the contractual terms of the loan agreements (all loans that we have worked with the borrower to alleviate short-term cash flow issues, loans delinquent for 60 days or more at the reporting date, loans we have determined to be collateral dependent and loans that we have recorded specific impairments on that we feel may continue to have performance issues).



	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
March 31, 2019
Mortgage loans with an allowance	$	1,018	$	1,247	$	(229	)
Mortgage loans with no related allowance	—		—		—
	$	1,018	$	1,247	$	(229	)
December 31, 2018
Mortgage loans with an allowance	$	1,024	$	1,253	$	(229	)
Mortgage loans with no related allowance	—		—		—
	$	1,024	$	1,253	$	(229	)



	Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
Three months ended March 31, 2019
Mortgage loans with an allowance	$	1,021	$	17
Mortgage loans with no related allowance	—		—
	$	1,021	$	17
Three months ended March 31, 2018
Mortgage loans with an allowance	$	2,509	$	50
Mortgage loans with no related allowance	1,415		21
	$	3,924	$	71

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A Troubled Debt Restructuring ("TDR") is a situation where we have granted a concession to a borrower for economic or legal reasons related to the borrower's financial difficulties that we would not otherwise consider. A mortgage loan that has been granted new terms, including workout terms as described previously, would be considered a TDR if it meets conditions that would indicate a borrower is experiencing financial difficulty and the new terms constitute a concession on our part. We analyze all loans where we have agreed to workout terms and all loans that we have refinanced to determine if they meet the definition of a TDR. We consider the following factors in determining whether or not a borrower is experiencing financial difficulty:


•	borrower is in default,


•	borrower has declared bankruptcy,


•	there is growing concern about the borrower's ability to continue as a going concern,


•	borrower has insufficient cash flows to service debt,


•	borrower's inability to obtain funds from other sources, and


•	there is a breach of financial covenants by the borrower.

If the borrower is determined to be in financial difficulty, we consider the following conditions to determine if the borrower is granted a concession:


•	assets used to satisfy debt are less than our recorded investment,


•	interest rate is modified,


•	maturity date extension at an interest rate less than market rate,


•	capitalization of interest,


•	delaying principal and/or interest for a period of three months or more, and


•	partial forgiveness of the balance or charge-off.

Mortgage loan workouts, refinances or restructures that are classified as TDRs are individually evaluated and measured for impairment. There were no mortgage loans on commercial real estate that we determined to be a TDR at March 31, 2019 and December 31, 2018.

5. Derivative Instruments

None of our derivatives qualify for hedge accounting, thus, any change in the fair value of the derivatives is recognized immediately in the consolidated statements of operations. The fair value of our derivative instruments, including derivative instruments embedded in fixed index annuity contracts, presented in the consolidated balance sheets are as follows:



	March 31, 2019		December 31, 2018
	(Dollars in thousands)
Assets
Derivative instruments
Call options	$	755,866	$	205,149
Other assets
Interest rate caps	268		597
Interest rate swap	—		354
	$	756,134	$	206,100
Liabilities
Policy benefit reserves - annuity products
Fixed index annuities - embedded derivatives, net	$	8,876,055	$	8,165,405
Other liabilities
Interest rate swap	95		—
	$	8,876,150	$	8,165,405

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The changes in fair value of derivatives included in the unaudited consolidated statements of operations are as follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Change in fair value of derivatives:
Call options	$	385,166		$	(452,598	)
Interest rate swap	(368		)	1,040
Interest rate caps	(329		)	475
	$	384,469		$	(451,083	)
Change in fair value of embedded derivatives:
Fixed index annuities - embedded derivatives	$	652,642		$	(1,106,023	)
Other changes in difference between policy benefit reserves computed using derivative accounting vs. long-duration contracts accounting	113,681			238,791
	$	766,323		$	(867,232	)

The amounts presented as "Other changes in difference between policy benefit reserves computed using derivative accounting vs. long-duration contracts accounting" represents 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 derivatives that is presented as Level 3 liabilities in Note 2.

We have fixed index annuity products that guarantee the return of principal to the policyholder and credit interest based on a percentage of the gain in a specified market index. When fixed index annuity deposits are received, a portion of the deposit is used to purchase derivatives consisting of call options on the applicable market indices to fund the index credits due to fixed index annuity policyholders. Substantially all such call options are one year options purchased to match the funding requirements of the underlying policies. The call options are marked to fair value with the change in fair value included as a component of revenues. The change in fair value of derivatives includes the gains or losses recognized at the expiration of the option term and the changes in fair value for open positions. On the respective anniversary dates of the index policies, the index used to compute the index credit is reset and we purchase new call options to fund the next index credit. We manage the cost of these purchases through the terms of our fixed index annuities, which permit us to change caps, participation rates, and/or asset fees, subject to guaranteed minimums on each policy's anniversary date. By adjusting caps, participation rates, or asset fees, we can generally manage option costs except in cases where the contractual features would prevent further modifications.

Our strategy attempts to mitigate any potential risk of loss due to the nonperformance of the counterparties to these call options through a regular monitoring process which evaluates the program's effectiveness. We do not purchase call options that would require payment or collateral to another institution and our call options do not contain counterparty credit-risk-related contingent features. We are exposed to risk of loss in the event of nonperformance by the counterparties and, accordingly, we purchase our option contracts from multiple counterparties and evaluate the creditworthiness of all counterparties prior to purchase of the contracts. All of these options have been purchased from nationally recognized financial institutions with a Standard and Poor's credit rating of A- or higher at the time of purchase and the maximum credit exposure to any single counterparty is subject to concentration limits. We also have credit support agreements that allow us to request the counterparty to provide collateral to us when the fair value of our exposure to the counterparty exceeds specified amounts.

The notional amount and fair value of our call options by counterparty and each counterparty's current credit rating are as follows:



			March 31, 2019				December 31, 2018
Counterparty	Credit Rating (S&P)	Credit Rating (Moody's)	Notional Amount		Fair Value		Notional Amount		Fair Value
			(Dollars in thousands)
Bank of America	A+	Aa2	$	5,641,352	$	57,470	$	6,518,808	$	6,704
Barclays	A	A2	3,068,667		83,334		2,301,414		27,032
Canadian Imperial Bank of Commerce	A+	Aa2	4,462,047		94,054		4,856,150		29,313
Citibank, N.A.	A+	Aa3	5,059,808		100,240		4,792,208		27,239
Credit Suisse	A	A1	2,532,127		42,045		2,877,916		12,887
J.P. Morgan	A+	Aa2	4,088,686		73,386		3,701,964		17,564
Morgan Stanley	A+	A1	3,551,302		22,463		3,560,044		1,561
Royal Bank of Canada	AA-	A2	2,176,990		55,006		1,871,305		14,011
Societe Generale	A	A1	3,030,360		77,099		2,343,165		21,681
SunTrust	A-	Baa1	1,717,542		39,042		1,755,030		12,047
Wells Fargo	A+	Aa2	4,102,362		106,838		4,618,569		33,398
Exchange traded			273,071		4,889		224,204		1,712
			$	39,704,314	$	755,866	$	39,420,777	$	205,149

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As of March 31, 2019 and December 31, 2018 , we held $0.7 billion and $0.2 billion , respectively, of cash and cash equivalents and other securities from counterparties for derivative collateral, which is included in Other liabilities on our consolidated balance sheets. This derivative collateral limits the maximum amount of economic loss due to credit risk that we would incur if parties to the call options failed completely to perform according to the terms of the contracts to $66.6 million and $16.1 million at March 31, 2019 and December 31, 2018 , respectively.

The future index credits on our fixed index annuities are treated as a "series of embedded derivatives" over the expected life of the applicable contract. We do not purchase call options to fund the index liabilities which may arise after the next policy anniversary date. We must value both the call options and the related forward embedded options in the policies at fair value.

We entered into an interest rate swap and interest rate caps to manage interest rate risk associated with the floating rate component on certain of our subordinated debentures. See Note 10 in our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on our subordinated debentures. The terms of the interest rate swap provide that we pay a fixed rate of interest and receive a floating rate of interest. The terms of the interest rate caps limit the three month LIBOR to 2.50% . The interest rate swap and caps are not effective hedges under accounting guidance for derivative instruments and hedging activities. Therefore, we record the interest rate swap and caps at fair value and any net cash payments received or paid are included in the change in fair value of derivatives in the unaudited consolidated statements of operations.

Details regarding the interest rate swap are as follows:

Notional

Pay

March 31, 2019

December 31, 2018

Maturity Date

Amount

Receive Rate

Rate

Counterparty

Fair Value

(Dollars in thousands)

March 15, 2021

85,500

LIBOR

2.415

SunTrust

(95

)

354

Details regarding the interest rate caps are as follows:



	Notional			Cap			March 31, 2019		December 31, 2018
Maturity Date	Amount		Floating Rate	Rate		Counterparty	Fair Value
							(Dollars in thousands)
July 7, 2021	$	40,000	LIBOR	2.50	%	SunTrust	$	137	$	302
July 8, 2021	12,000		LIBOR	2.50	%	SunTrust	41		91
July 29, 2021	27,000		LIBOR	2.50	%	SunTrust	90		204
	$	79,000					$	268	$	597

The interest rate swap converts floating rates to fixed rates until March 2021. The interest rate caps cap our interest rates until July 2021.

6. Notes Payable and Amounts Due Under Repurchase Agreements

Notes payable includes the following:



	March 31, 2019			December 31, 2018
	(Dollars in thousands)
Senior notes due 2027
Principal	$	500,000		$	500,000
Unamortized debt issue costs	(4,980		)	(5,102		)
Unamortized discount	(300		)	(307		)
	$	494,720		$	494,591

On June 16, 2017, we issued $500 million aggregate principal amount of senior unsecured notes due 2027 which bear interest at 5.0% per year and will mature on June 15, 2027 (the "2027 Notes"). The 2027 Notes were issued at a $0.3 million discount, which is being amortized over the term of the 2027 Notes using the effective interest method. Contractual interest is payable semi-annually in arrears each June 15th and December 15th. The initial transaction fees and costs totaling $5.8 million were capitalized as deferred financing costs and are being amortized over the term of the 2027 Notes using the effective interest method.

