AMERICAN NATIONAL INSURANCE CO - FORM 10-Q

AMERICAN NATIONAL INSURANCE CO - FORM 10-Q - November 8, 2017

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Attached files

AMERICAN NATIONAL INSURANCE CO Reports

file	filename
EX-32.1 - EXHIBIT 32.1 - AMERICAN NATIONAL INSURANCE CO	d450197dex321.htm
EX-31.2 - EXHIBIT 31.2 - AMERICAN NATIONAL INSURANCE CO	d450197dex312.htm
EX-31.1 - EXHIBIT 31.1 - AMERICAN NATIONAL INSURANCE CO	d450197dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

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

Commission File No. 001- 34280

LOGO

American National Insurance Company

(Exact name of registrant as specified in its charter)

Texas

74-0484030

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One Moody Plaza

Galveston, Texas 77550-7999

(Address of principal executive offices) (Zip Code)

(409) 763-4661

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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. ☐

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

As of November 01, 2017, there were 26,931,884 shares of the registrant’s voting common stock, $1.00 par value per share, outstanding.

AMERICAN NATIONAL INSURANCE COMPANY

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited):

	Consolidated Statements of Financial Position as of September 30, 2017 and December 31, 2016	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016	4

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016	5

	Consolidated Statements of Changes in Equity for the nine months ended September 30, 2017 and 2016	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	6

	Notes to the Unaudited Consolidated Financial Statements	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	53

ITEM 4.	CONTROLS AND PROCEDURES	53

	PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	55

ITEM 1A.	RISK FACTORS	55

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	55

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	55

ITEM 4.	MINE SAFETY DISCLOSURES	55

ITEM 5.	OTHER INFORMATION	55

ITEM 6.	EXHIBIT INDEX	56

AMERICAN NATIONAL INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited and in thousands, except share data)


	September 30, 2017			December 31, 2016
ASSETS
Fixed maturity, bonds held-to-maturity, at amortized cost (Fair value $7,621,182 and $7,496,692)	$	7,342,224		$	7,251,385
Fixed maturity, bonds available-for-sale, at fair value (Amortized cost $5,825,198 and $5,668,984)		6,045,230			5,803,276
Equity securities, at fair value (Cost $764,147 and $732,433)		1,702,303			1,541,676
Mortgage loans on real estate, net of allowance		4,782,803			4,348,046
Policy loans		376,850			384,376
Investment real estate, net of accumulated depreciation of $257,552 and $259,578		549,264			593,417
Short-term investments		561,773			192,226
Other invested assets		110,926			113,550

Total investments		21,471,373			20,227,952

Cash and cash equivalents		350,728			289,338
Investments in unconsolidated affiliates		527,439			490,476
Accrued investment income		183,918			180,323
Reinsurance recoverables		408,772			401,709
Prepaid reinsurance premiums		65,526			63,026
Premiums due and other receivables		335,430			296,930
Deferred policy acquisition costs		1,352,299			1,294,443
Property and equipment, net		116,649			116,028
Current tax receivable		39,851			61,423
Other assets		146,024			169,962
Separate account assets		933,811			941,612

Total assets	$	25,931,820		$	24,533,222

LIABILITIES
Future policy benefits
Life	$	2,991,592		$	2,939,308
Annuity		1,369,352			1,277,220
Accident and health		57,995			60,308
Policyholders’ account balances		11,827,574			11,068,775
Policy and contract claims		1,365,155			1,303,925
Unearned premium reserve		893,069			823,938
Other policyholder funds		328,707			318,620
Liability for retirement benefits		130,291			152,496
Notes payable		138,165			136,080
Deferred tax liabilities, net		476,433			367,487
Other liabilities		536,130			481,958
Separate account liabilities		933,811			941,612

Total liabilities		21,048,274			19,871,727

EQUITY
American National stockholders’ equity:
Common stock, $1.00 par value,—Authorized 50,000,000, Issued 30,832,449 and 30,832,449 Outstanding 26,931,884 and 26,914,516 shares		30,832			30,832
Additional paid-in capital		18,988			16,406
Accumulated other comprehensive income		592,231			455,899
Retained earnings		4,333,637			4,250,818
Treasury stock, at cost		(101,616	)		(101,777	)

Total American National stockholders’ equity		4,874,072			4,652,178
Noncontrolling interest		9,474			9,317

Total equity		4,883,546			4,661,495

Total liabilities and equity	$	25,931,820		$	24,533,222

See accompanying notes to the consolidated financial statements.

AMERICAN NATIONAL INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
PREMIUMS AND OTHER REVENUE
Premiums
Life	$	84,862		$	83,521		$	241,623		$	235,691
Annuity		65,007			61,279			160,205			217,517
Accident and health		41,832			43,879			115,464			131,020
Property and casualty		345,816			318,658			1,006,516			926,807
Other policy revenues		54,030			64,210			183,558			194,046
Net investment income		241,205			227,784			704,326			634,548
Net realized investment gains		33,929			22,181			59,338			38,209
Other-than-temporary impairments		(3,485	)		(5,914	)		(11,737	)		(12,941	)
Other income		9,554			7,544			27,347			23,663

Total premiums and other revenues		872,750			823,142			2,486,640			2,388,560

BENEFITS, LOSSES AND EXPENSES
Policyholder benefits
Life		101,847			103,873			299,864			296,398
Annuity		78,039			75,132			199,499			250,034
Claims incurred
Accident and health		28,385			39,375			76,171			101,994
Property and casualty		238,178			233,474			719,888			676,392
Interest credited to policyholders’ account balances		104,699			87,973			295,255			250,401
Commissions for acquiring and servicing policies		141,645			122,382			408,576			350,211
Other operating expenses		121,615			118,755			389,563			378,328
Change in deferred policy acquisition costs		(32,225	)		(5,544	)		(69,407	)		(26,708	)

Total benefits, losses and expenses		782,183			775,420			2,319,409			2,277,050

Income before federal income tax and equity in earnings of unconsolidated affiliates		90,567			47,722			167,231			111,510

Less: Provision (benefit) for federal income taxes
Current		22,980			(8,259	)		26,924			(5,370	)
Deferred		13,371			30,849			33,014			33,780

Total provision for federal income taxes		36,351			22,590			59,938			28,410
Equity in earnings of unconsolidated affiliates		22,387			36,530			44,200			39,265

Net income		76,603			61,662			151,493			122,365
Less: Net income attributable to noncontrolling interest, net of tax		3,334			2,373			2,425			1,135

Net income attributable to American National	$	73,269		$	59,289		$	149,068		$	121,230

Amounts available to American National common stockholders
Earnings per share
Basic	$	2.72		$	2.20		$	5.54		$	4.51
Diluted		2.72			2.20			5.53			4.50
Cash dividends to common stockholders		0.82			0.82			2.46			2.44
Weighted average common shares outstanding		26,894,538			26,908,032			26,895,952			26,908,619
Weighted average common shares outstanding and dilutive potential common shares		26,958,664			26,967,331			26,959,227			26,966,387

See accompanying notes to the consolidated financial statements.

AMERICAN NATIONAL INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017			2016
Net income	$	76,603	$	61,662		$	151,493		$	122,365

Other comprehensive income (loss), net of tax
Change in net unrealized gains on securities		29,774		25,290			126,362			156,066
Foreign currency transaction and translation adjustments		411		(1,101	)		694			(671	)
Defined benefit pension plan adjustment		1,535		2,128			9,276			6,384

Other comprehensive income, net of tax		31,720		26,317			136,332			161,779

Total comprehensive income		108,323		87,979			287,825			284,144
Less: Comprehensive income attributable to noncontrolling interest		3,334		2,373			2,425			1,135

Total comprehensive income attributable to American National	$	104,989	$	85,606		$	285,400		$	283,009


AMERICAN NATIONAL INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited and in thousands)
						Nine months ended September 30,
						2017			2016
Common Stock
Balance at beginning and end of the period						$	30,832		$	30,832

Additional Paid-In Capital
Balance as of January 1,							16,406			13,689
Reissuance of treasury shares							1,964			1,825
Income tax effect from restricted stock arrangement							—			49
Amortization of restricted stock							618			631

Balance at end of the period							18,988			16,194

Accumulated Other Comprehensive Income
Balance as of January 1,							455,899			352,620
Other comprehensive income							136,332			161,779

Balance at end of the period							592,231			514,399

Retained Earnings
Balance as of January 1,							4,250,818			4,157,184
Net income attributable to American National							149,068			121,230
Cash dividends to common stockholders							(66,249	)		(65,665	)

Balance at end of the period							4,333,637			4,212,749

Treasury Stock
Balance as of January 1,							(101,777	)		(102,043	)
Reissuance of treasury shares							161			266

Balance at end of the period							(101,616	)		(101,777	)

Noncontrolling Interest
Balance as of January 1,							9,317			10,189
Contributions							224			1
Distributions							(2,492	)		(2,323	)
Net gain attributable to noncontrolling interest							2,425			1,135

Balance at end of the period							9,474			9,002

Total Equity						$	4,883,546		$	4,681,399

See accompanying notes to the consolidated financial statements.

AMERICAN NATIONAL INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


	Nine months ended September 30,
	2017			2016
				(As Revised)
OPERATING ACTIVITIES
Net income	$	151,493		$	122,365
Adjustments to reconcile net income to net cash provided by operating activities
Net realized investment gains		(59,338	)		(38,209	)
Other-than-temporary impairments		11,737			12,941
Amortization (accretion) of premiums, discounts and loan origination fees		(4,233	)		(1,301	)
Net capitalized interest on policy loans and mortgage loans		(25,218	)		(23,344	)
Depreciation		41,131			36,811
Interest credited to policyholders’ account balances		295,255			250,401
Charges to policyholders’ account balances		(183,558	)		(194,046	)
Deferred federal income tax expense		33,014			33,780
Equity in earnings of unconsolidated affiliates		(44,200	)		(39,265	)
Distributions from equity method investments		1,133			827
Changes in
Policyholder liabilities		273,411			266,909
Deferred policy acquisition costs		(69,407	)		(26,708	)
Reinsurance recoverables		(7,063	)		(9,103	)
Premiums due and other receivables		(38,499	)		(23,532	)
Prepaid reinsurance premiums		(2,500	)		8,883
Accrued investment income		(3,596	)		(2,869	)
Current tax receivable/payable		21,571			(47,883	)
Liability for retirement benefits		(7,934	)		(11,360	)
Other, net		(11,838	)		14,463

Net cash provided by operating activities		371,361			329,760

INVESTING ACTIVITIES
Proceeds from sale/maturity/prepayment of
Held-to-maturity securities		599,202			362,950
Available-for-sale securities		433,514			394,436
Investment real estate		46,745			12,879
Mortgage loans		431,702			396,783
Policy loans		39,003			46,194
Other invested assets		62,815			22,918
Disposals of property and equipment		554			8,677
Distributions from unconsolidated affiliates		12,561			40,464
Payment for the purchase/origination of
Held-to-maturity securities		(690,190	)		(112,679	)
Available-for-sale securities		(535,617	)		(575,299	)
Investment real estate		(27,527	)		(38,611	)
Mortgage loans		(848,263	)		(1,010,671	)
Policy loans		(18,953	)		(18,693	)
Other invested assets		(33,062	)		(51,516	)
Additions to property and equipment		(19,162	)		(24,337	)
Contributions to unconsolidated affiliates		(23,267	)		(107,998	)
Change in short-term investments		(369,547	)		55,149
Change in collateral held for derivatives		29,797			14,032
Other, net		19,055			14,040

Net cash used in investing activities		(890,640	)		(571,282	)

FINANCING ACTIVITIES
Policyholders’ account deposits		1,607,263			1,197,460
Policyholders’ account withdrawals		(960,161	)		(969,989	)
Change in notes payable		2,084			17,631
Dividends to stockholders		(66,249	)		(65,665	)
Payments to noncontrolling interest		(2,268	)		(2,322	)

Net cash provided by financing activities		580,669			177,115

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		61,390			(64,407	)
Beginning of the period		289,338			310,930

End of the period	$	350,728		$	246,523

See accompanying notes to the consolidated financial statements.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of Operations

American National Insurance Company and its consolidated subsidiaries (collectively “American National” or “the Company”) offer a broad spectrum of insurance products, including individual and group life insurance, annuities, health insurance, and property and casualty insurance. Business is conducted in all 50 states, the District of Columbia and Puerto Rico.

Note 2 – Summary of Significant Accounting Policies and Practices

The consolidated financial statements and notes thereto have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and are reported in U.S. currency. American National consolidates entities that are wholly-owned and those in which American National owns less than 100% but controls, as well as variable interest entities in which American National is the primary beneficiary. Intercompany balances and transactions with consolidated entities have been eliminated. Investments in unconsolidated affiliates are accounted for using the equity method of accounting. Certain amounts in prior years have been reclassified to conform to current year presentation.

The interim consolidated financial statements and notes herein are unaudited and reflect all adjustments which management considers necessary for the fair presentation of the interim consolidated statements of financial position, operations, comprehensive income, changes in equity, and cash flows.

The interim consolidated financial statements and notes should be read in conjunction with the annual consolidated financial statements and notes thereto included in American National’s Annual Report on Form 10-K as of and for the year ended December 31, 2016. The consolidated results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported consolidated financial statement balances. Actual results could differ from those estimates.

Note 2 – Summary of Significant Accounting Policies and Practices – (Continued)

Revision to Previously Reported Amounts

Correction of an Immaterial Error. During the fourth quarter of 2016, the Company revised previously reported amounts to include cash held in a bank custody account representing collateral provided to us by third parties for equity-option derivative transactions. For details, see Note 7, Derivative Instruments, of the Notes to the Consolidated Financial Statements. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded the error was immaterial to the current and prior periods. The correction of the immaterial error revised the consolidated statements of financial position and statements of cash flows as disclosed in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017. There was no revision to the consolidated statements of operations, comprehensive income or changes in equity. The Company has revised prior period amounts in the Consolidated Statements of Cash Flows included herein to reflect the immaterial correction of an error.

