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American National Group Inc

For the period ended Jun 30, 2024. Filed Aug 14, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 14, 2024

ANG-PD$22.59+3.2%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-10.

0001039828-24-000071

Item 1A. : Risk Factors

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-14.

0001039828-24-000074

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 6 previous paragraphs and 259 current paragraphs.

0 unchanged; 2 reworded; 256 added; 4 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (256)

Current report

The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 1A “Risk Factors” in this Form 10-Q for a more thorough description of these and other risks.

Current report

If any of the following risks were actually to occur, our business, financial condition and results of operations would likely suffer:

Current report

•We make assumptions and estimates when underwriting insurance risks, and significant deviations from such assumptions and estimates could adversely affect our business, financial condition, results of operations, liquidity and cash flows.

Current report

•If we are unable to attract and retain independent marketing organization (“IMOs”), agents, banks and broker-dealers, sales of our insurance products may be adversely affected.

Current report

•A rating downgrade or the absence of a rating of us or any of our subsidiaries could adversely affect our existing business and our ability to compete for further business.

Current report

•If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments.

Current report

•If the counterparties to our reinsurance arrangements or to the derivatives we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could materially and adversely affect our financial condition and results of operations.

Current report

•The insurance industry is highly competitive; competitive pressures may result in lower volumes of policies written, fewer insurance contracts underwritten, lower premium rates, increased expense for customer acquisition and retention and less favorable policy terms and conditions.

Current report

•We rely on the use of technology, and as a result, we are exposed to the risk of cybersecurity attacks.

Current report

•Compliance with laws and regulations governing the processing of personal data and information may impede our services or results in increased costs. The failure to comply with such data privacy laws and regulations could result in material fines or penalties imposed by data protection or financial services conduct regulators and/or awards of civil damages and any data breach may have a material adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.

Current report

•Compliance with existing and emerging rules and regulations governing the use of artificial intelligence (“AI”) and generative AI could result in increased compliance costs and/or lead to changes in business practices and policies, and challenges with properly managing the use of AI could result in reputational harm, competitive harm and legal liability.

Current report

•We may be unable to attract and retain key executives and skilled employees, and because our employees are located throughout the United States, we may incur additional compliance and litigation costs that could adversely impact us.

Current report

•We may be unable to protect our intellectual property and may face infringement claims.

Current report

•We have incurred indebtedness and intend to incur additional indebtedness which may result in us not being able to generate sufficient cash flows from operations and our investments to service our indebtedness.

Current report

•Our debt and any future debt we incur may subject us or our subsidiaries to certain covenants that restrict our ability to engage in certain types of activities and may require us to utilize significant cash flow to service our debt.

Current report

•We may require additional capital in the future, including to fund future growth, which may not be available or may only be available on unfavorable terms, including as a result of increasing barriers to free trade and the free flow of capital and fluctuations in the financial markets.

Current report

•We are at risk of becoming involved in disputes and possible litigation.

Current report

•We may be subject to negative publicity in the insurance industry.

Current report

•We are a holding company with no operations and limited assets of our own and as a result, our ability to service our debt obligations or to pay dividends is limited or otherwise restricted, and dependent on the ability of our subsidiaries to distribute cash to us.

Current report

•We may fail to authorize and pay dividends on our preferred stock.

Current report

•Our failure to maintain effective internal controls could have a material adverse effect on our business in the future.

Current report

•Changes in interest rates and credit spreads, which are out of our control, can materially and adversely affect our financial condition and results of operations.

Current report

•We may incur significant losses resulting from catastrophic events, including natural disasters, public health crises, illness, epidemics or pandemics and their related effects.

Current report

•All of our subsidiaries are subject to changes in government policy and legislation.

Current report

•We are exposed to counterparty credit risk which, in turn, increases our exposure to liabilities.

Current report

•Our valuation of securities and investments, as well as the determination of the amount of allowances and impairments taken on our investments are subjective and, if changed, could materially and adversely affect our results of operations or financial condition.

Current report

•Our investment portfolio may be subject to concentration risk, which could threaten our financial condition.

Current report

•A number of our company’s assets are illiquid, and our company may be required to dispose of such assets if there is significant amount of unanticipated policyholder withdrawal, lapse, or claim activity or to meet other obligations.

Current report

•Our investments are subject to credit risk, market risk, servicing risk, loss from catastrophic events and other risks, which could diminish the value that we obtain from such investments.

Current report

•Our investment portfolio may include investments in securities of issuers based outside the U.S., including emerging markets, which may be riskier than securities of U.S. issuers.

Current report

•Our insurance business is highly regulated, and such regulation and any supervisory and enforcement policies, or changes thereto, may materially impact our capitalization or cash flows, reduce our profitability and limit our growth.