As part of our investment strategy, we enter into securities repurchase agreements (short-term collateralized borrowings). When we do borrow cash on these repurchase agreements, we pledge collateral in the form of debt securities with fair values approximately equal to the amount due and we use the cash to purchase debt securities ahead of the time we collect the cash from selling annuity policies to avoid a lag between the investment of funds and the obligation to credit interest to policyholders. We earn investment income on the securities purchased with these borrowings at a rate in excess of the cost of these borrowings. Such borrowings averaged $89.2 million and $7.6 million and the maximum amount borrowed was $243.6 million and $137.3 million during the three months ended March 31, 2019 and March 31, 2018 , respectively. The weighted average interest rate on amounts due under repurchase agreements was 2.67% and 1.63% for the three months ended March 31, 2019 and March 31, 2018 , respectively.

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7. Commitments and Contingencies

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

In accordance with applicable accounting guidelines, we establish an accrued liability for litigation and regulatory matters when those matters present loss contingencies that are both probable and estimable. As a litigation or regulatory matter is developing we, in conjunction with outside counsel, evaluate on an ongoing basis whether the matter presents a loss contingency that meets conditions indicating the need for accrual and/or disclosure, and if not the matter will continue to be monitored for further developments. If and when the loss contingency related to litigation or regulatory matters is deemed to be both probable and estimable, we will establish an accrued liability with respect to that matter and will continue to monitor the matter for further developments that may affect the amount of the accrued liability.

There can be no assurance that any pending or future litigation will not have a material adverse effect on our business, financial condition, or results of operations.

In addition to our commitments to fund mortgage loans, we have unfunded commitments at March 31, 2019 to limited partnerships of $53.7 million , to secured bank loans of $1.2 million and to privately placed corporate securities of $21.0 million .

8. Earnings (Loss) Per Share

The following table sets forth the computation of earnings (loss) per common share and earnings (loss) per common share - assuming dilution:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands, except per share data)
Numerator:
Net income (loss) - numerator for earnings (loss) per common share	$	(30,010	)	$	140,962

Denominator:
Weighted average common shares outstanding	90,883,254			90,017,166
Effect of dilutive securities:
Stock options and deferred compensation agreements	455,001			850,292
Restricted stock and restricted stock units	405,504			271,890
Denominator for earnings (loss) per common share - assuming dilution	91,743,759			91,139,348

Earnings (loss) per common share	$	(0.33	)	$	1.57
Earnings (loss) per common share - assuming dilution	$	(0.33	)	$	1.55

There were no options to purchase shares of our common stock outstanding excluded from the computation of diluted earnings (loss) per share during the three months ended March 31, 2019 or 2018 , as the exercise price of all options outstanding was less than the average market price of our common shares for those periods.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis reviews our unaudited consolidated financial position at March 31, 2019 , and the unaudited consolidated results of operations for the three month periods ended March 31, 2019 and 2018 , 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, 2018 .

Cautionary Statement Regarding Forward-Looking Information

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

•

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


•	customer response to new products and marketing initiatives;


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


•	increasing competition in the sale of annuities;


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


•	the risk factors or uncertainties listed from time to time in our filings with the SEC.

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, 2018 and Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

Our Business and Profitability

We specialize in the sale of individual annuities (primarily fixed index deferred annuities). 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 business model contemplates continued growth in invested assets and non-GAAP operating income while maintaining a high quality investment portfolio that will not experience significant losses from impairments of invested assets. We are committed to maintaining a high quality investment portfolio with limited exposure to below investment grade securities and other riskier assets. Growth in invested assets is predicated on a continuation of our high sales achievements of the last five years while at the same time maintaining a high level of retention of the funds received.

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 impairment of investments,


•	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.

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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 March 31,
	2019	2018
Average yield on invested assets	4.48%	4.36%
Aggregate cost of money	1.90%	1.82%
Aggregate investment spread	2.58%	2.54%

Impact of:
Investment yield - additional prepayment income	0.01%	0.03%
Cost of money benefit from over hedging	0.02%	0.02%

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, 2018 . 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, 2018 .

We continue to be in the midst of an unprecedented period of low interest rates and low yields for investments with the credit quality we prefer which presents a strong headwind to achieving our target rate for investment spread. In response, we have been reducing policyholder crediting rates for new annuities and existing annuities since the fourth quarter of 2011. We continue to have flexibility to reduce our crediting rates if necessary and could decrease our cost of money by approximately 61 basis points if we reduce current rates to guaranteed minimums. In addition, starting in 2017 we began to invest in asset classes that were not traditionally in our portfolio, focusing on investments with less liquidity that provide higher yields and have a track record of positive credit performance. We are looking to improve our investment yield through the opportunistic replacement of lower yielding securities with higher yielding securities. During 2018 we sold $2.1 billion in book value of lower yielding securities for a yield pickup of approximately 170 basis points on these investments. While we anticipate pursuing additional portfolio realignment opportunities in 2019, we would not expect the size to be as large as in 2018. Investment yields on fixed income securities purchased and commercial mortgage loans funded in the first quarter of 2019 decreased compared to 2018 due to a general decline in interest rates, credit spreads tightening and a higher allocation to purchases of corporate bonds during the first quarter of 2019 than we expect for the full year.

Life insurance companies are subject to the NAIC risk-based capital ("RBC") requirements which are intended to be used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. Rating agencies utilize a form of RBC to partially determine capital strength of insurance companies. Our RBC ratio at December 31, 2018 was 360% , and our estimated RBC ratio at March 31, 2019 was 352% .

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Results of Operations for the Three Months Ended March 31, 2019 and 2018

Annuity deposits by product type collected during the three months ended March 31, 2019 and 2018 , were as follows:



	Three Months Ended March 31,
Product Type	2019		2018
	(Dollars in thousands)
American Equity Investment Life Insurance Company:
Fixed index annuities	$	1,027,658	$	833,350
Annual reset fixed rate annuities	3,448		16,217
Multi-year fixed rate annuities	148		2,001
Single premium immediate annuities	2,068		10,630
	1,033,322		862,198
Eagle Life Insurance Company:
Fixed index annuities	177,480		160,564
Annual reset fixed rate annuities	127		273
Multi-year fixed rate annuities	25,568		8,024
	203,175		168,861
Consolidated:
Fixed index annuities	1,205,138		993,914
Annual reset fixed rate annuities	3,575		16,490
Multi-year fixed rate annuities	25,716		10,025
Single premium immediate annuities	2,068		10,630
Total before coinsurance ceded	1,236,497		1,031,059
Coinsurance ceded	54,064		89,695
Net after coinsurance ceded	$	1,182,433	$	941,364

Annuity deposits before and after coinsurance ceded increased 20% and 26% , respectively, during the first quarter of 2019 compared to the same period in 2018. The increase in sales for the three months ended March 31, 2019 compared to the same period in 2018 was primarily attributable to the launch of new products during 2018 to improve our competitive position in the accumulation and guaranteed lifetime income markets and the continued competitiveness of our accumulation products. These factors were partially mitigated by continued competitive pressures within each of our distribution channels. We continue to face a challenging environment for sales of fixed index annuities due to a highly competitive market.

We coinsure 80% of the annuity deposits received from multi-year rate guaranteed annuities and 20% of the fixed index annuities sold by Eagle Life Insurance Company ("Eagle Life") through broker/dealers and banks. The decrease in coinsurance ceded premiums is attributable to a decrease in the coinsurance percentage for fixed index annuities sold by Eagle Life from 50% for the three months ended March 31, 2018 to 20% for the three months ended March 31, 2019, partially offset by increases in premiums from these sources during the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

Net income (loss) decreased to $(30.0) million in the first quarter of 2019 compared to $141.0 million for the same period in 2018 . Net income, in general, has been positively impacted by the growth in 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) increased 5% to $51.3 billion for the first quarter of 2019 compared to $48.8 billion for the same period in 2018 . Our investment spread measured in dollars was $308.8 million for the first quarter of 2019 compared to $283.6 million for the same period in 2018 . As previously mentioned, our investment spread has been positively impacted by our opportunistic replacement of lower yielding securities with higher yielding securities, however yields in general continue to be negatively impacted by the extended low interest rate environment (see Net investment income ).

Net income (loss) is 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 months ended March 31, 2019 was negatively impacted by decreases in the discount rates used to estimate the fair value of our embedded derivative liabilities, the impact of which was partially offset by a decrease in amortization of deferred policy acquisition costs and deferred sales inducements related to the change in fair value of derivatives and embedded derivatives. Net income (loss) for the three months ended March 31, 2018 was positively impacted by increases in the discount rates used to estimate our embedded derivative liabilities, the impact of which was partially offset by an increase 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 ).

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Non-GAAP operating income, a non-GAAP financial measure, increased to $89.4 million in the first quarter of 2019 compared to $77.7 million for the same period in 2018 .

In addition to net income (loss), we have consistently utilized non-GAAP operating income, 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 equals net income (loss) 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 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 together with net income (loss) provides information that may enhance an investor's understanding of our underlying results and profitability.

Non-GAAP operating income is not a substitute for net income (loss) determined in accordance with GAAP. The adjustments made to derive non-GAAP operating income are important to understand our overall results from operations and, if evaluated without proper context, non-GAAP operating income possesses material limitations. As an example, we could produce a low level of net income or a net loss 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 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, it does not include the decrease in cash flows expected to be collected as a result of credit loss OTTI. Therefore, our management reviews net realized investment gains (losses) and analyses of our net investment income, including impacts related to OTTI write-downs, in connection with their review of our investment portfolio. In addition, our management examines net income (loss) as part of their review of our overall financial results.

The adjustments made to net income (loss) to arrive at non-GAAP operating income for the three months ended March 31, 2019 and 2018 are set forth in the table that follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Reconciliation from net income (loss) to non-GAAP operating income:
Net income (loss)	$	(30,010	)	$	140,962
Adjustments to arrive at non-GAAP operating income:
Net realized investment losses, including OTTI	305			23
Change in fair value of derivatives and embedded derivatives - fixed index annuities	150,944			(78,818		)
Change in fair value of derivatives - debt	636			(1,832		)
Income taxes	(32,473		)	17,359
Non-GAAP operating income	$	89,402		$	77,694

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

Annuity product charges (surrender charges assessed against policy withdrawals and fees deducted from policyholder account balances for lifetime income benefit riders) increased 4% to $53.0 million in the first quarter of 2019 compared to $50.7 million for the same period in 2018 . The components of annuity product charges are set forth in the table that follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Surrender charges	$	16,456		$	16,282
Lifetime income benefit riders (LIBR) fees	36,510			34,441
	$	52,966		$	50,723

Withdrawals from annuity policies subject to surrender charges	$	142,100		$	129,996
Average surrender charge collected on withdrawals subject to surrender charges	11.6		%	12.5		%

Fund values on policies subject to LIBR fees	$	4,969,957		$	4,782,117
Weighted average per policy LIBR fee	0.73		%	0.72		%

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The increase in annuity product charges was primarily attributable to an increase in fees assessed for lifetime income benefit riders due to a larger volume of business in force subject to the fee as compared to prior periods. See Interest sensitive and index product benefits below for corresponding expense recognized on lifetime income benefit riders. In addition, surrender charges increased in the first quarter of 2019 as compared to the same period in 2018 due to an increase in withdrawals from annuity policies subject to surrender charges due to a larger volume of business in force and policyholder behavior, which was partially offset by a lower average surrender charge collected on those withdrawals.