Financial statement amounts previously reported were revised as shown below (in thousands):


	Nine months ended September 30, 2016
	As Reported			As Revised			Effect of Change
Statement of Cash Flow
Change in collateral held for derivatives	$	—		$	14,032		$	14,032
Other investing activities, net		9,242			14,040			4,798
Net cash used in investing activities		(590,112	)		(571,282	)		18,830
Net decrease in cash and cash equivalents		(83,237	)		(64,407	)		18,830
Cash at beginning of period		190,237			310,930			120,693
Cash at end of period		107,000			246,523			139,523

Note 3 – Recently Issued Accounting Pronouncements

Future Adoption of New Accounting Standards— The FASB issued the following accounting guidance relevant to American National:

In May 2014, the FASB issued guidance that will supersede most existing revenue recognition requirements in GAAP. Insurance contracts generally are excluded from the scope of the guidance. For those contracts which are impacted, the transaction price is attributed to the underlying performance obligations in the contract and revenue is recognized as the entity satisfies the performance obligations and transfers control of a good or service to the customer. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company intends to adopt the standard effective January 1, 2018 using a modified retrospective approach. Since the majority of our revenues sources are insurance related and, accordingly, not in scope of the standard, we do not expect the adoption of the standard to be material to the Company’s results of operations or financial position. The Company is continuing to identify those contracts which are in the scope of the standard and assessing the impact of those non-insurance revenue streams. The Company has currently identified contracts within the scope of this guidance that total approximately $2,000,000, representing less than 1% of total premiums and other revenues.

In January 2016, the FASB issued guidance that will change certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The new guidance requires that equity investments in unconsolidated entities be measured at fair value and the changes in fair value are recognized through earnings. When the fair value option has been elected for financial liabilities, changes in fair value due to instrument-specific credit risk will be recognized separately in other comprehensive income. The guidance also simplifies the impairment assessment of equity investments and eliminates the disclosure requirements for methods and significant assumptions used to estimate fair value of financial instruments that are measured at amortized cost on the statement of financial position. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of adoption to the Company’s results of operations and financial position. The impact, if the guidance were effective in 2017, is an increase of $129 million in net investment income from the change in unrealized gains and losses on securities in the equity portfolio. The cumulative unrealized gains and losses at adoption will be reclassified from other comprehensive income to retained earnings.

In February 2016, the FASB issued guidance that will require significant changes to the statement of financial position of lessees. With certain limited exceptions, lessees will need to recognize virtually all of their leases on the statement of financial position, by recording a right-of-use asset and a lease liability. Lessor accounting is less affected by the standard, but has been updated to align with certain changes in the lessee model and the new revenue recognition standard. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. We are currently quantifying the expected gross up of our balance sheet for a right of use asset and a lease liability as required. Since the majority of our lease activity is as a lessor, we do not expect the adoption of the standard to be material to the Company’s results of operations or financial position.

In June 2016, the FASB issued guidance that will significantly change how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance will replace the current “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do under the current other-than-temporary impairment model. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019. The Company must develop appropriate models to measure expected credit losses to begin determining the impact of adopting the standard on our results of operations or financial position.

In March 2017, the FASB issued guidance on the presentation of net periodic pension and postretirement benefit costs. The guidance requires the service cost component to be reported in the same line item as other compensation costs. All other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of income from operations. The standard is effective for annual periods, including interim periods within those annual periods beginning after December 15, 2017. The Company plans to adopt the standard effective January 1, 2018. Considering the Company’s defined benefit pension plans are frozen, this guidance is not expected to have a material impact to the Company’s results of operations or financial position.

Note 4 – Investment in Securities

The cost or amortized cost and fair value of investments in securities are shown below (in thousands):


	September 30, 2017
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Fixed maturity securities, bonds held-to-maturity
U.S. states and political subdivisions	$	271,297	$	14,759	$	(22	)	$	286,034
Foreign governments		4,023		657		—			4,680
Corporate debt securities		6,831,509		268,231		(15,252	)		7,084,488
Residential mortgage-backed securities		232,678		11,504		(1,028	)		243,154
Collateralized debt securities		925		50		—			975
Other debt securities		1,792		59		—			1,851

Total bonds held-to-maturity		7,342,224		295,260		(16,302	)		7,621,182

Fixed maturity securities, bonds available-for-sale
U.S. treasury and government		28,221		536		(41	)		28,716
U.S. states and political subdivisions		892,998		32,890		(1,343	)		924,545
Foreign governments		5,000		1,506		—			6,506
Corporate debt securities		4,868,920		200,900		(15,224	)		5,054,596
Residential mortgage-backed securities		15,149		47		(173	)		15,023
Collateralized debt securities		3,285		674		(4	)		3,955
Other debt securities		11,625		440		(176	)		11,889

Total bonds available-for-sale		5,825,198		236,993		(16,961	)		6,045,230

Equity securities
Common stock		745,018		940,944		(7,434	)		1,678,528
Preferred stock		19,129		4,646		—			23,775

Total equity securities		764,147		945,590		(7,434	)		1,702,303

Total investments in securities	$	13,931,569	$	1,477,843	$	(40,697	)	$	15,368,715


	December 31, 2016
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Fixed maturity securities, bonds held-to-maturity
U.S. states and political subdivisions	$	301,994	$	17,190	$	(102	)	$	319,082
Foreign governments		4,057		659		—			4,716
Corporate debt securities		6,711,508		253,191		(38,721	)		6,925,978
Residential mortgage-backed securities		229,758		14,112		(1,185	)		242,685
Collateralized debt securities		1,290		64		—			1,354
Other debt securities		2,778		99		—			2,877

Total bonds held-to-maturity		7,251,385		285,315		(40,008	)		7,496,692

Fixed maturity securities, bonds available-for-sale
U.S. treasury and government		25,062		594		(16	)		25,640
U.S. states and political subdivisions		945,431		21,170		(6,378	)		960,223
Foreign governments		5,000		1,567		—			6,567
Corporate debt securities		4,666,096		145,716		(31,049	)		4,780,763
Residential mortgage-backed securities		18,588		2,267		(342	)		20,513
Collateralized debt securities		5,574		821		(3	)		6,392
Other debt securities		3,233		—		(55	)		3,178

Total bonds available-for-sale		5,668,984		172,135		(37,843	)		5,803,276

Equity securities
Common stock		713,099		810,611		(5,195	)		1,518,515
Preferred stock		19,334		3,889		(62	)		23,161

Total equity securities		732,433		814,500		(5,257	)		1,541,676

Total investments in securities	$	13,652,802	$	1,271,950	$	(83,108	)	$	14,841,644

Note 4 – Investment in Securities – (Continued)

The amortized cost and fair value, by contractual maturity, of fixed maturity securities are shown below (in thousands):


	September 30, 2017
	Bonds Held-to-Maturity				Bonds Available-for-Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	403,881	$	410,402	$	234,115	$	237,826
Due after one year through five years		3,715,433		3,898,649		1,680,069		1,761,874
Due after five years through ten years		2,772,273		2,850,963		3,300,320		3,421,349
Due after ten years		444,787		456,149		610,694		624,181
Without single maturity date		5,850		5,019		—		—

Total	$	7,342,224	$	7,621,182	$	5,825,198	$	6,045,230

Actual maturities differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Residential and commercial mortgage-backed securities, which are not due at a single maturity, have been allocated to their respective categories based on the year of final contractual maturity.

Proceeds from sales of available-for-sale securities, with the related gross realized gains and losses, are shown below (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Proceeds from sales of available-for-sale securities	$	72,910		$	36,950		$	117,467		$	79,681
Gross realized gains		31,397			12,990			46,385			21,574
Gross realized losses		(4,837	)		(244	)		(4,983	)		(582	)

Gains and losses are determined using specific identification of the securities sold. During the nine months ended September 30, 2017, bonds with a carrying value of $25,266,000 transferred from held-to-maturity to available-for-sale after a significant deterioration in the issuers’ credit worthiness became evident. A realized loss of $6,000,000 was recorded in 2017 on a bond that was transferred due to an other-than-temporary impairment. During the nine months ended September 30, 2016 there were no bonds transferred from held-to-maturity to available-for-sale.

The components of the change in net unrealized gains (losses) on securities are shown below (in thousands):


	Nine months ended September 30,
	2017			2016
Bonds available-for-sale	$	85,740		$	268,148
Equity securities		128,913			55,529

Change in net unrealized gains on securities during the year		214,653			323,677
Adjustments for
Deferred policy acquisition costs		(11,551	)		(70,426	)
Participating policyholders’ interest		(9,140	)		(13,472	)
Deferred federal income tax expense		(67,600	)		(83,713	)

Change in net unrealized gains on securities, net of tax	$	126,362		$	156,066

Note 4 – Investment in Securities – (Continued)

The gross unrealized losses and fair value of the investment securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are shown below (in thousands):


	September 30, 2017
	Less than 12 months					12 Months or more					Total
	Unrealized (Losses)			Fair Value		Unrealized (Losses)			Fair Value		Unrealized (Losses)			Fair Value
Fixed maturity securities, bonds held-to-maturity
U.S. states and political subdivisions	$	(22	)	$	3,030	$	—		$	—	$	(22	)	$	3,030
Corporate debt securities		(6,134	)		521,274		(9,118	)		147,053		(15,252	)		668,327
Residential mortgage-backed securities		(527	)		57,465		(501	)		9,249		(1,028	)		66,714

Total bonds held-to-maturity		(6,683	)		581,769		(9,619	)		156,302		(16,302	)		738,071

Fixed maturity securities, bonds available-for-sale
U.S. treasury and government		(41	)		21,969		—			—		(41	)		21,969
U.S. states and political subdivisions		(366	)		39,274		(977	)		27,202		(1,343	)		66,476
Corporate debt securities		(4,267	)		361,101		(10,957	)		134,308		(15,224	)		495,409
Residential mortgage-backed securities		(46	)		12,570		(127	)		1,492		(173	)		14,062
Collateralized debt securities		—			—		(4	)		127		(4	)		127
Other Debt Securities		(176	)		9,472		—			—		(176	)		9,472

Total bonds available-for-sale		(4,896	)		444,386		(12,065	)		163,129		(16,961	)		607,515

Equity securities
Common stock		(7,434	)		64,921		—			—		(7,434	)		64,921

Total equity securities		(7,434	)		64,921		—			—		(7,434	)		64,921

Total	$	(19,013	)	$	1,091,076	$	(21,684	)	$	319,431	$	(40,697	)	$	1,410,507


	December 31, 2016
	Less than 12 months					12 Months or more					Total
	Unrealized (Losses)			Fair Value		Unrealized (Losses)			Fair Value		Unrealized (Losses)			Fair Value
Fixed maturity securities, bonds held-to-maturity
U.S. states and political subdivisions	$	(102	)	$	18,886	$	—		$	—	$	(102	)	$	18,886
Corporate debt securities		(18,110	)		971,361		(20,611	)		186,262		(38,721	)		1,157,623
Residential mortgage-backed securities		(558	)		22,806		(627	)		10,248		(1,185	)		33,054

Total bonds held-to-maturity		(18,770	)		1,013,053		(21,238	)		196,510		(40,008	)		1,209,563

Fixed maturity securities, bonds available-for-sale
U.S. treasury and government		(16	)		10,640		—			—		(16	)		10,640
U.S. states and political subdivisions		(6,376	)		282,141		(2	)		122		(6,378	)		282,263
Corporate debt securities		(19,828	)		917,215		(11,221	)		126,584		(31,049	)		1,043,799
Residential mortgage-backed securities		(204	)		12,420		(138	)		3,982		(342	)		16,402
Collateralized debt securities		—			1		(3	)		146		(3	)		147
Other Debt Securities		(55	)		3,178		—			—		(55	)		3,178

Total bonds available-for-sale		(26,479	)		1,225,595		(11,364	)		130,834		(37,843	)		1,356,429

Equity securities
Common stock		(5,195	)		53,068		—			—		(5,195	)		53,068
Preferred stock		(62	)		4,324		—			—		(62	)		4,324

Total equity securities		(5,257	)		57,392		—			—		(5,257	)		57,392

Total	$	(50,506	)	$	2,296,040	$	(32,602	)	$	327,344	$	(83,108	)	$	2,623,384

As of September 30, 2017, the securities with unrealized losses including those exceeding one year were not deemed to be other-than-temporarily impaired. American National has the ability and intent to hold those securities until a market price recovery or maturity. It is not more-likely-than-not that American National will be required to sell them prior to recovery, and recovery is expected in a reasonable period of time. It is possible an issuer’s financial circumstances may be different in the future, which may lead to a different impairment conclusion in future periods.

Note 4 – Investment in Securities – (Continued)

The following table identifies the total bonds distributed by credit quality rating (in thousands, except percentages):


	September 30, 2017							December 31, 2016
	Amortized		Estimated		% of Fair			Amortized		Estimated		% of Fair
	Cost		Fair Value		Value			Cost		Fair Value		Value
AAA	$	633,694	$	662,865		4.9	%	$	667,561	$	691,296		5.2	%
AA		1,302,818		1,357,106		9.9			1,393,137		1,440,667		10.8
A		4,643,929		4,822,438		35.3			4,538,471		4,696,909		35.3
BBB		6,095,264		6,343,348		46.4			5,758,560		5,931,112		44.6
BB and below		491,717		480,655		3.5			562,640		539,984		4.1

Total	$	13,167,422	$	13,666,412		100.0	%	$	12,920,369	$	13,299,968		100.0	%

Equity securities by market sector distribution are shown below:


	September 30, 2017			December 31, 2016
Consumer goods		19.6	%		20.4	%
Energy and utilities		8.9			11.1
Finance		21.9			22.1
Healthcare		13.1			12.7
Industrials		9.5			9.0
Information technology		19.1			17.1
Other		7.9			7.6

Total		100.0	%		100.0	%

Note 5 – Mortgage Loans

Generally, commercial mortgage loans are secured by first liens on income-producing real estate. American National attempts to maintain a diversified portfolio by considering the location of the underlying collateral. The distribution based on carrying amount of mortgage loans by location is as follows:


	September 30, 2017			December 31, 2016
East North Central		14.9	%		16.2	%
East South Central		3.2			3.7
Mountain		13.8			10.6
Pacific		18.6			17.6
South Atlantic		14.0			15.1
West South Central		29.1			31.0
Other		6.4			5.8

Total		100.0	%		100.0	%

For the nine months ended September 30, 2017, American National foreclosed on one loan with a recorded investment of $2,285,000, and three loans with a total recorded investment of $14,926,000 were in the process of foreclosure. For the year ended December 31, 2016, American National did not foreclose on any loans, and one loan with a recorded investment of $1,940,000, was in the process of foreclosure. American National did not sell any loans during the nine months ended September 30, 2017 or during the year ended December 31, 2016.

