8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2014

AMERICAN EQUITY

INVESTMENT LIFE HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Iowa	001-31911	42-1447959
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Indentification No.)

6000 Westown Parkway, West Des Moines, Iowa	50266
(Address of Principal Executive Offices)	(Zip Code)

(515) 221-0002

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 17, 2014, American Equity Investment Life Holding Company (the "Company") issued a press release announcing that its annuity sales in the fourth quarter of 2013 totaled $1.1 billion ($1.0 billion net of coinsurance), bringing sales for 2013 to $4.2 billion ($4.0 billion net of coinsurance). This represents year-over-year growth of 6.7%. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information, including exhibits attached hereto, furnished under this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 7.01 Regulation FD Disclosure

During the three months ended December 31, 2013, the Company completed public and private exchange offers with holders of its outstanding convertible debt instruments pursuant to which the Company retired $47.5 million principal amount of its 5.25% Contingent Convertible Senior Notes due 2029 (the “2029 Notes”) and $108.0 million principal amount of its 3.50% Convertible Senior Notes due 2015 (the “2015 Notes” and, collectively with the 2029 Notes, the “Notes”). The total consideration paid by the Company for these transactions included $190.9 million of cash and 5,273,079 shares of the Company's common stock. During the same period, the Company also terminated the related call spread on its common stock associated with the retired 2015 Notes and received cash proceeds of $22.2 million from the call spread counterparties. At December 31, 2013, the Company has approximately $205.8 million of net proceeds from its $400 million 6.625% Senior Notes due 2021 offering available for future retirement of the Notes. The cash position and capitalization of the Company as of September 30, 2013 as reported and on a pro forma basis for the effects of the exchange offers and call spread terminations are included in the attached Exhibit 99.2, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

The following exhibits are being furnished with this Form 8-K.

Exhibit Number	Description
99.1	Press release dated January 17, 2014, announcing American Equity Investment Life Holding Company's annuity deposits for the three months and year ended December 31, 2013.
99.2	Pro forma cash position and capitalization/book value per share as of September 30, 2013.

SIGNATURES

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

Date: January 21, 2014

AMERICAN EQUITY
INVESTMENT LIFE HOLDING COMPANY
By:	/s/ John M. Matovina
Name:	John M. Matovina
Title:	Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated January 17, 2014, announcing American Equity Investment Life Holding Company's annuity deposits for the three months and year ended December 31, 2013.
99.2	Pro forma cash position and capitalization/book value per share as of September 30, 2013.

EX-99.1

Exhibit 99.1

	For more information, contact:
	John M. Matovina, Chief Executive Officer
	(515) 457-1813, jmatovina@american-equity.com
	Ted M. Johnson, Chief Financial Officer
	(515) 457-1980, tjohnson@american-equity.com
FOR IMMEDIATE RELEASE	Debra J. Richardson, Chief Administrative Officer
January 17, 2014	(515) 273-3551, drichardson@american-equity.com
	Julie L. LaFollette, Director of Investor Relations
	(515) 273-3602, jlafollette@american-equity.com

American Equity Announces Fourth Quarter 2013 Sales and Schedules Earnings Release, Conference Call and Webcast

WEST DES MOINES, Iowa (January 17, 2014) - American Equity Investment Life Holding Company (NYSE: AEL) announced today its annuity sales in the fourth quarter of 2013 totaled $1.1 billion ($1.0 billion net of coinsurance), bringing sales for 2013 to $4.2 billion ($4.0 billion net of coinsurance). This represents year over year growth of 6.7%.

EARNINGS RELEASE AND CONFERENCE CALL

AEL will announce its fourth quarter 2013 earnings after the close of market on Wednesday, February 12, 2014. The fourth quarter earnings release and financial supplement will be posted on the American Equity website (www.american-equity.com) at that time.

AEL will hold a conference call to discuss fourth quarter 2013 earnings on Thursday, February 13, 2014, at 9:00 a.m. CST. The conference call will be webcast live on the Internet. Investors and interested parties who wish to listen to the call on the Internet may do so at www.american-equity.com.

The call may also be accessed by telephone at 800-591-6942, passcode 55486110 (international callers, please dial 617-614-4909). An audio replay will be available shortly after the call on AEL’s website. An audio replay will also be available via telephone through March 6, 2014, by calling 888-286-8010, passcode 80125803 (international callers will need to dial 617-801-6888).

ABOUT AMERICAN EQUITY

American Equity Investment Life Holding Company, through its wholly-owned operating subsidiaries, is a full service underwriter of annuity and life insurance products, with a primary emphasis on the sale of index and fixed rate annuities. The company’s headquarters are located at 6000 Westown Parkway, West Des Moines, Iowa, 50266. The mailing address of the company is: P.O. Box 71216, Des Moines, Iowa 50325.

EX-99.2

Exhibit 99.2

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

Cash Position & Capitalization/Book Value per Share as of September 30, 2013

	(a) Pro-forma			As Reported
	(Dollars in thousands, except per share data)
Parent company cash and cash equivalents (b)	$	251,795		$	421,321
Capitalization:
Notes payable - 2021 notes	$	400,000		$	400,000
Notes payable - 2015 notes (c)	84,362			183,580
Notes payable - 2029 notes (c)	63,638			107,872
Subordinated debentures payable to subsidiary trusts	246,003			246,003
Total debt	794,003			937,455
Total stockholders’ equity	1,430,871			1,394,668
Total capitalization	2,224,874			2,332,123
Accumulated other comprehensive income (AOCI)	(163,725		)	(163,725		)
Total capitalization excluding AOCI (d)	$	2,061,149		$	2,168,398
Total stockholders’ equity	$	1,430,871		$	1,394,668
Accumulated other comprehensive income	(163,725		)	(163,725		)
Total stockholders’ equity excluding AOCI(d)	$	1,267,146		$	1,230,943
Common shares outstanding (e)	70,701,882			65,428,803
Book Value per Share: (f)
Book value per share including AOCI	$	20.24		$	21.32
Book value per share excluding AOCI (d)	$	17.92		$	18.81
Debt-to-Capital Ratios: (g)
Senior debt / Total capitalization	26.6		%	31.9		%
Adjusted debt / Total capitalization	26.6		%	31.9		%

(a) Pro-forma September 30, 2013 amounts include the impact of public and private exchange offers closed during the three months ended December 31, 2013. The exchange offers resulted in a net decrease in notes payable of $143,452 and a net increase in stockholders' equity of $36,569.

(b) Parent company cash is that of American Equity Investment Life Holding Company only and does not include cash and cash equivalents of the subsidiaries included in the consolidated balance sheet at September 30, 2013.

(c) Total principal amount outstanding after exchange offers: 2015 notes - $91,951; 2029 notes - $68,373.

(d) Total capitalization, total stockholders’ equity and book value per share excluding AOCI, non-GAAP financial measures, are based on stockholders’ equity excluding the effect of AOCI. Since AOCI fluctuates from quarter to quarter due to unrealized changes in the fair value of available for sale investments, we believe these non-GAAP financial measures provide useful supplemental information.

(e) Common shares outstanding include 892,688 shares held by the NMO Deferred Compensation Trust and exclude 186,485 unallocated shares held by the ESOP.

(f) Book value per share including and excluding AOCI is calculated as total stockholders’ equity and total stockholders’ equity excluding AOCI divided by the total number of shares of common stock outstanding.

(g) Debt-to-capital ratios are computed using total capitalization excluding AOCI. Adjusted debt includes notes payable and the portion of the total subordinated debentures payable to subsidiary trusts outstanding (qualifying trust preferred securities) that exceeds 15% of total capitalization excluding AOCI.