Net investment income increased 9% to $558.4 million in the first quarter of 2019 compared to $510.8 million for the same period in 2018 . The increase was principally attributable to the growth in our annuity business and corresponding increases in our invested assets. Average invested assets excluding derivative instruments (on an amortized cost basis) increased 6% to $49.9 billion for the first quarter of 2019 compared to $46.9 billion for the same period in 2018 .

The average yield earned on average invested assets was 4.48% for the first quarter of 2019 compared to 4.36% for the same period in 2018 . The increase in average yield earned for the three months ended March 31, 2019 compared to the same period in 2018 was primarily attributable to investment of new premiums and portfolio cash flows during 2019 and 2018 at rates above the overall portfolio yield, our opportunistic replacement of lower yielding securities with higher yielding securities throughout 2018 as previously discussed and an increase in investment income on our floating rate investment securities due to an increase in the benchmark rates associated with these investments. The average yield on fixed income securities purchased and commercial mortgage loans funded during the three months ended March 31, 2019 was 4.69% , compared to 4.43% for the same period in 2018 .

Change in fair value of derivatives consists of call options purchased to fund annual index credits on fixed index annuities, and an interest rate swap and interest rate caps that hedge our floating rate subordinated debentures. The components of change in fair value of derivatives are as follows:



	Three Months Ended March 31,
	2019			2018
	(Dollars in thousands)
Call options:
Gain (loss) on option expiration	$	(123,680	)	$	291,976
Change in unrealized gains/losses	508,846			(744,574		)
Interest rate swap	(368		)	1,040
Interest rate caps	(329		)	475
	$	384,469		$	(451,083	)

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 fair values and changes in the fair values of those call options between periods. 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 months ended March 31, 2019 and 2018 is as follows:



	Three Months Ended March 31,
	2019	2018
S&P 500 Index
Point-to-point strategy	0.0% - 7.0%	1.0% - 12.6%
Monthly average strategy	0.0% - 6.2%	0.6% - 8.0%
Monthly point-to-point strategy	0.0% - 0.0%	0.0% - 17.5%
Fixed income (bond index) strategies	0.0% - 6.4%	0.0% - 2.5%

The change in fair value of derivatives is also influenced by the aggregate cost of options purchased. The aggregate cost of options has increased primarily due to an increased amount of fixed index annuities in force as well as an increase in the cost of options for certain index strategies experienced during 2018. The average cost of options for the three-months ended March 31, 2019 was below the weighted average cost of options for 2018. 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, 2018 .

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Net realized gains (losses) on investments, excluding OTTI losses include gains and losses on the sale of securities and impairment losses on mortgage loans on real estate which fluctuate from year to year due to changes in the interest rate and economic environment and the timing of the sale of investments, as well as gains (losses) recognized on real estate owned due to any sales and impairments on long-lived assets. See Note 3 to our unaudited consolidated financial statements for a detailed presentation of the types of investments that generated the gains (losses).

Losses on available for sale fixed maturity securities were realized primarily due to strategies to reposition the fixed maturity security portfolio that resulted in improved net investment income, risk or duration profiles as they pertain to our asset liability management. See Financial Condition - Investments and Note 4 to our unaudited consolidated financial statements for additional discussion of allowance for credit losses recognized on mortgage loans on real estate.

Net OTTI losses recognized in operations were $0.0 million in the first quarter of 2019 compared to $0.9 million for the same period in 2018 . See Financial Condition - Other Than Temporary Impairments for additional discussion of other than temporary impairments recognized during the periods presented.

Interest sensitive and index product benefits decreased 73% to $136.7 million in the first quarter of 2019 compared to $514.1 million for the same period in 2018 . The components of interest sensitive and index product benefits are summarized as follows:



	Three Months Ended March 31,
	2019		2018
	(Dollars in thousands)
Index credits on index policies	$	55,925	$	423,940
Interest credited (including changes in minimum guaranteed interest for fixed index annuities)	49,218		56,770
Lifetime income benefit riders	31,531		33,385
	$	136,674	$	514,095

The decrease in index credits was attributable 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 $58.5 million for the three months ended March 31, 2019 , compared to $425.6 million for the same period in 2018 . The decrease in interest credited was due to decreases in the average rate credited to the annuity liabilities outstanding receiving a fixed rate of interest and the amount of annuity liabilities outstanding receiving a fixed rate of interest.

The liability (net of coinsurance ceded) for lifetime income benefit riders was $839.7 million and $808.2 million at March 31, 2019 and December 31, 2018 , respectively.

Amortization of deferred sales inducements , in general, has been increasing each period due to growth in our annuity business and the deferral of sales inducements incurred with respect to sales of premium bonus annuity products. Bonus products represented 80% and 86% of our net annuity account values at March 31, 2019 and March 31, 2018 , respectively. The increases in amortization from these factors have been 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 and net OTTI losses recognized in operations. 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 March 31,
	2019			2018
	(Dollars in thousands)
Amortization of deferred sales inducements before gross profit adjustments	$	68,803		$	67,211
Gross profit adjustments:
Fair value accounting for derivatives and embedded derivatives	(35,387		)	33,456
Net realized gains (losses) on investments and net OTTI losses recognized in operations	(107		)	(244		)
Amortization of deferred sales inducements after gross profit adjustments	$	33,309		$	100,423

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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 5 to our unaudited consolidated financial statements). The components of change in fair value of embedded derivatives are as follows:



	Three Months Ended March 31,
	2019		2018
	(Dollars in thousands)
Fixed index annuities - embedded derivatives	$	652,642	$	(1,106,023	)
Other changes in difference between policy benefit reserves computed using derivative accounting vs. long-duration contracts accounting	113,681		238,791
	$	766,323	$	(867,232	)

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 discount rate used in estimating our embedded derivative liabilities; and (iii) 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" represents 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, 2018 .

The primary reasons for the increase in the change in fair value of the fixed index annuity embedded derivatives during the three months ended March 31, 2019 were increases in the expected index credits on the next policy anniversary dates resulting from an increase in the fair value of the call options acquired to fund these index credits during the three months ended March 31, 2019 as compared to decreases in the expected index credits on the next policy anniversary dates resulting from a decrease in the fair value of the call options acquired to fund these index credits during the three months ended March 31, 2018 and decreases in the discount rates for the three months ended March 31, 2019 as compared to increases in the discount rates for the same period of 2018. The discount rates used in estimating our embedded derivative liabilities fluctuate based on changes in the general level of interest rates and credit spreads.

Amortization of deferred policy acquisition costs , in general, has been increasing each period due to the growth in our annuity business and the deferral of policy acquisition costs incurred with respect to sales of annuity products. The increases in amortization from these factors have been 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 and net OTTI losses recognized in operations. 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 March 31,
	2019			2018
	(Dollars in thousands)
Amortization of deferred policy acquisition costs before gross profit adjustments	$	100,071		$	95,440
Gross profit adjustments:
Fair value accounting for derivatives and embedded derivatives	(54,789		)	45,537
Net realized gains (losses) on investments and net OTTI losses recognized in operations	(150		)	(338		)
Amortization of deferred policy acquisition costs after gross profit adjustments	$	45,132		$	140,639

Other operating costs and expenses increased 25% to $39.0 million in the first quarter of 2019 compared to $31.2 million for the same period in 2018 and are summarized as follows:



	Three Months Ended March 31,
	2019		2018
	(Dollars in thousands)
Salary and benefits	$	20,219	$	16,387
Risk charges	8,709		7,679
Other	10,051		7,174
Total other operating costs and expenses	$	38,979	$	31,240

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Salary and benefits for the three months ended March 31, 2019 reflect increases of $1.8 million due to an increased number of employees related to our growth and $1.5 million for expense recognized under our equity and cash incentive compensation programs ("incentive compensation programs"). The increase in expenses related to our incentive compensation program and other bonus programs was primarily due to increases in the expected payouts due to a larger number of employees participating in the programs and higher potential payouts for certain employees participating in the programs.

The increase in reinsurance risk charges expense for the three months ended March 31, 2019 compared to the same period in 2018 was due to growth in our policyholder liabilities subject to the reinsurance agreement pursuant to which we cede excess regulatory reserves to an unaffiliated reinsurer. The regulatory reserves ceded at March 31, 2019 and 2018 were $857.8 million and $754.0 million, respectively.

Other expenses increased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 primarily as a result of increases in legal fees, consulting fees, increases in depreciation and maintenance expenses primarily related to software and hardware assets and increases in non-deferrable policy acquisition costs associated with marketing expenses and cost of conferences.

Income tax expense (benefit) was $(9.5) million in the first quarter of 2019 compared to $36.6 million for the same period in 2018 . The change in income tax expense was primarily due to changes in income (loss) before income taxes. The effective income tax rates were 24.0% and 20.6% for the three months ended March 31, 2019 and 2018 , 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 an effective rate of approximately 21.6% 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 an effective tax rate of 29.5% reflecting the combined federal / state income tax rates. The effective income tax rates resulting from the combination of the income tax provisions for the life / non-life sources of income (loss) vary from period to period based primarily on the relative size of pretax income (loss) from the two sources.

The effective income tax rate was impacted by a discrete tax item related to share-based compensation that provided a tax benefit for the three months ended March 31, 2019 and 2018 of approximately $1.0 million and $1.6 million, respectively. The effective income tax rates excluding the impact of this discrete item were 21.4% and 21.5% for the three months ended March 31, 2019 and 2018, respectively.

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Financial Condition

Investments

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

Insurance statutes regulate the type of investments that our life subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations and our business and investment strategy, we generally seek to invest in United States government and government-sponsored agency securities, corporate securities, residential and commercial mortgage backed securities, other asset backed securities and United States municipalities, states and territories securities rated investment grade by established NRSRO's or in securities of comparable investment quality, if not rated, and commercial mortgage loans on real estate.