Note 5 – Mortgage Loans – (Continued)

The age analysis of past due loans is shown below (in thousands):


	30-59 Days		60-89 Days		More Than						Total
September 30, 2017	Past Due		Past Due		90 Days		Total		Current		Amount			Percent
Industrial	$	—	$	—	$	—	$	—	$	756,086	$	756,086			15.8
Office		10,103		6,235		8,882		25,220		1,703,700		1,728,920			36.0
Retail		—		—		—		—		749,982		749,982			15.6
Other		—		—		—		—		1,564,350		1,564,350			32.6

Total	$	10,103	$	6,235	$	8,882	$	25,220	$	4,774,118	$	4,799,338			100.0

Allowance for loan losses												(16,535	)

Total, net of allowance											$	4,782,803

December 31, 2016
Industrial	$	—	$	2,300	$	—	$	2,300	$	744,472	$	746,772			17.1
Office		—		—		6,059		6,059		1,541,880		1,547,939			35.5
Retail		—		—		—		—		736,121		736,121			16.9
Other		20,179		9,280		—		29,459		1,300,245		1,329,704			30.5

Total	$	20,179	$	11,580	$	6,059	$	37,818	$	4,322,718	$	4,360,536			100.0

Allowance for loan losses												(12,490	)

Total, net of allowance											$	4,348,046

Total mortgage loans are net of unamortized purchase discounts of $59,000 and $233,000 and unamortized origination fees of $31,980,000 and $33,019,000 at September 30, 2017 and December 31, 2016, respectively. No unearned income is included in these amounts.

Allowance for Credit Losses

A loan is considered impaired when it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. Mortgage loans with temporary difficulties are not considered impaired when the borrower has the financial capacity to fund revenue shortfalls from the properties for the foreseeable future. Individual valuation allowances are established for impaired loans to reduce the carrying value to the fair value of the collateral. Loans not evaluated individually for collectability are segregated by property-type and location, and allowance factors are applied. These factors are developed based on our historical loss experience adjusted for the expected trend in the rate of foreclosure losses. Allowance factors are higher for loans of certain property types and in certain regions based on loss experience or a blended historical loss factor.

The change in allowance for credit losses in mortgage loans is shown below (in thousands, except number of loans):


	Collectively Evaluated for Impairment						Individually Impaired						Total
	Number of Loans		Recorded Investment		Valuation Allowance		Number of Loans		Recorded Investment		Valuation Allowance		Number of Loans		Recorded Investment		Valuation Allowance
Beginning balance, 2017		430	$	4,358,596	$	11,488		2	$	1,940	$	1,002		432	$	4,360,536	$	12,490
Change in allowance		—		—		2,222		—		—		1,823		—		—		4,045
Net change in recorded investment		18		417,657		—		1		4,610		—		19		422,267		—

Ending balance at September 30, 2017		448	$	4,776,253	$	13,710		3	$	6,550	$	2,825		451	$	4,782,803	$	16,535

Note 5 – Mortgage Loans – (Continued)

Troubled Debt Restructurings

American National has granted concessions which are classified as troubled debt restructurings to certain mortgage loan borrowers. Concessions are generally one of, or a combination of, a delay in payment of principal or interest, a reduction of the contractual interest rate or an extension of the maturity date. American National considers the amount, timing and extent of concessions in determining any impairment or changes in the specific allowance for loan losses recorded in connection with a troubled debt restructuring. The carrying value after specific allowance, before and after modification in a troubled debt restructuring, may not change significantly, or may increase if the expected recovery is higher than the pre-modification recovery assessment.

Troubled debt restructuring mortgage loan information is as follows (in thousands, except number of loans):


	Nine months ended September 30,
	2017						2016
	Number of loans		Recorded investment pre- modification		Recorded investment post modification		Number of loans		Recorded investment pre- modification		Recorded investment post modification
Retail		—	$	—	$	—		2	$	10,189	$	10,189
Offices		1		10,103		10,103		—		—		—
Other (hotel/motel)		5		24,801		24,801		—		—		—

Total		6	$	34,904	$	34,904		2	$	10,189	$	10,189

There are $7,739,000 of commitments to lend additional funds to debtors whose loans have been modified in troubled debt restructuring, and there have been no defaults on modified loans during the periods presented.

Note 6 – Real Estate and Other Investments

Investment real estate by property-type and geographic distribution are as follows:


	September 30, 2017			December 31, 2016
Industrial		5.9	%		9.2	%
Office		39.9			37.8
Retail		38.5			37.2
Other		15.7			15.8

Total		100.0	%		100.0	%


	September 30, 2017			December 31, 2016
East North Central		6.2	%		8.8	%
East South Central		3.5			3.4
Mountain		12.8			12.0
Pacific		7.7			6.1
South Atlantic		13.4			13.0
West South Central		51.9			52.2
Other		4.5			4.5

Total		100.0	%		100.0	%

Note 6 – Real Estate and Other Investments – (Continued)

American National regularly invests in real estate partnerships and joint ventures. American National frequently participates in the design of these entities with the sponsor, but in most cases, its involvement is limited to financing. Through analysis performed by American National, some of these partnerships and joint ventures have been determined to be variable interest entities (“VIEs”). In certain instances, in addition to an economic interest in the entity, American National holds the power to direct the most significant activities of the entity and is deemed the primary beneficiary or consolidator of the entity. The assets of the consolidated VIEs are restricted and must first be used to settle their liabilities. Creditors or beneficial interest holders of these VIEs have no recourse to the general credit of American National, as American National’s obligation is limited to the amount of its committed investment. American National has not provided financial or other support to the VIEs in the form of liquidity arrangements, guarantees, or other commitments to third parties that may affect the fair value or risk of its variable interest in the VIEs in 2017 or 2016.

The assets and liabilities relating to the VIEs included in the consolidated financial statements are as follows (in thousands):


	September 30, 2017		December 31, 2016
Investment real estate	$	153,793	$	173,816
Short-term investments		1,000		1
Cash and cash equivalents		4,146		6,099
Other receivables		4,645		6,456
Other assets		11,652		8,820

Total assets of consolidated VIEs	$	175,236	$	195,192

Notes payable	$	138,165	$	136,080
Other liabilities		5,103		10,037

Total liabilities of consolidated VIEs	$	143,268	$	146,117

The notes payable in the consolidated statements of financial position pertain to the borrowings of the consolidated VIEs. The liability of American National relating to notes payable of the consolidated VIEs is limited to the amount of its direct or indirect investment in the respective ventures, which totaled $28,552,000 and $31,795,000 at September 30, 2017 and December 31, 2016, respectively.

The total long-term notes payable of the consolidated VIE’s consists of the following (in thousands):


Interest rate	Maturity	September 30, 2017		December 31, 2016
Prime	2018	$	2	$	1,267
LIBOR	2020		9,700		7,318
90 day LIBOR + 2.5%	2021		40,123		37,074
4% fixed	2022		88,340		90,421

Total		$	138,165	$	136,080

Note 6 – Real Estate and Other Investments – (Continued)

For other VIEs in which American National is a partner, it is not the primary beneficiary, and these entities are not consolidated, as the major decisions that most significantly impact the economic activities of the VIE require unanimous consent of all partners. The carrying amount and maximum exposure to loss relating to unconsolidated VIEs follows (in thousands):


	September 30, 2017				December 31, 2016
			Maximum				Maximum
	Carrying		Exposure		Carrying		Exposure
	Amount		to Loss		Amount		to Loss
Investment in unconsolidated affiliates	$	341,802	$	341,802	$	323,933	$	323,933
Mortgage loans		603,655		603,655		481,799		481,799
Accrued investment income		2,166		2,166		1,919		1,919

As of September 30, 2017, no real estate investments were classified as held for sale.

Note 7 – Derivative Instruments

American National purchases over-the-counter equity-indexed options as economic hedges against fluctuations in the equity markets to which equity-indexed products are exposed. These options are not designated as hedging instruments for accounting purposes under U.S. GAAP. Equity-indexed contracts include a fixed host universal-life insurance or annuity contract and an equity-indexed embedded derivative. The detail of derivative instruments is shown below (in thousands, except number of instruments):


		September 30, 2017						December 31, 2016
Derivatives Not Designated as Hedging Instruments	Location in the Consolidated Statements of Financial Position	Number of Instruments		Notional Amounts		Estimated Fair Value		Number of Instruments		Notional Amounts		Estimated Fair Value
Equity-indexed options	Other invested assets		465	$	1,739,400	$	189,674		442	$	1,414,100	$	156,479
Equity-indexed embedded derivative	Policyholders’ account balances		72,684		1,642,300		439,246		62,481		1,289,800		314,330


Derivatives Not Designated as Hedging Instruments	Location in the Consolidated Statements of Operations	Gains (Losses) Recognized in Income on Derivatives
		Three months ended September 30,						Nine months ended September 30,
		2017			2016			2017			2016
Equity-indexed options	Net investment income	$	20,992		$	15,040		$	57,555		$	17,190
Equity-indexed embedded derivative	Interest credited to policyholders’ account balances		(25,637	)		(15,054	)		(69,741	)		(21,227	)

Note 7 – Derivative Instruments – (Continued)

The Company’s use of derivative instruments exposes it to credit risk in the event of non-performance by the counterparties. The Company has a policy of only dealing with counterparties we believe are credit worthy and obtaining sufficient collateral where appropriate, as a means of mitigating the financial loss from defaults. The non-performance risk is the net counterparty exposure based on the fair value of the open contracts, less collateral held. The Company maintains master netting agreements with its current active trading partners. As such, a right of offset has been applied to unrestricted collateral that supports credit risk and has been recorded in the consolidated statements of financial position as an offset to “Other invested assets” with an associated payable to “Other liabilities” for excess collateral. Restricted collateral has been recorded as “Other liabilities” because of the uncertainty of its availability to offset exposure losses.

Information regarding the Company’s exposure to credit loss on the options it holds is presented below (in thousands):


		September 30, 2017
Counterparty	Moody/S&P Rating	Options Fair Value		Collateral Held		Collateral Amounts used to Offset Exposure		Excess and Restricted Collateral		Exposure Net of Collateral
Barclays	Baa2/BBB	$	47,205	$	47,623	$	47,205	$	418	$	—
Goldman-Sachs	A3/BBB+		820		780		780		—		40
ING	Baa1/A-		26,098		23,230		23,230		—		2,868
JP Morgan	A3/A-		185		—		—		—		185
Morgan Stanley	A3/BBB+		15,930		16,376		15,930		446		—
NATIXIS*	A2/A		29,182		28,910		—		28,910		29,182
SunTrust	Baa1/BBB+		32,971		32,010		32,010		—		961
Wells Fargo	A2/A		37,283		36,090		36,090		—		1,193

	Total	$	189,674	$	185,019	$	155,245	$	29,774	$	34,429


		December 31, 2016
Counterparty	Moody/S&P Rating	Options Fair Value		Collateral Held		Collateral Amounts used to Offset Exposure		Excess and Restricted Collateral		Exposure Net of Collateral
Barclays	Baa2/BBB	$	33,839	$	35,063	$	33,839	$	1,224	$	—
Citigroup	Baa1/BBB+		2,249		—		—		—		2,249
Goldman-Sachs	A3/BBB+		1,452		1,400		1,400		—		52
ING	Baa1/A-		29,609		26,430		26,430		—		3,179
JP Morgan	A3/A-		163		—		—		—		163
Morgan Stanley	A3/BBB+		17,864		17,680		17,680		—		184
NATIXIS*	A2/A		24,804		26,620		—		26,620		24,804
SunTrust	Baa1/BBB+		19,559		19,960		19,559		401		—
Wells Fargo	A2/A		26,940		26,540		26,540		—		400

	Total	$	156,479	$	153,693	$	125,448	$	28,245	$	31,031

*	Collateral Restrictions

Note 8 – Net Investment Income and Realized Investment Gains (Losses)

Net investment income is shown below (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Bonds	$	134,990	$	137,322	$	404,793	$	416,301
Equity securities		9,688		9,094		28,694		28,421
Mortgage loans		54,913		61,277		179,933		158,593
Real estate		8,233		2,395		6,484		950
Options		20,992		15,040		57,555		17,190
Other invested assets		12,389		2,656		26,867		13,093

Total	$	241,205	$	227,784	$	704,326	$	634,548

Realized investment gains (losses) are shown below (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Bonds	$	6,116		$	8,412		$	16,184		$	13,005
Equity securities		26,842			17,599			41,937			28,529
Mortgage loans		(664	)		(883	)		(5,369	)		176
Real estate		(161	)		(2,928	)		4,838			(2,655	)
Other invested assets		1,796			(19	)		1,748			(846	)

Total	$	33,929		$	22,181		$	59,338		$	38,209

Other-than-temporary impairment losses are shown below (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Bonds	$	(47	)	$	(94	)	$	(6,047	)	$	(94	)
Equity securities		(3,438	)		(5,820	)		(5,690	)		(12,847	)

Total	$	(3,485	)	$	(5,914	)	$	(11,737	)	$	(12,941	)

Note 9 – Fair Value of Financial Instruments

The carrying amount and fair value of financial instruments are shown below (in thousands):


	September 30, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Fixed maturity securities, bonds held-to-maturity	$	7,342,224	$	7,621,182	$	7,251,385	$	7,496,692
Fixed maturity securities, bonds available-for-sale		6,045,230		6,045,230		5,803,276		5,803,276
Equity securities		1,702,303		1,702,303		1,541,676		1,541,676
Equity-indexed options		189,674		189,674		156,479		156,479
Mortgage loans on real estate, net of allowance		4,782,803		4,866,171		4,348,046		4,435,530
Policy loans		376,850		376,850		384,376		384,376
Short-term investments		561,773		561,773		192,226		192,226
Separate account assets		933,811		933,811		941,612		941,612

Total financial assets	$	21,934,668	$	22,296,994	$	20,619,076	$	20,951,867

Financial liabilities
Investment contracts	$	8,916,612	$	8,916,612	$	8,785,412	$	8,785,412
Embedded derivative liability for equity-indexed contracts		439,246		439,246		314,330		314,330
Notes payable		138,165		138,165		136,080		136,080
Separate account liabilities		933,811		933,811		941,612		941,612

Total financial liabilities	$	10,427,834	$	10,427,834	$	10,177,434	$	10,177,434

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability. A fair value hierarchy is used to determine fair value based on a hypothetical transaction at the measurement date from the perspective of a market participant. American National has evaluated the types of securities in its investment portfolio to determine an appropriate hierarchy level based upon trading activity and the observability of market inputs. The classification of assets or liabilities within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:


Level 1		Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2		Quoted prices in markets that are not active or inputs that are observable directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1; quoted prices in markets that are not active; or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3		Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect American National’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models and third-party evaluation, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fixed Maturity Securities and Equity Options—American National utilizes a pricing service to estimate fair value measurements. The estimates of fair value for most fixed maturity securities, including municipal bonds, provided by the pricing service are disclosed as Level 2 measurements as the estimates are based on observable market information rather than market quotes.

Note 9 – Fair Value of Financial Instruments – (Continued)

The pricing service utilizes market quotations for fixed maturity securities that have quoted prices in active markets. Since fixed maturity securities generally do not trade on a daily basis, the pricing service prepares estimates of fair value measurements for these securities using its proprietary pricing applications, which include available relevant market information, benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Additionally, an option adjusted spread model is used to develop prepayment and interest rate scenarios.