Current report

•Our failure to obtain or maintain licenses and/or other regulatory approvals as required for the operations of our subsidiaries may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and process.

Current report

•Any future regulatory changes, including political, regulatory and industry initiatives by state and international authorities, could result in the imposition of significant restrictions on our ability to do business.

Current report

•A decrease in applicable capital ratios/calculations of our subsidiaries could result in increased scrutiny by insurance regulators and rating agencies and have a material adverse effect on our results of operations and financial condition.

Current report

•Potential government intervention in the insurance industry and instability in the marketplace for insurance products could hinder our flexibility and negatively affect the business opportunities that may be available to us in the market.

Current report

•The insurance regulatory framework and legislation enacted in Bermuda as to economic substance may affect our operations.

Current report

•Regulatory regimes and changes to accounting rules may adversely impact our financial results irrespective of business operations.

Current report

•We only list preferred shares on the New York Stock Exchange (the “NYSE”) and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements. Holders of our preferred shares will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Current report

•The interests of the sole holder of our common shares may differ from the interests of holders of our preferred shares and our outstanding indebtedness.

Current report

•We depend on affiliates of BAM under certain Investment Management Agreements and our business may experience a material adverse impact should we lose any of the services provided to our company thereunder.

Showing the first 40 of 256 passages. Open the source sections for the rest.

Removed paragraphs (4)

Previous report

Item 1A. Risk Factors

Previous report

We describe certain factors that may affect our business or operations under "Risk Factors" in Part I, Item 1A, of our 2023 Annual Report on Form 10-K, as modified by the following. Risk Factor numbers A-1 through A-6 and 20 are deleted. The following risk factor is added:

Previous report

On July 4, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”), Arches Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Brookfield Reinsurance, and solely for the purposes set forth in the Merger Agreement, Brookfield Asset Management Ltd. (“BAM”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Brookfield Reinsurance. The Merger closed on May 2, 2024.

Previous report

On May 7, 2024, the Company entered into an Agreement and Plan of Merger with American National Group, LLC (“ANAT”), a Delaware limited liability company and a wholly-owned indirect subsidiary of Parent, pursuant to which, among other things, (i) ANAT merged with and into the Company (the “Post-Effective Merger”), with the Company surviving in the Post-Effective Merger and (ii) the Company becoming the successor issuer of ANAT’s preferred shares designated as “Preferred Stock, Series C”. Following the Post-Effective Merger, the Company discontinued its existence as an Iowa Corporation as provided under the Iowa Business Corporation Act (the “IBCA”), including Section 931 of the IBCA, and pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), including Section 388 of the DGCL, continued its existence as a corporation incorporated in the State of Delaware (the “Reincorporation”). In connection with the Reincorporation, the Company changed its name from American Equity Investment Life Holding Company to American National Group Inc.
Reworded paragraphs (2)

Previous wording

The Company recently completed its Merger with Brookfield Reinsurance and its Post-Effective Merger with ANAT. The Company could experience challenges or unanticipated costs in integrating its operations with those of ANAT which could adversely affect our results of operations and financial condition.

Current wording

•The Company’s predecessor recently completed its Merger with Brookfield Reinsurance and its Post-Effective Merger with American National. As a result, the Company could experience challenges or unanticipated costs in integrating its operations with those of American National which could adversely affect our results of operations and financial condition.

Previous wording

American National Group Inc.could experience challenges in successfully integrating the American Equity Life Investment Holding Company operations with those of ANAT, particularly in harmonizing operational processes, technology platforms, and corporate cultures. The complexity inherent in integrating our operations with those of ANAT could distract management and impact operational efficiency and could adversely affect American National Group Inc.'s results of operations and financial condition.

Current wording

The Company could experience challenges in successfully integrating the American Equity operations with those of American National, particularly in harmonizing operational processes, internal control over financial reporting and disclosure controls and procedures, technology platforms, and corporate cultures. The complexity inherent in integrating our operations with those of American National could distract management and impact operational efficiency and could adversely affect our business, our results of operations, and our financial condition. We may fail to realize the anticipated benefits of the Merger or the Post-Effective Merger, including due to factors that may be outside of our control, such as changes in laws or regulations or in the interpretation of existing laws or regulations, general economic, political, legislative or regulatory conditions, the loss or limited availability of the services of one or more of our executive officers or other key personnel, and other factors described in this report. Failure to realize the anticipated benefits of the Merger or the Post-Effective Merger could adversely affect our business, financial condition and results of operations.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The Company’s predecessor recently completed its Merger with Brookfield Reinsurance and its Post-Effective Merger with American National. As a result, the Company could experience challenges or unanticipated costs in integrating its operations with those of American National which could adversely affect our results of operations and financial condition.