The composition of our investment portfolio is summarized as follows:



	March 31, 2019				December 31, 2018
	Carrying Amount		Percent		Carrying Amount		Percent
	(Dollars in thousands)
Fixed maturity securities:
United States Government full faith and credit	$	11,701	—	%	$	11,652	—	%
United States Government sponsored agencies	1,187,340		2.3	%	1,138,529		2.3	%
United States municipalities, states and territories	4,174,846		8.0	%	4,126,267		8.3	%
Foreign government obligations	235,542		0.5	%	230,274		0.5	%
Corporate securities	30,014,197		57.5	%	28,371,514		57.4	%
Residential mortgage backed securities	1,201,332		2.3	%	1,202,159		2.4	%
Commercial mortgage backed securities	5,543,512		10.6	%	5,379,003		10.9	%
Other asset backed securities	5,668,637		10.9	%	5,464,329		11.1	%
Total fixed maturity securities	48,037,107		92.1	%	45,923,727		92.9	%
Mortgage loans on real estate	3,049,998		5.8	%	2,943,091		6.0	%
Derivative instruments	755,866		1.4	%	205,149		0.4	%
Other investments	361,804		0.7	%	355,531		0.7	%
	$	52,204,775	100.0	%	$	49,427,498	100.0	%

Fixed Maturity Securities

Our fixed maturity security portfolio is managed to minimize risks such as interest rate changes and defaults or impairments while earning a sufficient and stable return on our investments. The largest portion of our fixed maturity securities are in investment grade (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:



	March 31, 2019				December 31, 2018
Rating Agency Rating	Carrying Amount		Percent of Fixed Maturity Securities		Carrying Amount		Percent of Fixed Maturity Securities
	(Dollars in thousands)
Aaa/Aa/A	$	28,011,527	58.3	%	$	27,052,481	58.9	%
Baa	18,454,984		38.4	%	17,265,590		37.6	%
Total investment grade	46,466,511		96.7	%	44,318,071		96.5	%
Ba	1,158,640		2.4	%	1,191,772		2.6	%
B	138,572		0.3	%	139,313		0.3	%
Caa	108,368		0.2	%	122,717		0.3	%
Ca and lower	165,016		0.4	%	151,854		0.3	%
Total below investment grade	1,570,596		3.3	%	1,605,656		3.5	%
	$	48,037,107	100.0	%	$	45,923,727	100.0	%

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The NAIC's Securities Valuation Office ("SVO") is responsible for the day-to-day credit quality assessment and the valuation of fixed maturity 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 a 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

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 a NAIC designation that is higher 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.

As stated previously, 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 has been to invest primarily in investment grade fixed maturity securities. Investment grade is NAIC 1 and 2 securities and Baa3/BBB- and better securities on the NRSRO scale. This strategy meets 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:



	March 31, 2019								December 31, 2018
NAIC Designation	Amortized Cost		Fair Value		Carrying Amount		Percent of Total Carrying Amount		Amortized Cost		Fair Value		Carrying Amount		Percent of Total Carrying Amount
	(Dollars in thousands)								(Dollars in thousands)
1	$	26,735,031	$	27,929,128	$	27,929,128	58.1	%	$	26,588,352	$	26,921,843	$	26,921,843	58.6	%
2	18,402,270		18,615,641		18,615,641		38.8	%	17,901,161		17,528,072		17,528,072		38.2	%
3	1,346,654		1,275,240		1,275,240		2.7	%	1,396,650		1,269,242		1,269,242		2.8	%
4	172,012		147,717		147,717		0.3	%	173,987		137,991		137,991		0.3	%
5	5,061		5,017		5,017		—	%	23,836		19,453		19,453		—	%
6	66,022		64,364		64,364		0.1	%	47,204		47,126		47,126		0.1	%
	$	46,727,050	$	48,037,107	$	48,037,107	100.0	%	$	46,131,190	$	45,923,727	$	45,923,727	100.0	%

The amortized cost and fair value of fixed maturity securities at March 31, 2019 , by contractual maturity, are presented in Note 3 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:



	Number of Securities	Amortized Cost		Unrealized Losses			Fair Value
		(Dollars in thousands)
March 31, 2019
Fixed maturity securities, available for sale:
United States Government full faith and credit	4	$	7,938	$	(144	)	$	7,794
United States Government sponsored agencies	21	1,054,346		(39,828		)	1,014,518
United States municipalities, states and territories	35	147,240		(3,579		)	143,661
Foreign government obligations	2	39,327		(1,651		)	37,676
Corporate securities:
Finance, insurance and real estate	120	1,619,154		(59,182		)	1,559,972
Manufacturing, construction and mining	108	1,188,644		(45,518		)	1,143,126
Utilities and related sectors	123	1,303,066		(39,857		)	1,263,209
Wholesale/retail trade	54	618,740		(32,671		)	586,069
Services, media and other	232	2,738,295		(147,048		)	2,591,247
Residential mortgage backed securities	14	57,412		(1,452		)	55,960
Commercial mortgage backed securities	194	1,722,989		(39,887		)	1,683,102
Other asset backed securities	564	4,356,650		(169,723		)	4,186,927
	1,471	$	14,853,801	$	(580,540	)	$	14,273,261

December 31, 2018
Fixed maturity securities, available for sale:
United States Government full faith and credit	4	$	8,650	$	(322	)	$	8,328
United States Government sponsored agencies	23	1,066,544		(83,034		)	983,510
United States municipalities, states and territories	136	518,758		(15,658		)	503,100
Foreign government obligations	6	114,529		(4,159		)	110,370
Corporate securities:
Finance, insurance and real estate	286	3,551,237		(164,727		)	3,386,510
Manufacturing, construction and mining	231	2,515,204		(119,607		)	2,395,597
Utilities and related sectors	273	3,032,710		(127,957		)	2,904,753
Wholesale/retail trade	103	1,308,962		(77,554		)	1,231,408
Services, media and other	529	6,040,083		(348,884		)	5,691,199
Residential mortgage backed securities	33	172,427		(4,125		)	168,302
Commercial mortgage backed securities	487	4,367,221		(134,826		)	4,232,395
Other asset backed securities	604	4,615,477		(270,234		)	4,345,243
	2,715	$	27,311,802	$	(1,351,087	)	$	25,960,715

The decrease in unrealized losses from December 31, 2018 to March 31, 2019 was primarily due to a decrease in interest rates and tightening credit spreads during the three months ended March 31, 2019 . The 10-year U.S. Treasury yields at March 31, 2019 and December 31, 2018 were 2.41% and 2.69%, respectively. The 30-year U.S. Treasury yields at March 31, 2019 and December 31, 2018 were 2.81% and 3.02%, respectively.

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



NAIC Designation	Carrying Value of Securities with Gross Unrealized Losses		Percent of Total		Gross Unrealized Losses			Percent of Total
	(Dollars in thousands)
March 31, 2019
1	$	6,439,910	45.1	%	$	(194,453	)	33.5	%
2	6,670,924		46.7	%	(275,518		)	47.5	%
3	1,009,338		7.1	%	(76,024		)	13.1	%
4	126,704		0.9	%	(30,455		)	5.2	%
5	5,017		—	%	(43		)	—	%
6	21,368		0.2	%	(4,047		)	0.7	%
	$	14,273,261	100.0	%	$	(580,540	)	100.0	%
December 31, 2018
1	$	13,302,253	51.2	%	$	(552,455	)	40.9	%
2	11,301,715		43.5	%	(622,053		)	46.0	%
3	1,170,941		4.5	%	(129,441		)	9.6	%
4	127,222		0.5	%	(40,927		)	3.0	%
5	19,453		0.1	%	(4,383		)	0.3	%
6	39,131		0.2	%	(1,828		)	0.2	%
	$	25,960,715	100.0	%	$	(1,351,087	)	100.0	%

Our investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities (consisting of 1,471 and 2,715 securities, respectively) have been in a continuous unrealized loss position at March 31, 2019 and December 31, 2018 , along with a description of the factors causing the unrealized losses is presented in Note 3 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:



	Number of Securities	Amortized Cost		Fair Value		Gross Unrealized Losses
		(Dollars in thousands)
March 31, 2019
Fixed maturity securities, available for sale:
Investment grade:
Less than six months	213	$	1,661,657	$	1,627,211	$	(34,446	)
Six months or more and less than twelve months	344	3,070,502		2,957,874		(112,628		)
Twelve months or greater	779	8,899,813		8,574,612		(325,201		)
Total investment grade	1,336	13,631,972		13,159,697		(472,275		)
Below investment grade:
Less than six months	30	288,948		274,386		(14,562		)
Six months or more and less than twelve months	47	293,195		268,685		(24,510		)
Twelve months or greater	58	639,686		570,493		(69,193		)
Total below investment grade	135	1,221,829		1,113,564		(108,265		)
	1,471	$	14,853,801	$	14,273,261	$	(580,540	)

December 31, 2018
Fixed maturity securities, available for sale:
Investment grade:
Less than six months	770	$	6,986,778	$	6,777,338	$	(209,440	)
Six months or more and less than twelve months	1,184	12,208,435		11,692,145		(516,290		)
Twelve months or greater	606	6,639,807		6,186,550		(453,257		)
Total investment grade	2,560	25,835,020		24,656,033		(1,178,987		)
Below investment grade:
Less than six months	59	578,858		533,979		(44,879		)
Six months or more and less than twelve months	44	371,075		338,056		(33,019		)
Twelve months or greater	52	526,849		432,647		(94,202		)
Total below investment grade	155	1,476,782		1,304,682		(172,100		)
	2,715	$	27,311,802	$	25,960,715	$	(1,351,087	)

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The amortized cost and fair value of fixed maturity securities (excluding United States Government and United States Government sponsored agency securities) 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:



	Number of Securities	Amortized Cost		Fair Value		Gross Unrealized Losses
		(Dollars in thousands)
March 31, 2019
Investment grade:
Less than six months	—	$	—	$	—	$	—
Six months or more and less than twelve months	1	39,700		30,275		(9,425		)
Twelve months or greater	1	20,185		15,971		(4,214		)
Total investment grade	2	59,885		46,246		(13,639		)
Below investment grade:
Less than six months	2	16,336		11,560		(4,776		)
Six months or more and less than twelve months	1	16,431		12,484		(3,947		)
Twelve months or greater	3	45,580		28,430		(17,150		)
Total below investment grade	6	78,347		52,474		(25,873		)
	8	$	138,232	$	98,720	$	(39,512	)