The pricing service evaluates each asset class based on relevant market information, credit information, perceived market movements and sector news. The market inputs utilized in the pricing evaluation, listed in the approximate order of priority, include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and economic events. The extent of the use of each market input depends on the asset class and the market conditions. Depending on the security, the priority of the use of inputs may change or some market inputs may not be relevant. For some securities, additional inputs may be necessary.

American National has reviewed the inputs and methodology used and the techniques applied by the pricing service to produce quotes that represent the fair value of a specific security. The review confirms that the pricing service is utilizing information from observable transactions or a technique that represents a market participant’s assumptions. American National does not adjust quotes received from the pricing service. The pricing service utilized by American National has indicated that they will only produce an estimate of fair value if there is objectively verifiable information available.

American National holds a small amount of private placement debt and fixed maturity securities that have characteristics that make them unsuitable for matrix pricing. For these securities, a quote from an independent broker (typically a market maker) is obtained. Due to the disclaimers on the quotes that indicate that the price is indicative only, American National includes these fair value estimates in Level 3.

For securities priced using a quote from an independent broker, such as the equity-indexed options and certain fixed maturity securities, American National uses a market-based fair value analysis to validate the reasonableness of prices received. Price variances above a certain threshold are analyzed further to determine if any pricing issue exists. This analysis is performed quarterly.

Equity Securities—For publicly-traded equity securities, prices are received from a nationally recognized pricing service that are based on observable market transactions, and these securities are classified as Level 1 measurements. For certain preferred stock, current market quotes in active markets are unavailable. In these instances, an estimate of fair value is received from the pricing service. The service utilizes similar methodologies to price preferred stocks as it does for fixed maturity securities. These estimates are disclosed as Level 2 measurements. American National tests the accuracy of the information provided by reference to other services regularly.

Mortgage Loans—The fair value of mortgage loans is estimated using discounted cash flow analyses on a loan by loan basis by applying a discount rate to expected cash flows from future installment and balloon payments. The discount rate takes into account general market trends and specific credit risk trends for the individual loan. Factors used to arrive at the discount rate include inputs from spreads based on U.S. Treasury notes and the loan’s credit quality, region, property type, lien priority, payment type and current status.

Note 9 – Fair Value of Financial Instruments – (Continued)

Embedded Derivative— The amounts reported within policyholder contract deposits include equity linked interest crediting rates based on the S&P 500 index within index annuities and indexed life. The following unobservable inputs are used for measuring the fair value of the embedded derivatives associated with the policyholder contract liabilities:

•

Lapse rate assumptions are determined by company experience. Lapse rates are generally assumed to be lower during a contract’s surrender charge period and then higher once the surrender charge period has ended. Decreases to the assumed lapse rates generally increase the fair value of the liability as more policyholders persist to collect the crediting interest pertaining to the indexed product. Increases to the lapse rate assumption will have the inverse effect decreasing the fair value.

•

Mortality rate assumptions vary by age and by gender based on company and industry experience. Decreases to the assumed mortality rates increase the fair value of the liabilities as more policyholders earn crediting interest. Increases to the assumed mortality rates decrease the fair value as higher decrements reduce the potential for future interest credits.

•

Equity volatility assumptions begin with current market volatilities and grow to long-term values. Increases to the assumed volatility will increase the fair value of liabilities, as future projections will produce higher increases in the linked index. At September 30, 2017 and December 31, 2016, the one year implied volatility used to estimate embedded derivative value was 13.5% and 16.5%, respectively.

Fair values of indexed life and annuity liabilities are calculated using the discounted cash flow technique. Shown below are the significant unobservable inputs used to calculate the Level 3 fair value of the embedded derivatives within policyholder contract deposits (in millions, except range percentages):

Fair Value

September 30, 2017

December 31, 2016

Unobservable Input

Range

Indexed Annuities

428.0

306.5

Lapse Rate

1%-66%

Mortality Multiplier

90%-100%

Equity Volatility

12%-40%

Indexed Life

11.2

7.8

Lapse Rate

—

Mortality Multiplier

—

Equity Volatility

12%-40%

Note 9 – Fair Value of Financial Instruments – (Continued)

Other Financial Instruments—Other financial instruments classified as Level 3 measurements, as there is little or no market activity, are as follows:

Policy loans—The carrying value of policy loans is the outstanding balance plus any accrued interest. Due to the collateralized nature of policy loans such that they cannot be separated from the policy contracts, the unpredictable timing of repayments and the fact that settlement is at outstanding value, American National believes the carrying value of policy loans approximates fair value.

Investment contracts —The carrying value of investment contracts is equivalent to the accrued account balance. The accrued account balance consists of deposits, net of withdrawals, plus or minus interest credited, fees and charges assessed and other adjustments. American National believes that the carrying value of investment contracts approximates fair value because the majority of these contracts’ interest rates reset to current rates offered at anniversary.

Notes payable— Notes payable are carried at outstanding principal balance. The carrying value of the notes payable approximates fair value because the underlying interest rates approximate market rates at the balance sheet date.

Note 9 – Fair Value of Financial Instruments – (Continued)

Quantitative Disclosures

The fair value hierarchy measurements of the financial instruments are shown below (in thousands):


	Fair Value Measurement as of September 30, 2017
	Total Fair Value		Level 1		Level 2		Level 3
Financial assets
Fixed maturity securities, bonds held-to-maturity
U.S. states and political subdivisions	$	286,034	$	—	$	286,034	$	—
Foreign governments		4,680		—		4,680		—
Corporate debt securities		7,084,488		—		7,057,070		27,418
Residential mortgage-backed securities		243,154		—		242,279		875
Collateralized debt securities		975		—		975		—
Other debt securities		1,851		—		—		1,851

Total bonds held-to-maturity		7,621,182		—		7,591,038		30,144

Fixed maturity securities, bonds available-for-sale
U.S. treasury and government		28,716		—		28,716		—
U.S. states and political subdivisions		924,545		—		922,090		2,455
Foreign governments		6,506		—		6,506		—
Corporate debt securities		5,054,596		—		5,054,209		387
Residential mortgage-backed securities		15,023		—		15,023		—
Collateralized debt securities		3,955		—		3,955		—
Other debt securities		11,889		—		11,889		—

Total bonds available-for-sale		6,045,230		—		6,042,388		2,842

Equity securities
Common stock		1,678,528		1,678,400		—		128
Preferred stock		23,775		23,775		—		—

Total equity securities		1,702,303		1,702,175		—		128

Options		189,674		—		—		189,674
Mortgage loans on real estate		4,866,171		—		4,866,171		—
Policy loans		376,850		—		—		376,850
Short-term investments		561,773		—		561,773		—
Separate account assets		933,811		—		933,811		—

Total financial assets	$	22,296,994	$	1,702,175	$	19,995,181	$	599,638

Financial liabilities
Investment contracts	$	8,916,612	$	—	$	—	$	8,916,612
Embedded derivative liability for equity-indexed contracts		439,246		—		—		439,246
Notes payable		138,165		—		—		138,165
Separate account liabilities		933,811		—		933,811		—

Total financial liabilities	$	10,427,834	$	—	$	933,811	$	9,494,023

Note 9 – Fair Value of Financial Instruments – (Continued)


	Fair Value Measurement as of December 31, 2016
	Total Fair Value		Level 1		Level 2		Level 3
Financial assets
Fixed maturity securities, bonds held-to-maturity
U.S. states and political subdivisions	$	319,082	$	—	$	319,082	$	—
Foreign governments		4,716		—		4,716		—
Corporate debt securities		6,925,978		—		6,875,015		50,963
Residential mortgage-backed securities		242,685		—		241,779		906
Collateralized debt securities		1,354		—		—		1,354
Other debt securities		2,877		—		—		2,877

Total bonds held-to-maturity		7,496,692		—		7,440,592		56,100

Fixed maturity securities, bonds available-for-sale
U.S. treasury and government		25,640		—		25,640		—
U.S. states and political subdivisions		960,223		—		957,748		2,475
Foreign governments		6,567		—		6,567		—
Corporate debt securities		4,780,763		—		4,773,516		7,247
Residential mortgage-backed securities		20,513		—		17,909		2,604
Collateralized debt securities		6,392		—		4,454		1,938
Other debt securities		3,178		—		3,178		—

Total bonds available-for-sale		5,803,276		—		5,789,012		14,264

Equity securities
Common stock		1,518,515		1,518,515		—		—
Preferred stock		23,161		23,161		—		—

Total equity securities		1,541,676		1,541,676		—		—

Options		156,479		—		—		156,479
Mortgage loans on real estate		4,435,530		—		4,435,530		—
Policy loans		384,376		—		—		384,376
Short-term investments		192,226		—		192,226		—
Separate account assets		941,612		—		941,612		—

Total financial assets	$	20,951,867	$	1,541,676	$	18,798,972	$	611,219

Financial liabilities
Investment contracts	$	8,785,412	$	—	$	—	$	8,785,412
Embedded derivative liability for equity-indexed contracts		314,330		—		—		314,330
Notes payable		136,080		—		—		136,080
Separate account liabilities		941,612		—		941,612		—

Total financial liabilities	$	10,177,434	$	—	$	941,612	$	9,235,822

Note 9 – Fair Value of Financial Instruments – (Continued)

For financial instruments measured at fair value on a recurring basis using Level 3 inputs during the period, a reconciliation of the beginning and ending balances is shown below (in thousands):


	Level 3
	Three months ended September 30,								Nine months ended September 30,
	Assets						Liability		Assets						Liability
	Investment			Equity-Indexed			Embedded		Investment			Equity-Indexed			Embedded
	Securities			Options			Derivative		Securities			Options			Derivative
Beginning balance, 2017	$	15,852		$	172,377		$	390,189	$	14,264		$	156,479		$	314,330
Total realized and unrealized investment losses included in other comprehensive income		(3,703	)		—			—		(8,065	)		—			—
Net fair value change included in realized gains (losses)		—			—			—		—			—			—
Net gain for derivatives included in net investment income		—			20,671			—		—			57,004			—
Net change included in interest credited		—			—			25,637		—			—			69,741
Purchases, sales and settlements or maturities
Purchases		—			12,047			—		—			33,062			—
Sales		(5,297	)		—			—		(8,836	)		(12,837	)		—
Settlements or maturities		(4,010	)		(15,421	)		—		(7,020	)		(44,034	)		—
Premiums less benefits		—			—			23,420		—			—			55,175
Carry value transfers in		—			—			—		15,000			—			—
Gross transfers into Level 3		—			—			—		382			—			—
Gross transfers out of Level 3		—			—			—		(2,883	)		—			—

Ending balance at September 30, 2017	$	2,842		$	189,674		$	439,246	$	2,842		$	189,674		$	439,246

Beginning balance, 2016	$	21,666		$	134,575		$	278,570	$	20,130		$	123,007		$	242,412
Total realized and unrealized investment gains included in other comprehensive income		128			—			—		639			—			—
Net fair value change included in realized losses		(2	)		—			—		(1	)		—			—
Net gain for derivatives included in net investment income		—			14,716			—		—			16,866			—
Net change included in interest credited		—			—			15,054		—			—			21,227
Purchases, sales and settlements or maturities
Purchases		—			7,786			—		—			20,257			—
Sales		—			—			—		—			—			—
Settlements or maturities		—			(11,627	)		—		(389	)		(14,680	)		—
Premiums less benefits		—			—			4,875		—			—			34,860
Gross transfers into Level 3		—			—			—		1,413			—			—
Gross transfers out of Level 3		(504	)		—			—		(504	)		—			—

Ending balance at September 30, 2016	$	21,288		$	145,450		$	298,499	$	21,288		$	145,450		$	298,499

Within the net gain for derivatives included in net investment income were unrealized gains of $26,489,000, and $34,146,000 relating to assets still held at September 30, 2017, and 2016, respectively.

There were no transfers between Level 1 and Level 2 fair value hierarchies during the periods presented. The transfers into Level 3 during the nine months ended September 30, 2017 and 2016 were the result of existing securities no longer being priced by the third-party pricing service at the end of the period. Unless information is obtained from the brokers that indicate observable inputs were used in their pricing, there are not enough observable inputs to enable American National to classify the securities priced by the brokers as other than Level 3. American National’s valuation of these securities involves judgment regarding assumptions market participants would use including quotes from independent brokers. The inputs used by the brokers include recent transactions in the security, similar bonds with same name, ratings, maturity and structure, external dealer quotes in the security, Bloomberg evaluated pricing and prior months pricing. None of them are observable to American National as of September 30, 2017. The transfers out of Level 3 during the nine months ended September 30, 2017 and 2016 were securities being priced by the third-party service at the end of the period, using inputs that are observable or derived from market data, which resulted in classification of these assets as Level 2.

Note 10 – Deferred Policy Acquisition Costs

Deferred policy acquisition costs are shown below (in thousands):


	Life			Annuity			Accident & Health			Property & Casualty			Total
Beginning balance, 2017	$	745,840		$	394,208		$	40,620		$	113,775		$	1,294,443

Additions		92,752			77,414			8,435			215,626			394,227
Amortization		(48,702	)		(54,438	)		(11,352	)		(210,328	)		(324,820	)
Effect of change in unrealized gains on available-for-sale securities		(5,558	)		(5,993	)		—			—			(11,551	)

Net change		38,492			16,983			(2,917	)		5,298			57,856

Ending balance at September 30, 2017	$	784,332		$	411,191		$	37,703		$	119,073		$	1,352,299

Commissions comprise the majority of the additions to deferred policy acquisition costs.

Note 11 – Liability for Unpaid Claims and Claim Adjustment Expenses

The liability for unpaid claims and claim adjustment expenses (“claims”) for accident and health, and property and casualty insurance is included in “Policy and contract claims” in the consolidated statements of financial position and is the amount estimated for incurred but not reported (“IBNR”) claims and claims that have been reported but not settled. Liability for unpaid claims are estimated based upon American National’s historical experience and actuarial assumptions that consider the effects of current developments, anticipated trends and risk management programs, less anticipated salvage and subrogation. The effects of the changes are included in the consolidated results of operations in the period in which the changes occur. The time value of money is not taken into account for the purposes of calculating the liability for unpaid claims. There have been no significant changes in methodologies or assumptions used to calculate the liability for unpaid claims and claim adjustment expenses.

Information regarding the liability for unpaid claims is shown below (in thousands):


	Nine months ended September 30,
	2017			2016
Unpaid claims balance, beginning	$	1,140,723		$	1,104,302
Less reinsurance recoverables		216,903			217,337

Net beginning balance		923,820			886,965

Incurred related to
Current		847,289			804,177
Prior years		(61,284	)		(26,632	)

Total incurred claims		786,005			777,545

Paid claims related to
Current		483,111			472,413
Prior years		259,478			271,701

Total paid claims		742,589			744,114

Net balance		967,236			920,396
Plus reinsurance recoverables		232,187			247,998

Unpaid claims balance, ending	$	1,199,423		$	1,168,394

The net and gross reserve calculations have shown favorable development as a result of favorable loss emergence compared to what was implied by the loss development patterns used in the original estimation of losses in prior years. Estimates for ultimate incurred claims attributable to insured events of prior years decreased by approximately $61,284,000 during the first nine months of 2017 and decreased by approximately $26,632,000 during the first nine months of 2016. This was a reflection of lower-than-anticipated losses in the first nine months of 2017 related to accident years prior to 2017 in the auto, business owner and commercial package policy lines of business.

For short-duration health insurance claims, the total of IBNR plus expected development on reported claims included in the liability for unpaid claims and claim adjustment expenses at September 30, 2017 was $29,887,000.

Note 12 – Federal Income Taxes

A reconciliation of the effective tax rate to the statutory federal tax rate is shown below (in thousands, except percentages):


	Three months ended September 30,												Nine months ended September 30,
	2017						2016						2017						2016
	Amount			Rate			Amount			Rate			Amount			Rate			Amount			Rate
Income tax on pre-tax income	$	39,534			35.0	%	$	29,488			35.0	%	$	74,001			35.0	%	$	52,771			35.0	%
Tax-exempt investment income		(1,737	)		(1.5	)		(1,980	)		(2.4	)		(5,338	)		(2.5	)		(5,926	)		(3.9	)
Deferred tax change		29			—			—			—			(1,202	)		(0.6	)		(10,508	)		(7.0	)
Dividend exclusion		(2,078	)		(1.8	)		(1,917	)		(2.3	)		(6,242	)		(3.0	)		(6,143	)		(4.1	)
Miscellaneous tax credits, net		(2,268	)		(2.0	)		(2,430	)		(2.9	)		(7,067	)		(3.3	)		(7,546	)		(5.0	)
Low income housing tax credit expense		1,254			1.1			1,294			1.5			3,763			1.8			3,883			2.6
Other items, net		1,701			1.5			(1,907	)		(2.3	)		2,023			0.9			(765	)		(0.5	)

Provision for federal income tax before interest expense		36,435			32.3			22,548			26.6			59,938			28.3			25,766			17.1
Interest expense		(84	)		(0.1	)		42			—			—			—			2,644			1.8

Total	$	36,351			32.2	%	$	22,590			26.6	%	$	59,938			28.3	%	$	28,410			18.9	%

American National made income tax payments of $8,466,000 and $35,458,000 during the nine months ended September 30, 2017 and 2016, respectively.

Management believes sufficient taxable income will be achieved over time to utilize the deferred tax assets in the consolidated federal tax return; therefore, no valuation allowance was recorded as of September 30, 2017 and 2016. There are no net operating or capital loss carryforwards that will expire by December 31, 2017.

American National’s federal income tax returns for years 2013 to 2016 and years 2005 to 2009 are in process of being closed by the Internal Revenue Service. We have received $8.0 million in refunds related to these years. In the opinion of management, all prior year deficiencies have been paid or adequate provisions have been made for any tax deficiencies that may be upheld. No provision for penalties or interest were established during 2017 relating to a dispute with the Internal Revenue Service. Management does not believe there are any uncertain tax benefits that could be recognized within the next twelve months that would decrease American National’s effective tax rate.

Note 13 – Accumulated Other Comprehensive Income

The components of and changes in the accumulated other comprehensive income (“AOCI”), and the related tax effects, are shown below (in thousands):


	Net Unrealized Gains (Losses) on Securities			Defined Benefit Pension Plan Adjustments			Foreign Currency Adjustments			AOCI
Beginning balance, 2017	$	547,138		$	(88,603	)	$	(2,636	)	$	455,899
Amounts reclassified from AOCI (net of tax benefit $12,657 and expense $4,995)		(23,507	)		9,276			—			(14,231	)
Unrealized holding gains arising during the period (net of tax expense $87,786)		163,031			—			—			163,031
Unrealized adjustment to DAC (net of tax benefit $4,330)		(7,221	)		—			—			(7,221	)
Unrealized gains on investments attributable to participating policyholders’ interest (net of tax benefit $3,199)		(5,941	)		—			—			(5,941	)
Foreign currency adjustment (net of tax expense $374)		—			—			694			694

Ending balance at September 30, 2017	$	673,500		$	(79,327	)	$	(1,942	)	$	592,231

Beginning balance, 2016	$	453,434		$	(97,889	)	$	(2,925	)	$	352,620
Amounts reclassified from AOCI (net of tax benefit $7,078 and expense $3,438)		(13,145	)		6,384			—			(6,761	)
Unrealized holding gains arising during the period (net of tax expense $120,365)		223,535			—			—			223,535
Unrealized adjustment to DAC (net of tax benefit $24,859)		(45,567	)		—			—			(45,567	)
Unrealized gains on investments attributable to participating policyholders’ interest (net of tax benefit $4,715)		(8,757	)		—			—			(8,757	)
Foreign currency adjustment (net of tax benefit $361)		—			—			(671	)		(671	)

Ending balance at September 30, 2016	$	609,500		$	(91,505	)	$	(3,596	)	$	514,399

Note 14 – Stockholders’ Equity and Noncontrolling Interests

American National has one class of common stock with a par value of $1.00 per share and 50,000,000 authorized shares. The amounts outstanding at the dates indicated are shown below:


	September 30, 2017			December 31, 2016
Common stock
Shares issued		30,832,449			30,832,449
Treasury shares		(3,900,565	)		(3,917,933	)

Outstanding shares		26,931,884			26,914,516
Restricted shares		(74,000	)		(76,000	)

Unrestricted outstanding shares		26,857,884			26,838,516

Stock-based compensation

American National has a stock-based compensation plan, which allows for grants of Non-Qualified Stock Options, Stock Appreciation Rights (“SAR”), Restricted Stock (“RS”) Awards, Restricted Stock Units (“RSU”), Performance Awards, Incentive Awards or any combination thereof. This plan is administered by the American National Board Compensation Committee. To date, only SAR, RS and RSU awards have been made. All awards are subject to review and approval by the Board Compensation Committee both at the time of setting applicable performance objectives and at payment of the awards. The number of shares available for grants under the plan cannot exceed 2,900,000 shares, and no more than 200,000 shares may be granted to any one individual in any calendar year. Grants were made to certain officers meeting established performance objectives, and grants are made to directors as compensation and to align their interests with those of other shareholders.

Note 14 – Stockholders’ Equity and Noncontrolling Interests – (Continued)

SAR, RS and RSU information for the periods indicated are shown below:


	SAR					RS Shares					RS Units
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value		Units			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2016		6,153		$	113.36		76,000		$	110.73		100,445		$	105.97
Granted		—			—		—			—		16,500			117.89
Exercised		—			—		(2,000	)		130.52		(62,079	)		108.91
Forfeited		—			—		—			—		(2,069	)		104.17
Expired		(3,234	)		118.37		—			—		—			—

Outstanding at September 30, 2017		2,919		$	107.81		74,000		$	110.19		52,797		$	106.26


	SAR			RS Shares		RS Units
Weighted-average contractual remaining life (in years)		0.77			3.01		0.90
Exercisable shares		2,919			N/A		N/A
Weighted-average exercise price	$	107.81		$	110.19	$	106.26
Weighted-average exercise price exercisable shares		107.81			N/A		N/A
Compensation expense (credit)
Three months ended September 30, 2017	$	5,000		$	206,000	$	565,000
Three months ended September 30, 2016		98,000			212,000		1,297,000
Nine months ended September 30, 2017		(44,000	)		618,000		2,214,000
Nine months ended September 30, 2016		135,000			631,000		5,744,000
Fair value of liability award
September 30, 2017	$	34,000			N/A	$	6,479,000
December 31, 2016 (restated)		213,000			N/A		13,197,000

The SARs give the holder the right to cash compensation based on the difference between the stock price on the grant date and the stock price on the exercise date. The SARs vest at a rate of 20% per year for five years and expire five years after vesting.

RS awards entitle the participant to full dividend and voting rights. Each RS share awarded has the value of one share of restricted stock and vests 10 years from the grant date. Unvested shares are restricted as to disposition, and are subject to forfeiture under certain circumstances. Compensation expense is recognized over the vesting period. The restrictions on these awards lapse after 10 years and most of these awards feature a graded vesting schedule in the case of the retirement, death or disability of an award holder. Restricted stock awards for 350,334 shares have been granted at an exercise price of zero, of which 74,000 shares are unvested.

RSU awards allow the recipient of the awards to settle the vested RSUs in either shares of American National’s common stock, cash or a combination of both. RSUs granted vest after a one-year or three-year graded vesting requirement or over a shorter period as a result of death, disability or retirement after age 65.

Note 14 – Stockholders’ Equity and Noncontrolling Interests – (Continued)

Earnings per share

Basic earnings per share were calculated using a weighted average number of shares outstanding. Diluted earnings per share include RS and RSU award shares.


	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Weighted average shares outstanding		26,894,538		26,908,032		26,895,952		26,908,619
Incremental shares from RS awards and RSUs		64,126		59,299		63,275		57,768

Total shares for diluted calculations		26,958,664		26,967,331		26,959,227		26,966,387

Net income attributable to American National (in thousands)	$	73,269	$	59,289	$	149,068	$	121,230
Basic earnings per share	$	2.72	$	2.20	$	5.54	$	4.51
Diluted earnings per share		2.72		2.20		5.53		4.50

Statutory Capital and Surplus

Risk Based Capital (“RBC”) is a measure insurance regulators use to evaluate the capital adequacy of American National Insurance Company and its insurance subsidiaries. RBC is calculated using formulas applied to certain financial balances and activities that consider, among other things, investment risks related to the type and quality of investments, insurance risks associated with products and liabilities, interest rate risks and general business risks. Insurance companies that do not maintain capital and surplus at a level at least 200% of the authorized control level RBC are required to take certain actions. At September 30, 2017 and December 31, 2016, American National Insurance Company’s statutory capital and surplus was $3,070,652,000 and $2,985,909,000, respectively. American National Insurance Company and each of its insurance subsidiaries had statutory capital and surplus at September 30, 2017 and December 31, 2016, substantially above 200% of the authorized control level.

American National and its insurance subsidiaries prepare statutory-basis financial statements in accordance with statutory accounting practices prescribed or permitted by the insurance department of the state of domicile, which include certain components of the National Association of Insurance Commissioners’ Codification of Statutory Accounting Principles (“NAIC Codification”). NAIC Codification is intended to standardize regulatory accounting and reporting to state insurance departments. However, statutory accounting practices continue to be established by individual state laws and permitted practices. Modifications by the various state insurance departments may impact the statutory capital and surplus of American National Insurance Company and its insurance subsidiaries.

Statutory accounting differs from GAAP primarily by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions, and valuing securities on a different basis. In addition, certain assets are not admitted under statutory accounting principles and are charged directly to surplus.

One of American National’s insurance subsidiaries has been granted a permitted practice from the Missouri Department of Insurance to record as the valuation of its investment in a wholly-owned subsidiary that is the attorney-in-fact for a Texas domiciled insurer, the statutory capital and surplus of the Texas domiciled insurer. This permitted practice increases the statutory capital and surplus of both American National Insurance Company and the Missouri domiciled insurance subsidiary by $63,571,000 and $66,683,000 at September 30, 2017 and September 30, 2016, respectively. The statutory capital and surplus of both American National Insurance Company and the Missouri domiciled insurance subsidiary would have remained substantially above the company action level RBC had it not used the permitted practice.

Note 14 – Stockholders’ Equity and Noncontrolling Interests – (Continued)

The statutory capital and surplus and net income of our life and property and casualty insurance entities in accordance with statutory accounting practices are shown below (in thousands):


	September 30, 2017		December 31, 2016
Statutory capital and surplus
Life insurance entities	$	1,978,684	$	1,921,171
Property and casualty insurance entities		1,102,644		1,074,525


	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Statutory net income
Life insurance entities	$	9,674	$	22,226	$	28,016	$	45,335
Property and casualty insurance entities		20,096		11,417		21,268		14,674

Dividends

American National Insurance Company’s payment of dividends to stockholders is restricted by insurance law. The restrictions require life insurance companies to maintain minimum amounts of capital and surplus, and in the absence of special approval, limit the payment of dividends to the greater of the prior year’s statutory net income from operations, or 10% of prior year statutory surplus. American National Insurance Company is permitted without prior approval of the Texas Department of Insurance to pay total dividends of $298,591,000 during 2017. Similar restrictions on amounts that can transfer in the form of dividends, loans, or advances to American National Insurance Company apply to its insurance subsidiaries.

Noncontrolling interests

American National County Mutual Insurance Company (“County Mutual”) is a mutual insurance company owned by its policyholders. American National has a management agreement that effectively gives it control of County Mutual. As a result, County Mutual is included in the consolidated financial statements of American National. Policyholder interests in the financial position of County Mutual are reflected as noncontrolling interest of $6,750,000 at September 30, 2017 and December 31, 2016.

American National Insurance Company and its subsidiaries exercise significant control or ownership of various joint ventures, resulting in their consolidation into American National’s consolidated financial statements. The interests of the other partners in the consolidated joint ventures are shown as noncontrolling interests of $2,724,000 and $2,567,000 at September 30, 2017 and December 31, 2016, respectively.

Note 15 – Segment Information

Management organizes the business into five operating segments:

•

Life—markets whole, term, universal, indexed and variable life insurance on a national basis primarily through career, multiple-line, and independent agents as well as direct marketing channels.

•

Annuity—offers fixed, indexed, and variable annuity products. These products are primarily sold through independent agents, brokers, and financial institutions, along with multiple-line and career agents.

•

Health—primary lines of business are Medicare supplement, stop loss, other supplemental health products and credit disability insurance. Health products are typically distributed through independent agents and managing general underwriters.

•

Property and Casualty—writes personal, agricultural and targeted commercial coverages and credit-related property insurance. These products are primarily sold through multiple-line and independent agents.

•

Corporate and Other—consists of net investment income from investments not allocated to the insurance segments and revenues from non-insurance operations.

The accounting policies of the segments are the same as those described in Note 2 to American National’s 2016 annual report on Form 10-K. All revenues and expenses specifically attributable to policy transactions are recorded directly to the appropriate operating segment. Revenues and expenses not specifically attributable to policy transactions are allocated to each segment as follows:

•

Recurring income from bonds and mortgage loans is allocated based on the assets allocated to each line of business at the average yield available from these assets.

•

Net investment income from all other assets is allocated to the insurance segments in accordance with the amount of capital allocated to each segment, with the remainder recorded in the Corporate and Other business segment.

•

Expenses are allocated based upon various factors, including premium and commission ratios of the operating segments.