December 31, 2018
Investment grade:
Less than six months	5	$	103,637	$	78,378	$	(25,259	)
Six months or more and less than twelve months	1	20,189		15,225		(4,964		)
Twelve months or greater	—	—		—		—
Total investment grade	6	123,826		93,603		(30,223		)
Below investment grade:
Less than six months	13	146,474		108,465		(38,009		)
Six months or more and less than twelve months	—	—		—		—
Twelve months or greater	3	45,594		26,665		(18,929		)
Total below investment grade	16	192,068		135,130		(56,938		)
	22	$	315,894	$	228,733	$	(87,161	)

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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)
March 31, 2019
Due in one year or less	$	36,172	$	36,038
Due after one year through five years	867,251		853,076
Due after five years through ten years	3,179,347		3,089,264
Due after ten years through twenty years	1,917,379		1,840,566
Due after twenty years	2,716,601		2,528,328
	8,716,750		8,347,272
Residential mortgage backed securities	57,412		55,960
Commercial mortgage backed securities	1,722,989		1,683,102
Other asset backed securities	4,356,650		4,186,927
	$	14,853,801	$	14,273,261

December 31, 2018
Due in one year or less	$	31,590	$	30,780
Due after one year through five years	2,596,616		2,534,891
Due after five years through ten years	7,196,565		6,907,961
Due after ten years through twenty years	3,247,923		3,056,474
Due after twenty years	5,083,983		4,684,669
	18,156,677		17,214,775
Residential mortgage backed securities	172,427		168,302
Commercial mortgage backed securities	4,367,221		4,232,395
Other asset backed securities	4,615,477		4,345,243
	$	27,311,802	$	25,960,715

International Exposure

We hold fixed maturity securities with international exposure. As of March 31, 2019 , 25% 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. All of our fixed maturity securities with international exposure are 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:



	March 31, 2019
	Amortized Cost		Carrying Amount/ Fair Value		Percent of Total Carrying Amount
	(Dollars in thousands)
GIIPS (1)	$	249,897	$	258,142	0.5	%
Asia/Pacific	460,270		479,642		1.0	%
Non-GIIPS Europe	3,099,962		3,183,508		6.6	%
Latin America	268,765		278,608		0.6	%
Non-U.S. North America	1,362,107		1,416,487		3.0	%
Australia & New Zealand	1,015,612		1,026,308		2.1	%
Other	5,254,460		5,116,909		10.7	%
	$	11,711,073	$	11,759,604	24.5	%


(1)	Greece, Ireland, Italy, Portugal and Spain ("GIIPS"). All of our exposure in GIIPS are corporate securities with issuers domiciled in these countries. None of our foreign government obligations were held in any of these countries.

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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:



	March 31, 2019
	Amortized Cost		Carrying Amount/ Fair Value
	(Dollars in thousands)
GIIPS	$	19,527	$	18,974
Asia/Pacific	11,000		10,067
Non-GIIPS Europe	106,749		101,851
Latin America	68,040		67,025
Non-U.S. North America	47,950		48,377
Other	419,770		387,140
	$	673,036	$	633,434

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 an other than temporary impairment. 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. Specifically for corporate issues we evaluate the financial stability and quality of asset coverage for the securities relative to the term to maturity for the issues we own. A security which has a 20% or greater change in market price relative to its amortized cost and a possibility of a loss of principal will be included on a list which is referred to as our watch list. We exclude from this list securities with unrealized losses which are related to market movements in interest rates and which have no factors indicating that such unrealized losses may be other than temporary as we do not intend to sell these securities and it is more likely than not we will not have to sell these securities before a recovery is realized. In addition, we exclude our residential and commercial mortgage backed securities as we monitor all of our residential and commercial mortgage backed securities on a quarterly basis for changes in default rates, loss severities and expected cash flows for the purpose of assessing potential other than temporary impairments and related credit losses to be recognized in operations. At March 31, 2019 , the amortized cost and fair value of securities on the watch list (all fixed maturity securities) are as follows:



General Description	Number of Securities	Amortized Cost		Unrealized Gains (Losses)			Fair Value		Months in Continuous Unrealized Loss Position	Months Unrealized Losses Greater Than 20%
		(Dollars in thousands)
Below investment grade
Corporate securities:
Consumer discretionary	5	$	52,516	$	(7,506	)	$	45,010	0 - 50	0 - 13
Energy	7	71,955		(13,138		)	58,817		1 - 55	0 - 46
Industrials	1	635		115			750		—	—
Materials	1	3,990		455			4,445		—	—
Utilities	5	59,754		(2,151		)	57,603		0 - 18	—
Other asset backed securities:
Financials	2	1,642		(84		)	1,558		1 - 3	—
	21	$	190,492	$	(22,309	)	$	168,183

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We have determined that the unrealized losses of the securities on the watch list are temporary as we do not intend to sell these securities and it is more likely than not we will not have to sell these securities before recovery of their amortized cost. Our analysis of these securities and their credit performance at March 31, 2019 is as follows:

Corporate securities:

Consumer discretionary: The decline in the value of certain of these securities is primarily due to weak operating performance and sales trends. The decrease in sales for certain of these securities related to a domestic based toy manufacturer is attributable to the liquidation of a major toy retailer during the fourth quarter of 2017. While the issuer has seen a decrease in operating performance, it has implemented a plan to reduce costs and stabilize its revenue and is in the early phase of executing on that plan. We have determined that these securities were not other than temporarily impaired due to our evaluation of the operating performance and the creditworthiness of the issuer and the fact that all required payments have been made. The decline in operating performance and sales trends of another of these securities related to a domestic company operating retail chain stores is a result of market deterioration being experienced in many companies within the retail market. We recognized an other than temporary impairment on this issuer during the fourth quarter of 2018 due to our evaluation of the operating performance and the credit worthiness of the issuer. In addition, we included a Brazilian food company whose operating trends have come under pressure due to export challenges, domestic poultry price weakness and a domestic trucking strike. As one of the world's largest food companies, we believe the company remains a viable entity even though operating metrics have declined. We have determined that these securities were not other than temporarily impaired due to our evaluation of their operating performance, asset base and creditworthiness of the borrower.

Energy, Industrials and Materials: The decline in the value of these securities relates to continued operational pressure due to past declines in certain commodity prices specific to their businesses. The decline in these commodity prices creates financial challenges as the companies had to realign operations to accommodate the new environment. These issuers will be stressed greater than the average company due to their price sensitivity and the specific position they hold in the supply chain. While values have declined, improving commodity prices should continue to provide better financial performance for these companies. We recognized an other than temporary impairment on two of these issuers during the fourth quarter of 2018 due to our evaluation of the operating performance and the credit worthiness of each issuer. While the remaining issuers have seen their financial and profitability profile weakened, we have determined that the remaining securities were not other than temporarily impaired due to our evaluation of the operating performance and the credit worthiness of the issuer.

Utilities: The decline in the value of these securities is due to the issuer declaring bankruptcy primarily as a result of pending litigation concerns. During the fourth quarter of 2018 we impaired one of these securities, which was issued at a premium, to reflect the risk that the issuer may call the bonds as a result of pending litigation and bankruptcy and limit payback to stated par values. The remaining securities were issued at discounts and we have determined that the issuer appears to have sufficient capital levels to address litigation concerns.

Other asset backed securities:

Financials: The decline in value of one of the asset backed securities is due to poor performance in the underlying pool of student loans. The investment is backed by a guarantee from the for-profit education services provider. This service provider filed for bankruptcy creating concerns around the security. We recognized an other than temporary impairment on this issuer during the fourth quarter of 2018 due to concerns over pending litigation and our evaluation of the operating performance and the credit worthiness. The decline in value of the other asset backed security is related directly to the decline in oil prices and the financial stability of its operator. The issuer has direct exposure to the oil market as its primary business is deep water drilling. As oil prices have remained low, the operator of the deep water vessel has experienced financial pressure on its balance sheet and similar vessel sales have been at softer valuations. We recognized other than temporary impairments on this security during 2018 and 2017.

Other Than Temporary Impairments

We have a policy and process to identify securities in our investment portfolio for which we should recognize impairments. See Critical Accounting Policies—Evaluation of Other Than Temporary Impairments included in Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 31, 2018 .

We did not recognize any OTTI during the three months ended March 31, 2019 . During the three months ended March 31, 2018, we recognized an OTTI of $0.9 million on a corporate security issued by a Brazilian food company due to our intent to sell the security, which was in an unrealized loss position at the reporting date.

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 impairment that is other than temporary and a summary of OTTI is presented in Note 3 to our unaudited consolidated financial statements in this Form 10-Q, which is incorporated by reference in this Item 2.

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Mortgage Loans on Real Estate

Our commercial mortgage loan 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 commercial mortgage loans on real estate are reported at cost, net of loan loss allowances and deferred prepayment fees. At March 31, 2019 and December 31, 2018 , the largest principal amount outstanding for any single mortgage loan was $23.6 million and $23.8 million , respectively, and the average loan size was $3.9 million and $3.8 million , respectively. In addition, the average loan to value ratio for the overall portfolio was 53.7% and 53.6% at March 31, 2019 and December 31, 2018 , respectively, based upon the underwriting and appraisal at the time the loan was made. This loan to value is indicative of our conservative underwriting policies and practices for making commercial 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 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 commercial mortgage loans up to 90 days in advance. At March 31, 2019 , we had commitments to fund commercial mortgage loans totaling $69.3 million , with interest rates ranging from 4.50% to 7.40% . During 2019 and 2018 , 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 three months ended March 31, 2019 , we received $31.4 million in cash for loans being paid in full compared to $42.4 million for the three months ended March 31, 2018 . 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.

See Note 4 to our unaudited consolidated financial statements, incorporated by reference for a presentation of our specific and general loan loss allowances, impaired loans, foreclosure activity and troubled debt restructure analysis.