The following summarizes the results of operations measured as the income before federal income taxes, and equity in earnings of unconsolidated affiliates by operating segments (in thousands):


	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016
Life	$	15,647	$	9,547		$	30,950	$	22,832
Annuity		15,014		13,567			56,638		49,001
Health		3,714		(6,487	)		9,263		(2,702	)
Property and Casualty		15,431		663			8,587		2,878
Corporate and Other		40,761		30,432			61,793		39,501

Total	$	90,567	$	47,722		$	167,231	$	111,510

Note 16 – Commitments and Contingencies

Commitments

American National had aggregate commitments at September 30, 2017, to purchase, expand or improve real estate, to fund fixed interest rate mortgage loans, and to purchase other invested assets of $827,681,000 of which $250,638,000 is expected to be funded in 2017 with the remainder funded in 2018 and beyond.

American National has a $100,000,000 short-term variable rate borrowing facility containing a $55,000,000 sub-feature for the issuance of letters of credit. Borrowings under the facility are at the discretion of the lender and would be used only for funding working capital requirements. The combination of borrowings and outstanding letters of credit cannot exceed $100,000,000 at any time. As of September 30, 2017 and December 31, 2016, the outstanding letters of credit were $11,087,000 and $9,473,000, respectively, and there were no borrowings on this facility. This facility expires on October 30, 2017. American National expects it will be able to be renewed on substantially equivalent terms upon expiration.

Guarantees

American National has guaranteed bank loans for customers of a third-party marketing operation. The bank loans are used to fund premium payments on life insurance policies issued by American National. The loans are secured by the cash values of the life insurance policies. If the customer were to default on a bank loan, American National would be obligated to pay off the loan. As the cash values of the life insurance policies always equal or exceed the balance of the loans, management does not foresee any loss on these guarantees. The total amount of the guarantees outstanding as of September 30, 2017, was approximately $206,376,000, while the total cash value of the related life insurance policies was approximately $208,361,000.

Litigation

American National and certain subsidiaries, in common with the insurance industry in general, are defendants in various lawsuits concerning alleged breaches of contracts, various employment matters, allegedly deceptive insurance sales and marketing practices, and miscellaneous other causes of action arising in the ordinary course of operations. Certain of these lawsuits include claims for compensatory and punitive damages. We provide accruals for these items to the extent we deem the losses probable and reasonably estimable. After reviewing these matters with legal counsel, based upon information presently available, management is of the opinion that the ultimate resultant liability, if any, would not have a material adverse effect on American National’s consolidated financial position, liquidity or results of operations; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future.

Such speculation warrants caution, as the frequency of large damage awards, which bear little or no relation to the economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given lawsuit. These lawsuits are in various stages of development, and future facts and circumstances could result in management changing its conclusions. It is possible that, if the defenses in these lawsuits are not successful, and the judgments are greater than management can anticipate, the resulting liability could have a material impact on our consolidated financial position, liquidity or results of operations. With respect to the existing litigation, management currently believes that the possibility of a material judgment adverse to American National is remote and no estimate of range can be made for loss contingencies that are at least reasonably possible but not accrued.

Note 17 – Related Party Transactions

American National has entered into recurring transactions and agreements with certain related parties. These include mortgage loans, management contracts, agency commission contracts, marketing agreements, accident and health insurance contracts, and legal services. The impact on the consolidated financial statements of significant related party transactions is shown below (in thousands):


		Dollar Amount of Transactions				Amount due to (from) American National
		Nine months ended September 30,				September 30,			December 31,
Related Party	Financial Statement Line Impacted	2017		2016		2017			2016
Gal-Tex Hotel Corporation	Mortgage loan on real estate	$	1,139	$	1,060	$	2,617		$	3,756
Gal-Tex Hotel Corporation	Net investment income		177		256		16			23
Greer, Herz & Adams, LLP	Other operating expenses		8,072		7,610		(374	)		(283	)

Mortgage Loans to Gal-Tex Hotel Corporation (“Gal-Tex”): American National holds a first mortgage loan originated in 1999, with an interest rate of 7.25% and final maturity date of April 1, 2019 issued to a subsidiary of Gal-Tex, which is collateralized by a hotel property in San Antonio, Texas. This loan is current as to principal and interest payments.

Transactions with Greer, Herz & Adams, LLP: Irwin M. Herz, Jr. is an American National advisory director and a Partner with Greer, Herz & Adams, LLP, which serves as American National’s General Counsel.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following pages provide management’s discussion and analysis (“MD&A”) of financial condition and results of operations for the three and nine months ended September 30, 2017 and 2016 of American National Insurance Company and its subsidiaries (referred to in this document as “we”, “our”, “us”, or the “Company”). This information should be read in conjunction with our consolidated financial statements included in Item 1, Financial Statements (unaudited), of this Form 10-Q.

Forward-Looking Statements

This document contains forward-looking statements that reflect our estimates and assumptions related to business, economic, competitive and legislative developments. Forward-looking statements generally are indicated by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “estimates,” “will” or words of similar meaning and include, without limitation, statements regarding the outlook of our business and expected financial performance. Forward-looking statements are not guarantees of future performance and involve various risks and uncertainties. Moreover, forward-looking statements speak only as of the date made, and we undertake no obligation to update them. Certain important factors could cause our actual results to differ, possibly materially, from our expectations or estimates. These factors are described in greater detail in Item IA, Risk Factors, in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017, and in Part II, Item IA, Risk Factors of this Form 10-Q, and they include among others:

•

Economic & Investment Risk Factors

•

difficult conditions in the economy, which may not improve in the near future, and risks related to persistently low or unpredictable interest rates;

•

fluctuations in the markets for fixed maturity securities, equity securities, and commercial real estate, which could adversely affect the valuation of our investment portfolio, our net investment income, our retirement expense, and sales of or fees from certain of our products;

•

lack of liquidity for certain of our investments;

•

risk of investment losses and defaults;

•

Operational Risk Factors

•

differences between actual experience regarding mortality, morbidity, persistency, expense, surrenders and investment returns, and our assumptions for product pricing, establishing liabilities and reserves or for other purposes;

•

potential ineffectiveness of our risk management policies and procedures;

•

changes in our experience related to deferred policy acquisition costs;

•

failures or limitations of our computer, data security and administration systems;

•

potential employee error or misconduct, which may result in fraud or adversely affect the execution and administration of our policies and claims;

•

the material weakness in our internal controls over financial reporting, as discussed in Item 4 below;

•

Catastrophic Event Risk Factors

•

natural or man-made catastrophes, pandemic disease, or other events resulting in increased claims activity from catastrophic loss of life or property;

•

the effects of unanticipated events on our disaster recovery and business continuity planning;

•

Marketplace Risk Factors

•

the highly competitive nature of the insurance and annuity business;

•

potential difficulty in attraction and retention of qualified employees and agents;

•

the introduction of alternative healthcare solutions or changes in federal healthcare policy, both of which could impact our supplemental healthcare business;

•

Litigation and Regulation Risk Factors

•

adverse determinations in litigation or regulatory proceedings which may result in significant financial losses and harm our reputation;

•

significant changes in government regulation;

•

changes in tax law;

•

changes in statutory or U.S. generally accepted accounting principles (“GAAP”), practices or policies;

•

Reinsurance and Counterparty Risk Factors

•

potential changes in the availability, affordability, adequacy and collectability of reinsurance protection;

•

potential default or failure to perform by the counterparties to our reinsurance arrangements and derivative instruments;

•

Other Risk Factors

•

potentially adverse rating agency actions; and

•

control of our company by a small number of stockholders.

Revision to Previously Reported Amounts

Correction of an Immaterial Error. During the fourth quarter of 2016, the Company revised previously reported amounts to include cash held in a bank custody account representing collateral provided to us by third parties for equity-option derivative transactions. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded the error was immaterial to the current and prior periods. The correction of the immaterial error revised the consolidated statements of financial position and statements of cash flows as disclosed in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017. Detail regarding the revision amounts is included in Part I, Item 1, Note 2—Summary of Significant Accounting Policies and Practices, of the Notes to the Unaudited Consolidated Financial Statements.

Overview

Chartered in 1905, we are a diversified insurance and financial services company offering a broad spectrum of insurance products in all 50 states, the District of Columbia and Puerto Rico. Our headquarters are in Galveston, Texas.

General Trends

American National had no material changes to the general trends, as discussed in the MD&A included in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017.

Critical Accounting Estimates

The unaudited interim consolidated financial statements have been prepared in conformity with GAAP. In addition to GAAP, insurance companies apply specific SEC regulations when preparing the consolidated financial statements. The preparation of the consolidated financial statements and notes requires us to make estimates and assumptions that affect the amounts reported. Actual results could differ from results reported using those estimates and assumptions. Our accounting policies inherently require the use of judgment relating to a variety of assumptions and estimates, particularly expectations of current and future mortality, morbidity, persistency, expenses, interest rates, and property and casualty loss frequency, severity, claim reporting and settlement patterns. Due to the inherent uncertainty when using the assumptions and estimates, the effect of certain accounting policies under different conditions or assumptions could vary from those reported in the consolidated financial statements.

For a discussion of our critical accounting estimates, see the MD&A in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017. There have been no material changes in accounting policies since December 31, 2016.

Recently Issued Accounting Pronouncements

Refer to Note 3, Recently Issued Accounting Pronouncements, of the Notes to the Unaudited Consolidated Financial Statements in Item 1.

Consolidated Results of Operations

The following sets forth the consolidated results of operations (in thousands):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Premiums and other revenues
Premiums	$	537,517		$	507,337		$	30,180		$	1,523,808		$	1,511,035		$	12,773
Other policy revenues		54,030			64,210			(10,180	)		183,558			194,046			(10,488	)
Net investment income		241,205			227,784			13,421			704,326			634,548			69,778
Realized investments gains, net		30,444			16,267			14,177			47,601			25,268			22,333
Other income		9,554			7,544			2,010			27,347			23,663			3,684

Total premiums and other revenues		872,750			823,142			49,608			2,486,640			2,388,560			98,080

Benefits, losses and expenses
Policyholder benefits		179,886			179,005			881			499,363			546,432			(47,069	)
Claims incurred		266,563			272,849			(6,286	)		796,059			778,386			17,673
Interest credited to policyholders’ account balances		104,699			87,973			16,726			295,255			250,401			44,854
Commissions for acquiring and servicing policies		141,645			122,382			19,263			408,576			350,211			58,365
Other operating expenses		121,615			118,755			2,860			389,563			378,328			11,235
Change in deferred policy acquisition costs ⁽¹⁾		(32,225	)		(5,544	)		(26,681	)		(69,407	)		(26,708	)		(42,699	)

Total benefits and expenses		782,183			775,420			6,763			2,319,409			2,277,050			42,359

Income before other items and federal income taxes	$	90,567		$	47,722		$	42,845		$	167,231		$	111,510		$	55,721

(1)	A negative amount of net change indicates more expense was deferred than amortized and represents a decrease to expenses in the period indicated.

A positive amount of net change indicates less expense was deferred than amortized and represents a increase to expenses in the period indicated.

Consolidated earnings increased during the three months ended September 30, 2017 compared to 2016 primarily due to an increase in all insurance segments, and an increase in realized investment gains attributable to the sale of equity securities. Consolidated earnings increased during the nine months ended September 30, 2017 compared to 2016 primarily due to an increase in net investment income and realized investment gains. The increase in net investment income is attributable to higher realized investment earnings in the life and annuity segment and increased investment income on mortgage loans. The increase in realized investment gains is attributable to an increase in the sale of equity securities and certain real estate holdings.

Life

Life segment financial results for the periods indicated were as follows (in thousands):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Premiums and other revenues
Premiums	$	84,862		$	83,521		$	1,341		$	241,623		$	235,691		$	5,932
Other policy revenues		50,959			61,445			(10,486	)		173,332			185,632			(12,300	)
Net investment income		59,336			59,055			281			182,234			169,299			12,935
Other income		578			491			87			1,697			1,561			136

Total premiums and other revenues		195,735			204,512			(8,777	)		598,886			592,183			6,703

Benefits, losses and expenses
Policyholder benefits		101,847			103,873			(2,026	)		299,864			296,398			3,466
Interest credited to policyholders’ account balances		16,484			13,822			2,662			51,765			47,377			4,388
Commissions for acquiring and servicing policies		38,011			36,154			1,857			109,594			97,137			12,457
Other operating expenses		49,232			45,362			3,870			150,763			147,191			3,572
Change in deferred policy acquisition costs ⁽¹⁾		(25,486	)		(4,246	)		(21,240	)		(44,050	)		(18,752	)		(25,298	)

Total benefits and expenses		180,088			194,965			(14,877	)		567,936			569,351			(1,415	)

Income before other items and federal income taxes	$	15,647		$	9,547		$	6,100		$	30,950		$	22,832		$	8,118

(1)	A negative amount of net change indicates more expense was deferred than amortized and represents a decrease to expenses in the period indicated.

A positive amount of net change indicates less expense was deferred than amortized and represents an increase to expenses in the period indicated.

Earnings increased during the three months ended September 30, 2017 compared to 2016 primarily due to a decrease in incurred claims and to a lesser extent, an increase in premiums. Earnings increased during the nine months ended September 30, 2017 compared to 2016 primarily due to higher realized investment earnings, somewhat offset by an increase in claims.

Premiums and other revenues

Premiums increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to continued growth in renewal premium on traditional life products.

Other policy revenues include mortality charges, earned policy service fees and surrender charges on interest-sensitive life insurance policies.

Life insurance sales

The following table presents life insurance sales as measured by annualized premium, a non-GAAP measure used by the insurance industry, which allows a comparison of new policies sold by an insurance company during the period (in thousands):


	Three months ended September 30,							Nine months ended September 30,
	2017		2016		Change			2017		2016		Change
Traditional Life	$	14,263	$	12,551	$	1,712		$	43,967	$	39,864	$	4,103
Universal Life		6,237		5,380		857			17,727		14,345		3,382
Indexed UL		7,584		5,721		1,863			20,371		17,310		3,061
Variable UL		2		—		2			2		24		(22	)

Total Recurring	$	28,086	$	23,652	$	4,434		$	82,067	$	71,543	$	10,524

Single and excess	$	721	$	515	$	206		$	2,143	$	1,470	$	673
Credit life		1,087		1,179		(92	)		3,156		3,224		(68	)

Life insurance sales are based on the total yearly premium that insurance companies would expect to receive if all recurring premium policies would remain in force, plus 10% of single and excess premiums and 15% of credit life premium. Life insurance sales measure activity associated with gaining new insurance business in the current period, and include deposits received related to interest sensitive life and universal life-type products. In contrast, GAAP premium revenues are associated with policies sold in current and prior periods including deposits received on interest sensitive life and universal life-type products which are recorded in a policyholder account and reflected as a liability. Therefore, a reconciliation of premium revenues and insurance sales is not meaningful.

Life insurance sales increased for all major lines during the three and nine months ended September 30, 2017 compared to 2016.

Benefits, losses and expenses

Policyholder benefits decreased during the three months ended September 30, 2017 compared to 2016 primarily due to a decrease in the frequency of incurred claims. Policyholder benefits increased during the nine months ended September 30, 2017 compared to 2016 primarily due to an increase in the severity of incurred claims.

Commissions increased during the three and nine months ended September 30, 2017 compared to 2016, which was commensurate with the increase in life sales.

The following table presents the components of the change in DAC (in thousands):


	Three months ended September 30,								Nine months ended September 30,
	2017			2016			Change		2017			2016			Change
Acquisition cost capitalized	$	32,102		$	25,561		$	6,541	$	92,752		$	80,025		$	12,727
Amortization of DAC		(6,616	)		(21,315	)		14,699		(48,702	)		(61,273	)		12,571

Change in DAC	$	25,486		$	4,246		$	21,240	$	44,050		$	18,752		$	25,298

Policy in-force information

The following table summarizes changes in the Life segment’s in-force amounts (in thousands):


	September 30, 2017		December 31, 2016		Change
Life insurance in-force
Traditional life	$	71,947,551	$	67,649,433	$	4,298,118
Interest-sensitive life		29,085,048		27,971,646		1,113,402

Total life insurance in-force	$	101,032,599	$	95,621,079	$	5,411,520

The following table summarizes changes in the Life segment’s number of policies in-force:


	September 30, 2017		December 31, 2016		Change
Number of policies in-force
Traditional life		1,813,237		1,841,359		(28,122	)
Interest-sensitive life		229,303		222,845		6,458

Total number of policies		2,042,540		2,064,204		(21,664	)

Total life insurance in-force increased during the nine months ended September 30, 2017 compared to December 31, 2016 due to increased sales, despite a reduction of policies in-force. The reduction in policies in-force reflects higher lapse rates of lower face amount policies.

Annuity

Annuity segment financial results for the periods indicated were as follows (in thousands):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Premiums and other revenues
Premiums	$	65,007		$	61,279		$	3,728		$	160,205		$	217,517		$	(57,312	)
Other policy revenues		3,071			2,765			306			10,226			8,414			1,812
Net investment income		145,906			128,764			17,142			417,535			369,300			48,235
Other income		613			647			(34	)		2,252			2,409			(157	)

Total premiums and other revenues		214,597			193,455			21,142			590,218			597,640			(7,422	)

Benefits, losses and expenses
Policyholder benefits		78,039			75,132			2,907			199,499			250,034			(50,535	)
Interest credited to policyholders’ account balances		88,215			74,151			14,064			243,490			203,024			40,466
Commissions for acquiring and servicing policies		27,339			19,807			7,532			78,030			63,078			14,952
Other operating expenses		11,796			11,191			605			35,537			40,157			(4,620	)
Change in deferred policy acquisition costs ⁽¹⁾		(5,806	)		(393	)		(5,413	)		(22,976	)		(7,654	)		(15,322	)

Total benefits and expenses		199,583			179,888			19,695			533,580			548,639			(15,059	)

Income before other items and federal income taxes	$	15,014		$	13,567		$	1,447		$	56,638		$	49,001		$	7,637

(1)	A negative amount of net change indicates more expense was deferred than amortized and represents a decrease to expenses in the period indicated.

A positive amount of net change indicates less expense was deferred than amortized and represents an increase to expenses in the period indicated.

Earnings increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to increased assets, as measured by account value and reserves, leading to an increase in investment income net of interest credited to policyholders’ account balances.

Premiums and other revenues

Annuity premium and deposit amounts received are shown below (in thousands):


	Three months ended September 30,							Nine months ended September 30,
	2017		2016		Change			2017		2016		Change
Fixed deferred annuity	$	179,927	$	86,331	$	93,596		$	634,083	$	416,279	$	217,804
Single premium immediate annuity		72,987		67,034		5,953			189,888		244,198		(54,310	)
Equity-indexed deferred annuity		237,914		139,580		98,334			627,714		440,851		186,863
Variable deferred annuity		17,648		17,678		(30	)		57,560		58,252		(692	)

Total premium and deposits		508,476		310,623		197,853			1,509,245		1,159,580		349,665
Less: Policy deposits		443,469		249,344		194,125			1,349,040		942,063		406,977

Total earned premiums	$	65,007	$	61,279	$	3,728		$	160,205	$	217,517	$	(57,312	)

Sales strengthened during the third quarter of 2017 led by the fixed deferred and equity indexed products. Earned premium, however, which is reflective of single premium immediate annuity sales, decreased during the first nine months of 2017 compared to 2016.

We monitor account values and changes in those values as a key indicator of performance in our Annuity segment. Shown below are the changes in account values (in thousands):


	Nine months ended September 30,
	2017			2016
Fixed deferred and equity-indexed annuity
Account value, beginning of period	$	9,118,350		$	8,880,448
Net inflows		1,045,393			682,363
Surrenders		(575,970	)		(637,987	)
Fees		(5,097	)		(4,247	)
Interest credited		236,133			198,328

Account value, end of period		9,818,809			9,118,905

Single premium immediate annuity
Reserve, beginning of period		1,566,440			1,398,481
Net inflows		52,883			123,456
Interest and mortality		42,319			40,432

Reserve, end of period		1,661,642			1,562,369

Variable deferred annuity
Account value, beginning of period		392,345			417,821
Net inflows		54,999			39,894
Surrenders		(111,938	)		(53,584	)
Fees		(3,381	)		(2,527	)
Change in market value and other		50,156			7,563

Account value, end of period		382,181			409,167

Total account value, end of period	$	11,862,632		$	11,090,441

Benefits, losses and expenses

Policyholder benefits consist of annuity payments and reserve increases for SPIA contracts. Reserve increases are highly correlated to the sales volume of SPIA contracts. The decrease in the level of benefits for the nine months ended September 30, 2017 compared to 2016 was commensurate with decreases in SPIA premium relative to the prior year.

Commissions increased during the three and nine months ended September 30, 2017 compared to 2016 driven by an increase in sales of deferred annuity and equity indexed products.

Other operating expenses decreased during the nine months ended September 30, 2017 compared to 2016 due to higher expenses incurred relating to premium tax in the third quarter of 2016.

The change in DAC represents acquisition costs capitalized less the amortization of existing DAC, which is calculated in proportion to expected gross profits. The following shows the components of the change in DAC (in thousands):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Acquisition cost capitalized	$	26,558		$	16,455		$	10,103		$	77,414		$	59,750		$	17,664
Amortization of DAC		(20,752	)		(16,062	)		(4,690	)		(54,438	)		(52,096	)		(2,342	)

Change in DAC	$	5,806		$	393		$	5,413		$	22,976		$	7,654		$	15,322

The change in DAC increased during the nine months ended September 30, 2017 compared to 2016 due to an increase in capitalization, which is primarily driven by the increase in commissions.

The amortization of DAC as a percentage of gross profits is an important ratio for the Annuity segment. Changes in this ratio reflect the impact of emerging experience. The ratios for the nine months ended September 30, 2017 and 2016 were 37.0% and 36.0%, respectively, with 2017 being slightly less favorable.

Options and Derivatives

Net investment income without equity-indexed options or “option return” increased primarily due to increased assets, as measured by account value and reserves for the three and nine months ended September 30, 2017 compared to 2016.

The S&P 500 Index increased by approximately 12.5% and 6.1% in the nine months ended September 30, 2017 and 2016, respectively. This change in index performance led to an increase in the option return of $35.6 million during the nine months ended September 30, 2017 compared to 2016, offset by a $43.2 million increase in the related equity-indexed embedded derivative for a net decrease in earnings of $7.6 million. This derivative-related decrease in earnings is more than offset by fixed investment income on indexed annuity reserves outpacing indexed annuity host interest accrual by $15.3 million, netting to an improvement in margin of $7.7 million.

The following table summarizes the incremental impact of the investment performance of “option return” on net investment income, and the impact of the equity-indexed annuity embedded derivatives to interest credited to policyholder’s account balances (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2017		2016		Change		2017		2016		Change
Net investment income
Without option return	$	127,369	$	116,291	$	11,078	$	366,854	$	354,284	$	12,570
Option return		18,537		12,473		6,064		50,681		15,016		35,665
Interest credited to policy account balances
Without embedded derivatives		63,677		60,513		3,164		180,232		182,999		(2,767	)
Equity-indexed annuity embedded derivatives		24,538		13,638		10,900		63,258		20,025		43,233

Health

Health segment results for the periods indicated were as follows (in thousands):


	Three months ended September 30,								Nine months ended September 30,
	2017		2016			Change			2017		2016			Change
Premiums and other revenues
Premiums	$	41,832	$	43,879		$	(2,047	)	$	115,464	$	131,020		$	(15,556	)
Net investment income		2,415		2,474			(59	)		7,427		7,442			(15	)
Other income		5,531		4,392			1,139			14,198		13,208			990

Total premiums and other revenues		49,778		50,745			(967	)		137,089		151,670			(14,581	)

Benefits, losses and expenses
Claims incurred		28,385		39,375			(10,990	)		76,171		101,994			(25,823	)
Commissions for acquiring and servicing policies		7,835		6,592			1,243			19,995		16,850			3,145
Other operating expenses		9,076		10,722			(1,646	)		28,743		32,635			(3,892	)
Change in deferred policy acquisition costs ⁽¹⁾		768		543			225			2,917		2,893			24

Total benefits and expenses		46,064		57,232			(11,168	)		127,826		154,372			(26,546	)

Income before other items and federal income taxes	$	3,714	$	(6,487	)	$	10,201		$	9,263	$	(2,702	)	$	11,965

(1)	A negative amount of net change indicates more expense was deferred than amortized and represents a decrease to expenses in the period indicated.

A positive amount of net change indicates less expense was deferred than amortized and represents an increase to expenses in the period indicated.

Earnings increased during the three and nine months ended September 30, 2017 compared to 2016, primarily due to a change in estimate which decreased the amount of ceded claim reserves during the third quarter of 2016. Earnings also increased due to the improvement in the closed medical expense block results and the absence of a group health plan that was not renewed effective January 1, 2017.

Premiums and other revenues

Health earned premiums for the periods indicated were as follows (in thousands, except percentages):


	Three months ended September 30,								Nine months ended September 30,
	2017				2016				2017				2016
Medicare Supplement	$	16,780	40.0	%	$	16,879	38.5	%	$	49,631	43.0	%	$	51,755	39.5	%
Credit accident and health		4,467	10.7			4,363	9.9			13,699	11.9			10,551	8.1
MGU		9,587	22.9			4,870	11.1			18,485	16.0			13,135	10.0
Supplemental insurance		6,432	15.4			6,845	15.6			18,900	16.4			17,293	13.2
Medical expense		3,186	7.6			3,416	7.8			9,566	8.3			10,621	8.1
Group health		201	0.5			6,152	14.0			1,410	1.2			23,569	18.0
All other		1,179	2.9			1,354	3.1			3,773	3.2			4,096	3.1

Total	$	41,832	100.0	%	$	43,879	100.0	%	$	115,464	100.0	%	$	131,020	100.0	%

Earned premiums decreased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to the decline in group health partially offset by an increase in MGU and credit accident and health premiums. MGU premiums increased due to the onboarding of new performing groups by several MGUs. Credit accident and health premiums increased primarily due to the addition of new producers writing credit monthly pay business. Premiums for the closed group health line continue to decline due to the non-renewal of a group health plan.

Our in-force certificates or policies as of the dates indicated are as follows:


	Nine months ended September 30,
	2017				2016
Medicare Supplement		34,534	6.6	%		33,579	6.2	%
Credit accident and health		182,544	34.9			194,575	36.1
MGU		204,242	39.0			193,281	35.9
Supplemental insurance		52,462	10.0			63,568	11.8
Medical expense		2,011	0.4			2,338	0.4
Group health		16,441	3.1			17,219	3.2
All other		31,098	6.0			34,488	6.4

Total		523,332	100.0	%		539,048	100.0	%

Total in-force policies decreased during the nine months ended September 30, 2017 compared to 2016, primarily due to the decrease in credit accident and health and supplemental insurance. Although credit accident and health premiums increased, policy counts, which do not include monthly pay business, decreased due to a decrease in the traditional single premium business. Although supplemental insurance sales increased during the nine months ended September 30, 2017 compared to 2016, the termination of two large groups with low coverage amounts produced a net decrease in supplemental insurance policy counts.

Benefits, losses and expenses

Claims incurred decreased during the three and nine months ended September 30, 2017 compared to 2016 due to the non-renewal of a group health plan, the continued shrinkage of the closed medical expense block, and the change in estimate during third quarter of 2016 decreasing the ceded claim reserves.

Commissions increased during the three months ended September 30, 2017 compared to 2016 due to the correlated sales in the MGU line of business. Commissions increased during the nine months ended September 30, 2017 compared to 2016 due to increased sales in credit accident and health and the MGU line of business.

Change in Deferred Policy Acquisition Costs

The following table presents the components of the change in DAC (in thousands):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Acquisition cost capitalized	$	2,832		$	3,234		$	(402	)	$	8,435		$	8,149		$	286
Amortization of DAC		(3,600	)		(3,777	)		177			(11,352	)		(11,042	)		(310	)

Change in DAC	$	(768	)	$	(543	)	$	(225	)	$	(2,917	)	$	(2,893	)	$	(24	)

Property and Casualty

Property and Casualty results for the periods indicated were as follows (in thousands, except percentages):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Premiums and other revenues
Net premiums written	$	360,781		$	328,620		$	32,161		$	1,076,690		$	974,467		$	102,223

Net premiums earned	$	345,816		$	318,658		$	27,158		$	1,006,516		$	926,807		$	79,709
Net investment income		15,750			13,679			2,071			45,565			41,631			3,934
Other income		2,111			1,332			779			6,245			3,683			2,562

Total premiums and other revenues		363,677			333,669			30,008			1,058,326			972,121			86,205

Benefits, losses and expenses
Claims incurred		238,178			233,474			4,704			719,888			676,392			43,496
Commissions for acquiring and servicing policies		68,460			59,830			8,630			200,963			173,149			27,814
Other operating expenses		43,309			41,150			2,159			134,186			122,897			11,289
Change in deferred policy acquisition costs ⁽¹⁾		(1,701	)		(1,448	)		(253	)		(5,298	)		(3,195	)		(2,103	)

Total benefits and expenses		348,246			333,006			15,240			1,049,739			969,243			80,496

Income before other items and federal income taxes	$	15,431		$	663		$	14,768		$	8,587		$	2,878		$	5,709

Loss ratio		68.9	%		73.3	%		(4.4	)		71.5	%		73.0	%		(1.5	)
Underwriting expense ratio		31.8			31.2			0.6			32.8			31.6			1.2

Combined ratio		100.7	%		104.5	%		(3.8	)		104.3	%		104.6	%		(0.3	)

Impact of catastrophe events on combined ratio		7.6			8.3			(0.7	)		9.4			9.1			0.3

Combined ratio without impact of catastrophe events		93.1	%		96.2	%		(3.1	)		94.9	%		95.5	%		(0.6	)

Gross catastrophe losses	$	26,199		$	26,542		$	(343	)	$	94,233		$	83,893		$	10,340
Net catastrophe losses		26,187			26,499			(312	)		94,175			83,662			10,513

(1)	A negative amount of net change indicates more expense was deferred than amortized and represents a decrease to expenses in the period indicated.