We have a process by which we evaluate the credit quality of each of our commercial mortgage loans. This process utilizes each loan's debt service coverage ratio as a primary metric. A summary of our portfolio by debt service coverage ratio (based on most recent information collected) follows:



	March 31, 2019				December 31, 2018
	Principal Outstanding		Percent of Total Principal Outstanding		Principal Outstanding		Percent of Total Principal Outstanding
	(Dollars in thousands)
Debt Service Coverage Ratio:
Greater than or equal to 1.5	$	2,174,603	71.1	%	$	2,121,785	71.9	%
Greater than or equal to 1.2 and less than 1.5	692,170		22.6	%	645,470		21.8	%
Greater than or equal to 1.0 and less than 1.2	141,454		4.6	%	127,083		4.3	%
Less than 1.0	51,038		1.7	%	58,126		2.0	%
	$	3,059,265	100.0	%	$	2,952,464	100.0	%

All of our mortgage loans (based on principal outstanding) that have a debt service coverage ratio of less than 1.0 are performing under the original contractual loan terms at March 31, 2019 .

Mortgage loans summarized in the following table represent all loans that we are either not currently collecting or those we feel it is probable we will not collect all amounts due according to the contractual terms of the loan agreements (all loans that we have worked with the borrower to alleviate short-term cash flow issues, loans delinquent for 60 days or more at the reporting date, loans we have determined to be collateral dependent and loans that we have recorded specific impairments on that we feel may continue to have performance issues).



	March 31, 2019			December 31, 2018
	(Dollars in thousands)
Impaired mortgage loans with an allowance	$	1,247		$	1,253
Impaired mortgage loans with no related allowance	—			—
Allowance for probable loan losses	(229		)	(229		)
Net carrying value of impaired mortgage loans	$	1,018		$	1,024

At March 31, 2019 , we had no commercial mortgage loans that were delinquent (60 days or more past due at the reporting date) in their principal and interest payments.

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Derivative Instruments

Our derivative instruments primarily consist of call options purchased to provide the income needed to fund the annual index credits on our fixed index annuity products. 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.

None of our derivatives qualify for hedge accounting, thus, 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 is included in Note 5 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 continue to 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 $454.5 million for the three months ended March 31, 2019 compared to $275.3 million for the three months ended March 31, 2018 , with the increase attributable to a $249.6 million increase in net annuity deposits after coinsurance, which was partially offset by a $70.4 million (after coinsurance) increase 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 fixed rate commercial mortgage loans.

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 subsidiary trusts), pay operating expenses and pay dividends to 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. 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 Investment Life Insurance Company ("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 2019 , up to $325.2 million can 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 $1.9 billion of statutory earned surplus at March 31, 2019 .

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 March 31, 2019 , we estimate American Equity Life has sufficient statutory capital and surplus, combined with capital available to the holding company, to maintain this rating objective. 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.

The transfer of funds by American Equity Life is also restricted by a covenant in our line of credit agreement which requires American Equity Life to maintain a minimum RBC ratio of 275% and a minimum level of statutory surplus equal to the sum of 1) 80% of statutory surplus at June 30, 2016, 2) 50% of the statutory net income for each fiscal quarter ending after June 30, 2016, and 3) 50% of all capital contributed to American Equity Life after June 30, 2016. American Equity Life's RBC ratio was 360% at December 31, 2018 . Under this agreement, we are also required to maintain a maximum ratio of adjusted debt to total adjusted capital of 0.35.

Cash and cash equivalents of the parent holding company at March 31, 2019 , were $80.7 million . In addition, we have a $150 million revolving line of credit, with no borrowings outstanding, available through September 2021 for general corporate purposes of the parent company and its subsidiaries. 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.

New Accounting Pronouncements

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

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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 substantially of investment grade fixed maturity securities, (ii) have projected returns which satisfy our spread targets, and (iii) have characteristics which support the underlying 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 fixed maturity securities 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.

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, the fair value of our investments, and the amount of interest we pay on our floating rate subordinated debentures. Our floating rate trust preferred securities bear interest at the three month LIBOR plus 3.50% - 4.00%. Our outstanding balance of floating rate trust preferred securities was $164.5 million at March 31, 2019 , of which $85.5 million has been swapped to a fixed rate until March 2021 and $79.0 million has been capped until July 2021 (see Note 5 to our unaudited consolidated financial statements in this Form 10-Q). 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 (caps, participation rates or asset fee rates for fixed index annuities) on substantially all of our annuity liabilities 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 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.

If interest rates were to increase 10% ( 28 basis points) from levels at March 31, 2019 , we estimate that the fair value of our fixed maturity securities would decrease by approximately $962.8 million . The impact on stockholders' equity of such decrease (net of income taxes and certain adjustments for changes in amortization of deferred policy acquisition costs and deferred sales inducements) would be a decrease of $361.0 million in accumulated other comprehensive income (loss) and a decrease in stockholders' equity. The models used to estimate the impact of a 10% 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. However, any such decreases in the fair value of our fixed maturity securities (unless related to credit concerns of the issuer requiring recognition of an other than temporary impairment) would generally be realized only if we were required to sell such securities at losses prior to their maturity to meet our liquidity needs, which we manage using the surrender and withdrawal provisions of our annuity contracts and through other means. See Financial Condition - Liquidity for Insurance Operations included in Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 31, 2018 for a further discussion of liquidity risk.

The amortized cost of fixed maturity securities that will be callable at the option of the issuer, excluding securities with a make-whole provision, was $8.8 billion as of March 31, 2019 . 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 interest credited on annuity liabilities, we have the ability to reduce crediting rates (caps, participation rates or asset fees for fixed index annuities) on most of our annuity liabilities to maintain the spread at our targeted level. At March 31, 2019 , approximately 99% of our annuity liabilities were subject to annual adjustment of the applicable crediting rates at our discretion, limited by minimum guaranteed crediting rates specified in the policies. At March 31, 2019 , approximately 16% of our annuity liabilities were at minimum guaranteed crediting rates.

We purchase call options on the applicable indices to fund the annual index credits on our fixed index annuities. These options are primarily one-year instruments purchased to match the funding requirements of the underlying policies. Fair value changes associated with those investments are substantially offset by an increase or decrease in the amounts added to policyholder account balances for fixed index products. The difference between proceeds received at expiration of these options and index credits, as shown in the following table, is primarily due to over-hedging as a result of policyholder behavior being different than our expectations.

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	Three Months Ended March 31,
	2019		2018
	(Dollars in thousands)
Annual index credits to policyholders on their anniversaries	$	55,925	$	423,940
Proceeds received at expiration of options related to such credits	58,460		425,557

On the 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. We manage this risk through the terms of our fixed index annuities, which permit us to change caps, participation rates and asset fees, subject to contractual features. By modifying caps, participation rates or asset fees, we can limit option costs to budgeted amounts, except in cases where the contractual features would prevent further modifications. Based upon actuarial testing which we conduct as a part of the design of our index products and on an ongoing basis, we believe the risk that contractual features would prevent us from controlling option costs is not material.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with the Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded the design and operation of our disclosure controls and procedures were effective as of March 31, 2019 in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 7 - Commitments and Contingencies to the unaudited consolidated financial statements in this Form 10-Q, which is incorporated by reference in this Item 1, for litigation and regulatory disclosures.

Item 1A. Risk Factors

Our 2018 Annual Report on Form 10-K described our Risk Factors. Other than as set forth below, there have been no material changes to the Risk Factors during the three months ended March 31, 2019 .

Securities Lending

We participate in a securities lending program whereby we loan certain securities to approved borrowers. Securities are lent to borrowers, through a lending agent, on an overnight or, with our prior approval, a term basis. Borrowers post cash collateral in an amount equal to or greater than 102% of the security’s market value which is invested by the lending agent in money market funds or repurchase agreements meeting investment guidelines approved by us. We retain control of all loaned securities and receive all principal and interest payments that would normally be paid to us if we did not lend the securities.

Our securities lending program exposes us to certain counterparty and spread risks. Counterparty risk is mitigated by over-collateralization requirements, daily mark to market, and indemnification by the lending agent for shortfalls in collateral in the event of borrower default. The lending agent monitors spread risk to ensure that the interest rate paid by us to borrowers does not exceed the rate of return on cash collateral investments. We regularly monitor the overall securities lending program, including the lending agent, borrowers, and the appropriateness of cash collateral investments.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Securities

The following table presents the amount of our share purchase activity for the periods indicated:



Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share
January 1, 2019 - January 31, 2019	—	$	—
February 1, 2019 - February 28, 2019	—	$	—
March 1, 2019 - March 31, 2019	—	$	—
Total	—


(a)	Includes the number of shares of common stock utilized to execute certain stock incentive awards.

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Item 6. Exhibits



Exhibit No.	Description	Method of Filing
10.1	Form of Restricted Stock Unit Award Agreement	Filed herewith
10.2	Form of Performance Restricted Stock Unit Award Agreement	Filed herewith
10.3	Form of Restricted Stock Award Agreement	Filed herewith
10.4	Second Amendment to American Equity Investment Life Holding Company 2016 Employee Incentive Plan	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

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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:	May 8, 2019	AMERICAN EQUITY INVESTMENT LIFE
		HOLDING COMPANY

		By:	/s/ John M. Matovina
			John M. Matovina, Chief Executive Officer and President
			(Principal Executive Officer)

		By:	/s/ Ted M. Johnson
			Ted M. Johnson, Chief Financial Officer and Treasurer
			(Principal Financial Officer)

		By:	/s/ Scott A. Samuelson
			Scott A. Samuelson, Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

Exhibit 10.1

RESTRICTED STOCK UNIT

AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of __________, 20__ (the “Date of Grant”), is made by and between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and _______________ (the “Grantee”).

WHEREAS, the Company has adopted the American Equity Investment Life Holding Company 2016 Employee Incentive Plan (the “Plan”), pursuant to which the Company may grant Restricted Stock Units (“RSUs”) that are subject to time-based vesting conditions;

WHEREAS, the Company desires to grant to the Grantee the number of RSUs provided for herein;

NOW, THEREFORE, in consideration for the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

Section 1. Grant of Restricted Stock Unit Award

(a) Grant of RSUs . The Company hereby grants to the Grantee __________ RSUs on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the “Award”).

(b) Incorporation of Plan; Capitalized Terms . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.

Section 2. Terms and Conditions of Award

The grant of RSUs provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

(a) Limitations on Rights Associated with Units . The RSUs are bookkeeping entries only. The Grantee shall not have any privileges of a shareholder of the Company with respect to the RSUs awarded hereunder, including without limitation any right to vote shares of Common Stock underlying the RSUs or to receive dividends or other distributions in respect thereof (except for the dividend equivalent rights provided in Section 2(g) hereof), until the date of the issuance to the Grantee of a share of Common Stock in payment of the RSUs.

(b) Restrictions . The RSUs and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, except by will or the laws of descent and distribution. Any attempt to dispose of any RSUs in contravention of the above restriction shall be null and void and without effect. Upon any attempt by the Grantee to transfer any of the RSUs before the vesting of the RSUs, such RSUs and all of the rights related thereto shall be immediately forfeited by the Grantee without payment of any consideration.

(c) Vesting/Forfeiture; Lapse of Restrictions . Subject to Sections 2(e) and 2(f) below, the restrictions applicable to the RSUs, as described in Section 2(b) hereof, shall lapse with respect to one-hundred percent (100%) of the RSUs on the earlier of (i) the _____ anniversary of the Date of Grant, and (ii) the later of (x) the date on which the Grantee attains age sixty-five (65) and (y) the date on which the Grantee completes ten (10) years of service with the Company or any of its Affiliates, subject, in each case, to the Grantee’s continued employment with the Company or any of its Affiliates on such date (the “Vesting Date”).

(d) Timing and Manner of Payment of RSUs . As soon as practicable after the Vesting Date, such RSUs shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of RSUs. The Company shall issue the Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected on the books of the Company and its Affiliates unless the Company is otherwise instructed in writing. The Grantee shall not be required to pay any cash consideration for the RSUs or for any Shares received pursuant to the Award. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Shares are listed.

(e) Termination of Employment . The following provisions shall apply in the event of the termination of the Grantee’s employment or service with the Company or any Affiliate:

(i) General. Except as expressly provided below in this Section 2(e) or Section 2(f), in the event of the termination of the Grantee’s employment or service with the Company or any Affiliate for any reason prior to the Vesting Date with respect to any of the RSUs granted hereunder, such RSUs held by Grantee shall be automatically forfeited by the Grantee as of the date of termination. (The date of any such termination of the Grantee’s employment or service is referred to in this Agreement as the “Termination Date.”) Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any rights or interests in any RSUs that are so forfeited.

(ii) Death or Disability . Notwithstanding the foregoing clause (i), in the event of a termination of the Grantee’s employment due to the Grantee’s death or Disability (as defined in the Plan) that occurs prior to the Vesting Date, the RSUs shall become fully vested and non-forfeitable as of the date of the Grantee’s death or disability. Any RSUs that vest pursuant to this clause (ii) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date.

(f) Corporate Change in Control . In the event of a Corporate Change of Control or Corporate Transaction (each as defined in the Plan) prior to the Vesting Date and while the Grantee remains employed by the Company or its Affiliate, the RSUs shall become fully vested and non-forfeitable as of the date of the Corporate Change in Control or Corporate Transaction. Any RSUs that vest pursuant to this clause (f) shall be paid as soon as practicable after the Corporate Change in Control or Corporate Transaction (and in no case more than seventy-four days after).

(g) Dividend Equivalent Rights . In the event that any dividends are paid on shares of Common Stock during the term hereof, the Grantee shall be credited with dividend equivalent rights in respect of the dividends paid on the shares of the Common Stock subject to the RSUs hereunder. Such dividend equivalent rights will accumulate and shall be paid in cash by the Company on the same date on which the RSU from which the dividend equivalent right is derived is paid, subject to the terms hereof. All such dividend equivalent rights shall be subject to the same vesting requirements that apply to the RSUs from which the dividend equivalent rights are derived.

(h) Payments to “Specified Employees” Under Certain Circumstances . Notwithstanding the provisions of Section 2(d), Section 2(e), Section 2(f) and Section 2(g) hereof, if the Grantee is deemed a “specified employee” (as such term is described in Section 409A of the Code and the treasury regulations thereunder (the “Code”)) at a time when such Grantee becomes eligible for payment upon a “separation from service” with the Company or any of its Affiliates, to the extent required to avoid taxation under Section 409A of the Code, such payments shall be made to the Grantee on the date that is six (6) months following such “separation from service,” or upon the Grantee’s death, if earlier.

(i) Income Taxes . The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise with respect to the RSUs granted under this Agreement. The Grantee shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes or social insurance contributions required by law to be withheld with respect to the RSUs no later than the date of the event creating such tax liability. The Grantee may satisfy the foregoing requirement by making a payment to the Company in cash or, in the Committee’s discretion, such amount and any applicable Greater Amount may be paid in whole or in part by electing to have the Company retain the Grantee’s Shares, with the retained Shares having a value equal to the amount of tax to be so withheld. Such Shares shall be valued at their Fair Market Value on the date of retention or delivery.

Section 3. Miscellaneous

(a) Notices . Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address appearing on the books of the Company or to the Grantee’s residence or to such other address as may be designated in writing by the Grantee. Notices may also be delivered to the Grantee, during his or her employment, through the Company’s inter-office or electronic mail systems.

(b) No Right to Continued Employment . Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any Affiliate or shall interfere with or restrict in any way the right of the Company or any Affiliate, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without cause and with or without advance notice.

(c) Bound by Plan . By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determination shall be final, conclusive and binding upon the Grantee.

(d) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

(e) Invalid Provision . The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(f) Modifications . No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.

(g) Entire Agreement . This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

(h) Governing Law . This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Iowa.

(i) Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(j) Recoupment . Notwithstanding any other provision herein, any recoupment or “clawback” policies adopted by the Committee and applicable to equity awards shall apply to the Award and any Shares that may be issued in respect of the Award to the extent the Committee designates the policy as applicable to the Award at the time the policy is adopted.

(k) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

By Grantee’s signature and the signature of the Company’s representative below this Agreement shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant.



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY


By:
Name:
Title:



GRANTEE


[NAME]

Exhibit 10.2

PERFORMANCE RESTRICTED STOCK UNIT

AWARD AGREEMENT

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of ___________ (the “Date of Grant”), is made by and between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and [GRANTEE] (the “Grantee”).

WHEREAS, the Company desires to grant to the Grantee the number of RSUs provided for herein;

Section 1. Grant of Restricted Stock Unit Award

(a) Grant of RSUs . The Company hereby grants to the Grantee __________ RSUs (such number, the “Target Number” of RSUs) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the “Award”).

Section 2. Terms and Conditions of Award

The grant of RSUs provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

(i) For the _____ year period ended __________ (the “Performance Period”), the Grantee shall be credited with a number of RSUs equal to the Target Number of RSUs multiplied by a percentage that (1) will be determined by the Committee after the Performance Period based on the Company’s achievement of financial performance objectives established for the Performance Period and (2) will be between 0% and ___%. The performance objectives and the methodology for establishing the number of RSUs to be credited are set forth in Exhibit A hereto. The Committee shall, following the end of the Performance Period, determine whether and the extent to which the performance objectives for the Performance Period have been satisfied and the number of RSUs to be credited to the Grantee. Such determinations by the Committee shall be final and binding. Any RSUs that are not credited to the Grantee in accordance with the foregoing provisions of this Section 2(c)(i) shall terminate upon the date of such determinations by the Committee.

(ii) Subject to Section 2(e) and 2(f) below, the RSUs credited to the Grantee pursuant to Section 2(c)(i) shall vest and become non-forfeitable upon the end of the Performance Period.

(d) Timing and Manner of Payment of RSUs. As soon as practicable after (and in no case more than seventy-four days after) the end of the Performance Period (the “Payment Date”), such RSUs shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of RSUs that are non-forfeitable on that Payment Date (rounded down to the nearest whole share). The Company shall issue the Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected on the books of the Company and its Affiliates unless the Company is otherwise instructed in writing. The Grantee shall not be required to pay any cash consideration for the RSUs or for any Shares received pursuant to the Award. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Shares are listed.

(e) Termination of Employment. The following provisions shall apply in the event of the termination of the Grantee’s employment or service with the Company or any Affiliate:

(i) General. Except as expressly provided below in this Section 2(e) or Section 2(f), in the event of the termination of the Grantee’s employment or service with the Company or any Affiliate for any reason prior to the end of the Performance Period with respect to any of the RSUs granted hereunder, such RSUs held by Grantee shall be automatically forfeited by the Grantee as of the date of termination. (The date of any such termination of the Grantee’s employment or service is referred to in this Agreement as the “Termination Date.”) Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any rights or interests in any RSUs that are so forfeited.

(ii) Death or Disability . Notwithstanding the foregoing clause (i), in the event of a termination of the Grantee’s employment due to the Grantee’s death or Disability (as defined in the Plan) that occurs prior to the end of the Performance Period, the number of RSUs that shall vest shall equal (i) the Target Number of RSUs multiplied by (ii) a fraction (which shall not be greater than 1), the numerator of which is the number of whole months between __________ and the Termination Date due to death or Disability and the denominator of which is ________(__). Any RSUs that vest pursuant to this clause (ii) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date. Any RSUs that do not vest in accordance with the foregoing provisions of this clause (ii) shall terminate as of the Termination Date.

(iii) Retirement. Notwithstanding the foregoing clause (i), in the event of a termination of the Grantee’s employment due to the Grantee’s Retirement (as defined in the Plan) that occurs prior to the end of the Performance Period, the number of RSUs that shall vest shall equal (i) the number of RSUs (if any) that would have vested in accordance with Section 2(c) if the Grantee’s employment had continued through the end of the Performance Period, multiplied by (ii) a fraction (which shall not be greater than 1), the numerator of which is the number of whole months between ___________ and the Termination Date due to Retirement and the denominator of which is ________ (__). Any RSUs that vest pursuant to this clause (iii) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the end of the Performance Period. Any RSUs that do not vest in accordance with the foregoing provisions of this clause (iii) shall terminate as of the end of the Performance Period.

(f) Corporate Change in Control. In the event of a Corporate Change in Control or Corporate Transaction (each as defined in the Plan) prior to the end of the Performance Period and while the Grantee remains employed by the Company or its Affiliate, the Target Number of RSUs shall become fully vested and non-forfeitable as of the date of the Corporate Change in Control or Corporate Transaction. Any RSUs that vest pursuant to this clause (f) shall be paid as soon as practicable after the Corporate Change in Control or Corporate Transaction (and in no case more than seventy-four days after).

(g) Dividend Equivalent Rights. In the event that any dividends are paid on shares of Common Stock during the term hereof, the Grantee shall be credited with dividend equivalent rights in respect of the dividends paid on the shares of the Common Stock subject to the RSUs hereunder. Such dividend equivalent rights will accumulate and shall be paid in cash by the Company on the same date on which the RSU from which the dividend equivalent right is derived is paid, subject to the terms hereof. All such dividend equivalent rights shall be subject to the same vesting requirements that apply to the RSUs from which the dividend equivalent rights are derived.

(h) Payments to “Specified Employees” Under Certain Circumstances. Notwithstanding the provisions of Section 2(d), Section 2 (e), Section 2(f) and Section 2(g) hereof, if the Grantee is deemed a “specified employee” (as such term is described in Section 409A of the Code and the treasury regulations thereunder (the “Code”)) at a time when such Grantee becomes eligible for payment upon a “separation from service” with the Company or any of its Affiliates, to the extent required to avoid taxation under Section 409A of the Code, such payments shall be made to the Grantee on the date that is six (6) months following such “separation from service,” or upon the Grantee’s death, if earlier.

(i) Income Taxes. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise with respect to the RSUs granted under this Agreement. The Grantee shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes or social insurance contributions required by law to be withheld with respect to the RSUs no later than the date of the event creating such tax liability. The Grantee may satisfy the foregoing requirement by making a payment to the Company in cash or, in the Committee’s discretion, such amount and any applicable Greater Amount may be paid in whole or in part by electing to have the Company retain the Grantee’s Shares, with the retained Shares having a value equal to the amount of tax to be so withheld. Such Shares shall be valued at their Fair Market Value on the date of retention or delivery.

Section 3. Miscellaneous

(a) Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address appearing on the books of the Company or to the Grantee’s residence or to such other address as may be designated in writing by the Grantee. Notices may also be delivered to the Grantee, during his or her employment, through the Company’s inter-office or electronic mail systems.

(b) No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any Affiliate or shall interfere with or restrict in any way the right of the Company or any Affiliate, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without cause and with or without advance notice.

(c) Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determination shall be final, conclusive and binding upon the Grantee. The Committee may exercise negative discretion in determining the number of RSUs that become vested and payable pursuant to the Award.

(d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

(e) Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(f) Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.

(g) Entire Agreement. T his Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

(h) Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Iowa.

(i) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(j) Recoupment. Notwithstanding any other provision herein, any recoupment or “clawback” policies adopted by the Committee and applicable to equity awards shall apply to the Award and any Shares that may be issued in respect of the Award to the extent the Committee designates the policy as applicable to the Award at the time the policy is adopted.

(k) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

By Grantee’s signature and the signature of the Company’s representative below this Agreement shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant.



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY


By:
Name:
Title:



GRANTEE


[NAME]

EXHIBIT A

[To Be Completed]

A-1

Exhibit 10.3

RESTRICTED STOCK AWARD AGREEMENT

WITH RESPECT TO COMMON STOCK OF

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

This Restricted Stock Award Agreement (this “ Agreement ”), dated as of ________ _____, 20__, (the “ Date of Grant ”), is made by and between American Equity Investment Life Holding Company (the “ Company ”), and _______________ (the “ Participant ”). Capitalized terms not defined herein shall have the meaning ascribed to them in the American Equity Investment Life Holding Company 2016 Employee Incentive Plan (the “ Plan ”). Except where the context indicates otherwise, references to the Company shall include any successor to the Company.

WHEREAS , the Company and certain Affiliates have adopted the Plan under which participants may receive restricted stock awards;

WHEREAS , the Company has approved a restricted stock amount for the Participant under the Plan and, pursuant to the terms of the award, the Participant shall receive restricted shares of Common Stock (the “ Restricted Stock ”);

NOW, THEREFORE , in consideration for the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:


1.	Grant of Restricted Stock . Subject to all of the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Participant __________ shares of Restricted Stock.

Restrictions . The Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered and shall be subject to a risk of forfeiture as described in Section 3, respectively, until such restrictions have lapsed in accordance with Section 3 hereof. Upon any attempt by the Participant to transfer any of the Restricted Stock or any rights in respect of the Restricted Stock before the lapse of such restrictions, such Restricted Stock and all of the rights related thereto, shall be immediately forfeited by the Participant without payment of any consideration. The restrictions applicable to the Restricted Stock shall lapse only in accordance with Section 3 hereof.


3.	Vesting/Forfeiture.

(a)

General . Subject to Sections 3(b)-(d) below, the restrictions applicable to the Restricted Stock, as described in Section 2 hereof, shall lapse with respect to one-hundred percent (100%) of the Restricted Stock on the earlier of (i) the _______ anniversary of the Date of Grant, and (ii) the later of (x) the date on which the Participant attains age sixty-five (65) and (y) the date on which the Participant completes ten (10) years of service with the Company or any of its Affiliates, subject, in each case, to the Participant’s continued employment with the Company or any of its Affiliates on such date.

(b)

Death/Disability . Notwithstanding any other provisions in this Agreement to the contrary, in the event of a termination of the Participant’s employment with the Company or any of its Affiliates due to the Participant’s death or Disability, the restrictions applicable to the Restricted Stock, as described in Section 2 hereof, shall lapse with respect to one-hundred percent (100%) of the Restricted Stock.


(c)	Change in Control . Notwithstanding any other provisions in this Agreement to the contrary, the restrictions applicable to the Restricted Stock, as described in Section 2 hereof, shall lapse with respect to one hundred percent (100%) of the Restricted Stock immediately upon the consummation of a Change in Control.

(d)

Termination for Cause . Notwithstanding any other provisions in this Agreement to the contrary if, prior to the date on which the restrictions described in Section 2 hereof have lapsed in accordance with Section 3(a), (b) or (c) above, the Participant’s employment with the Company or any of its Affiliates is terminated by the Company or the relevant Affiliate or by the Participant other than as described in Section 3(a), (b) or (c) above, the Restricted Stock shall immediately be forfeited without consideration.

Shareholder Rights . The Participant shall be the record owner of the Restricted Stock unless and until such Restricted Stock is forfeited or sold or otherwise disposed of and, except as otherwise set forth herein, as record owner shall be entitled to all rights of a common shareholder of the Company, including, without limitation, voting rights and the right to receive dividends with respect to the Restricted Stock.


5.	Legend on Certificates . Certificates evidencing the Restricted Stock awarded to the Participant hereunder shall bear such legends as the Company may determine in its sole discretion.

Securities Laws Requirements . The Company shall not be obligated to issue Common Stock to the Participant free of any restrictive legend described in Section 5 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (the “Securities Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time).


7.	No Obligation to Register . The Company shall be under no obligation to register the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.


8.	No Rights to Continued Employment . Nothing in this Agreement shall confer upon the Participant any right to remain employed by the Company or its Affiliates or shall interfere with or restrict the right of the Company and its Affiliates to terminate the Participant’s employment at any time and for any reason.

Taxes . The Participant understands that he or she (and not the Company) shall be responsible for any tax liability that may arise with respect to the Restricted Stock granted under this Agreement. The Participant shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes or social insurance contributions required by law to be withheld with respect to the Restricted Stock no later than the date of the event creating such tax liability. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or, in the Committee’s discretion, such amount and any applicable Greater Amount may be paid in whole or in part by electing to have the Company retain the Participant’s Shares, with the retained Shares having a value equal to the amount of tax to be so withheld. Such Shares shall be valued at their Fair Market Value on the date of retention or delivery.


10.	Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.


11.	Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.


12.	Incorporation of Plan . The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock and this Agreement shall be subject to all terms and conditions of the Plan and this Agreement.


13.	Agreement Binding on Successors . The terms of this Agreement shall be binding upon the Participant and upon the Participant’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees.


14.	No Assignment . Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by the Participant.


15.	Necessary Acts . The Participant hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.


16.	Entire Agreement . This Agreement contains the entire agreement and understanding among the parties as to the subject matter hereof.


17.	Headings . Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.


18.	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.


19.	Amendment . The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without his or her consent.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY


By:
Name:
Title:



PARTICIPANT


(Name)

Exhibit 10.4

SECOND AMENDMENT

TO THE AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

2016 EMPLOYEE INCENTIVE PLAN

The following amendment (the “ Second Amendment ”) to the American Equity Investment Life Holding Company (the “ Company ”) 2016 Employee Incentive Plan (the “ Plan ”) was adopted by the Compensation Committee (the “ Committee ”) of the Board of Directors of the Company on February 28, 2019. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

1. Amendment to Section 9.8 . Section 9.8 is amended and replaced in its entirety to read as follows:

9.8 “Withholding Taxes. The Participant shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes or social insurance contributions required by law to be withheld with respect to an Award under the Plan no later than the date of the event creating tax liability (as determined without regard to any potential application of Section 83(c)(3) of the Code). The Company and its Affiliates may, to the extent permitted by law, deduct any such tax or social insurance obligations from any payment of any kind due the Participant hereunder or otherwise. In the Committee’s discretion, the minimum tax or social insurance obligations required by law to be withheld in respect of Awards, or, if applicable, such other withholding amount (a “Greater Amount”) as mutually agreed upon by the Company and the Participant, up to the sum of all applicable statutory maximum rates (provided, in the case of a Participant who is an “officer” of the Company as defined in Rule 16a-1(f) promulgated pursuant to the Exchange Act (or any successor rule), that such other amount is approved in advance by the Committee or the Board), may be paid in whole or in part in Shares, including Shares retained by the Company from the Award creating the obligation, valued at their Fair Market Value on the date of retention or delivery. In particular, but not in limitation of the foregoing, with respect to Awards of RSUs and RSAs, the Company shall withhold from the payment of an Award and shall retain that number of Shares the Fair Market Value of which is equal to the amount of tax required to be withheld and paid, or any applicable Greater Amount, on the date of retention or delivery.”

2. Effect on the Plan . Except as specifically amended by this Amendment, the Plan shall remain in full force and effect.

3. Governing Law . This Amendment shall be governed by and construed according to the laws of the State of Iowa.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed as of the date first above written.



AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY


By:
	Name: John M. Matovina
	Title: Chief Executive Officer & President

Exhibit 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Matovina, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of American Equity Investment Life Holding Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	May 8, 2019	By:	/s/ JOHN M. MATOVINA
			John M. Matovina, Chief Executive Officer and President (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ted M. Johnson, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of American Equity Investment Life Holding Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	May 8, 2019	By:	/s/ TED M. JOHNSON
			Ted M. Johnson, Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Equity Investment Life Holding Company (the "Company") on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), I, John M. Matovina, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	May 8, 2019	By:	/s/ JOHN M. MATOVINA
			John M. Matovina, Chief Executive Officer and President (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Equity Investment Life Holding Company (the "Company") on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), I, Ted M. Johnson, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	May 8, 2019	By:	/s/ TED M. JOHNSON
			Ted M. Johnson, Chief Financial Officer and Treasurer (Principal Financial Officer)