A positive amount of net change indicates less expense was deferred than amortized and represents an increase to expenses in the period indicated.

Property and Casualty results increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to increased net premiums earned coupled with an improvement in the loss ratio.

Premiums and other revenues

Net premiums written and earned increased for all major lines of business during the three and nine months ended September 30, 2017 compared to 2016. The largest increases were in the personal automobile and other commercial lines of business.

Benefits, losses and expenses

Claims incurred increased during the three months ended September 30, 2017 compared to 2016, as a result of increases in Guaranteed Auto Protection (GAP) business. Claims incurred increased during the nine months ended September 30, 2017 compared to 2016, as a result of increases in catastrophe losses as well as non-catastrophe property losses.

Commissions for acquiring and servicing policies increased during the three and nine months ended September 30, 2017 compared to 2016, primarily as a result of the premium growth as well as the mix of products.

Operating expenses increased during the three and nine months ended September 30, 2017 compared to 2016, as a result of costs related to growth initiatives.

Products

Our Property and Casualty segment consists of: (i) Personal products, marketed primarily to individuals, representing 56.7% of net premiums written; (ii) Commercial products, focused primarily on agricultural and other business related markets, representing 32.6% of net premiums written; and (iii) Credit-related property insurance products, marketed to and through financial institutions and retailers, representing 10.7% of net premiums written.

Personal Products

Personal Products results for the periods indicated were as follows (in thousands, except percentages):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Net premiums written
Automobile	$	131,676		$	115,122		$	16,554		$	377,539		$	334,194		$	43,345
Homeowner		73,246			67,683			5,563			197,209			182,523			14,686
Other Personal		12,291			11,353			938			35,607			33,184			2,423

Total net premiums written	$	217,213		$	194,158		$	23,055		$	610,355		$	549,901		$	60,454

Net premiums earned
Automobile	$	123,556		$	109,574		$	13,982		$	355,337		$	319,930		$	35,407
Homeowner		62,906			58,691			4,215			182,584			171,112			11,472
Other Personal		11,247			10,627			620			32,604			31,267			1,337

Total net premiums earned	$	197,709		$	178,892		$	18,817		$	570,525		$	522,309		$	48,216

Loss ratio
Automobile		80.5	%		89.4	%		(8.9	)%		79.7	%		85.9	%		(6.2	)%
Homeowner		74.9			86.9			(12.0	)		84.2			78.6			5.6
Other Personal		68.2			60.9			7.3			69.6			52.2			17.4
Personal line loss ratio		78.0	%		86.9	%		(8.9	)%		80.6	%		81.5	%		(0.9	)%
Combined Ratio
Automobile		103.2	%		114.2	%		(11.0	)%		103.2	%		111.1	%		(7.9	)%
Homeowner		108.7			114.7			(6.0	)		119.1			106.7			12.4
Other Personal		96.4			82.2			14.2			101.8			76.7			25.1
Personal line combined ratio		104.6	%		112.5	%		(7.9	)%		108.3	%		107.6	%		0.7	%

Automobile: Net premiums written and earned increased in our personal automobile line during the three and nine months ended September 30, 2017 compared to 2016 due to rate increases and an increase in policies in force. The loss and combined ratios decreased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to an improvement in rate adequacy somewhat offset by an increase in catastrophe losses.

Homeowners: Net premiums written and earned increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to increased sales of homeowner products to renters. The loss and combined ratios decreased during the three months ended September 30, 2017 compared to 2016 due to a decrease in catastrophe claim activity. The loss and combined ratios increased during the nine months ended September 30, 2017 compared to 2016 due to an increase in catastrophe claim activity as well as in an increase in non-catastrophe fire and wind/hail losses compared to prior year.

Other Personal: These products include watercraft, rental-owner and umbrella coverages for individuals seeking to protect their personal property and liability not covered within their home and auto policies. The loss and combined ratios increased during the three and nine months ended September 30, 2017 compared to 2016 due to increased claim count on the rental-owners line along with several large umbrella claims.

Commercial Products

Commercial Products results for the periods indicated were as follows (in thousands, except percentages):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Net premiums written
Other Commercial	$	42,843		$	38,665		$	4,178		$	157,775		$	135,429		$	22,346
Agricultural Business		36,920			35,844			1,076			110,814			106,998			3,816
Automobile		22,885			21,495			1,390			82,269			77,721			4,548

Total net premiums written	$	102,648		$	96,004		$	6,644		$	350,858		$	320,148		$	30,710

Net premiums earned
Other Commercial	$	48,400		$	43,170		$	5,230		$	140,457		$	122,018		$	18,439
Agricultural Business		35,420			34,110			1,310			103,981			99,276			4,705
Automobile		25,546			23,941			1,605			74,339			70,077			4,262

Total net premiums earned	$	109,366		$	101,221		$	8,145		$	318,777		$	291,371		$	27,406

Loss ratio
Other Commercial		52.9	%		64.9	%		(12.0	)%		55.2	%		66.4	%		(11.2	)%
Agricultural Business		41.1			41.9			(0.8	)		63.6			64.8			(1.2	)
Automobile		68.9			69.7			(0.8	)		64.9			69.9			(5.0	)
Commercial line loss ratio		52.8	%		58.3	%		(5.5	)%		60.2	%		66.7	%		(6.5	)%
Combined ratio
Other Commercial		85.9	%		97.5	%		(11.6	)%		88.7	%		98.4	%		(9.7	)%
Agricultural Business		79.7			78.4			1.3			101.7			102.2			(0.5	)
Automobile		92.6			94.0			(1.4	)		89.1			94.3			(5.2	)
Commercial line combined ratio		85.4	%		90.2	%		(4.8	)%		93.0	%		98.7	%		(5.7	)%

Other Commercial: Net premiums written and earned increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to increased sales of mortgage fire insurance and workers’ compensation. The decrease in the loss and combined ratios for the three and nine months ended September 30, 2017 compared to 2016 is primarily due to decreased claim activity on business owners’ lines of business and lower than anticipated prior year claim emergence on workers’ compensation.

Agricultural Business: Our agricultural business product allows policyholders to customize and cover their agriculture exposure using a package policy which includes coverage for residences and household contents, farm buildings and building contents, personal and commercial liability and personal property. Net premiums written and earned increased during the three and nine months ended September 30, 2017 compared to 2016 primarily as a result of improved rate adequacy. The loss and combined ratios were relatively constant during the three and nine months ended September 30, 2017 compared to 2016.

Commercial Automobile: Net premiums written and earned increased during the nine months ended September 30, 2017 compared to 2016, primarily due to increased sales as well as improved rate adequacy. The loss and combined ratios decreased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to a decrease in the average severity of losses.

Credit Products

Credit-related property product results for the periods indicated were as follows (in thousands, except percentages):


	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Net premiums written	$	40,920		$	38,458		$	2,462		$	115,477		$	104,598		$	10,879
Net premiums earned		38,741			38,546			195			117,214			113,127			4,087
Loss ratio		67.5	%		49.5	%		18.0	%		58.4	%		49.9	%		8.5	%
Combined ratio		124.4	%		106.2	%		18.2	%		115.8	%		107.2	%		8.6	%

Credit-related property products are offered on automobiles, furniture and appliances in connection with the financing of those items. These policies pay an amount if the insured property is lost or damaged and the amount paid is not directly related to an event affecting the consumer’s ability to pay the debt.

Net written and earned premiums increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to an increase in debt cancellation business. The loss and combined ratios increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to an increase in claims in the GAP business, partially resulting from catastrophes that caused flooding to automobiles.

Corporate and Other

Corporate and Other segment financial results for the periods indicated were as follows (in thousands):


	Three months ended September 30,								Nine months ended September 30,
	2017		2016			Change			2017			2016			Change
Other revenues
Net investment income	$	17,798	$	23,812		$	(6,014	)	$	51,565		$	46,876		$	4,689
Realized investment gains, net		30,444		16,267			14,177			47,601			25,268			22,333
Other Income		721		682			39			2,955			2,802			153

Total other revenues		48,963		40,761			8,202			102,121			74,946			27,175

Benefits, losses and expenses
Commissions		—		(1	)		1			(6	)		(3	)		(3	)
Other operating expenses		8,202		10,330			(2,128	)		40,334			35,448			4,886

Total benefits, losses and expenses		8,202		10,329			(2,127	)		40,328			35,445			4,883

Income before other items and federal income taxes	$	40,761	$	30,432		$	10,329		$	61,793		$	39,501		$	22,292

Earnings increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to an increase in realized investment gains. The increase in realized investment gains is primarily attributable to an increase in the sale of equity securities and certain real estate holdings. These increases were partially offset during the nine months ended September 30, 2017 by an increase in other operating expenses which included a pension cost of $7.2 million relating to the completion of the one-time pension payment window that occurred in the second quarter of 2017.

Investments

We manage our investment portfolio to optimize the rate of return commensurate with sound and prudent asset selection and to maintain a well-diversified portfolio. Our investment operations are regulated primarily by the state insurance departments where our insurance companies are domiciled. Investment activities, including setting investment policies and defining acceptable risk levels, are subject to oversight by our Board of Directors, which is assisted by our Finance Committee and Management Risk Committee.

Our insurance and annuity products are supported by investment-grade bonds and commercial mortgage loans. We also invest in equity options as a hedge for our indexed products. We purchase fixed maturity securities and designate them as either held-to-maturity or available-for-sale considering our estimated future cash flow needs. We also monitor the composition of our fixed maturity securities classified as held-to-maturity and available-for-sale and adjust the mix within the portfolio as investments mature or new investments are purchased.

We invest in commercial mortgage loans when the yield and credit risk compare favorably with fixed maturity securities. Individual residential mortgage loans including sub-prime or Alt-A mortgage loans have not been and are not expected to be part of our investment portfolio. We purchase real estate and equity investments based on a risk and reward analysis where we believe there are opportunities for enhanced returns.

The following summarizes the carrying values of our invested assets (other than investments in unconsolidated affiliates) by asset class (in thousands, except percentages):


	September 30, 2017				December 31, 2016
Bonds held-to-maturity, at amortized cost	$	7,342,224	34.1	%	$	7,251,385	35.8	%
Bonds available-for-sale, at fair value		6,045,230	28.2			5,803,276	28.7
Equity securities, at fair value		1,702,303	7.9			1,541,676	7.6
Mortgage loans, net of allowance		4,782,803	22.3			4,348,046	21.5
Policy loans		376,850	1.8			384,376	1.9
Investment real estate, net of accumulated depreciation		549,264	2.6			593,417	2.9
Short-term investments		561,773	2.6			192,226	1.0
Other invested assets		110,926	0.5			113,550	0.6

Total investments	$	21,471,373	100.0	%	$	20,227,952	100.0	%

The increase in our total investments at September 30, 2017 compared to 2016 was primarily a result of an increase in mortgage loans, short-term investments, and bonds available-for-sale.

Bonds—We allocate most of our fixed maturity securities to support our insurance business. At September 30, 2017, our fixed maturity securities had an estimated fair value of $13.7 billion, which was $0.5 billion, or 3.8%, above amortized cost. At December 31, 2016, our fixed maturity securities had an estimated fair value of $13.3 billion, which was $0.4 billion, or 2.9%, above amortized cost. The estimated fair value for securities due in one year or less decreased from $0.7 billion as of December 31, 2016 to $0.6 billion as of September 30, 2017. For additional information regarding total bonds by credit quality rating refer to Note 4, Investments in Securities, of the Notes to the Unaudited Consolidated Financial Statements.

Equity Securities—We invest in companies publicly traded on national U.S. stock exchanges. See Note 4, Investments in Securities, of the Notes to the Unaudited Consolidated Financial Statements for the cost, gross unrealized gains and losses, and fair value of the equity securities.

Mortgage Loans— We invest in commercial mortgage loans that are diversified by property-type and geography. Generally, mortgage loans are secured by first liens on income-producing real estate with a loan-to-value ratio of up to 75%. Mortgage loans are carried at outstanding principal balances, adjusted for any unamortized premium or discount, deferred fees or expenses, and net of allowances. The weighted average coupon yield on the principal funded for mortgage loans was 4.4% and 4.7% at September 30, 2017 and December 31, 2016, respectively.

Policy Loans—For certain life insurance products, policyholders may borrow funds using the policy’s cash value as collateral. The maximum amount of the policy loan depends upon the policy’s surrender value. As of September 30, 2017, we had $376.9 million in policy loans with a loan to surrender value of 63.0%, and at December 31, 2016, we had $384.4 million in policy loans with a loan to surrender value of 64.6%. Interest rates on policy loans primarily range from 3.0% to 12.0% per annum. Policy loans may be repaid at any time by the policyholder and have priority to any claims on the policy. If the policyholder fails to repay the policy loan, funds are withdrawn from the policy’s benefits.

Investment Real Estate—We invest in commercial real estate where positive cash flows and/or appreciation in value is expected. Real estate may be owned directly by our insurance companies or non-insurance affiliates or indirectly in joint ventures with real estate developers or investors we determine share our perspective regarding risk and return relationships. The carrying value of real estate is stated at cost, less accumulated depreciation and valuation allowances, if any. Depreciation is provided over the estimated useful lives of the properties.

Short-Term Investments—Short-term investments are primarily commercial paper rated A2 or P2 or better by Standard & Poor’s and Moody’s, respectively. The amount fluctuates depending on our view of the desirability of investing in the available long-term investment opportunities and our liquidity needs, including mortgage investment-funding commitments.

Net Investment Income and Net Realized Gains (Losses)

Net investment income increased $69.8 million during the nine months ended September 30, 2017 compared to 2016 primarily due to an increase in realized and unrealized gain of equity-indexed options as a result of increases in the S&P 500 and an increase in mortgage loan income. Equity-indexed options are recorded at fair value with changes in fair value recorded as investment income.

Interest income on mortgage loans is accrued on the principal amount of the loan at the contractual interest rate. Accretion of discounts is recorded using the effective yield method. Interest income, accretion of discounts and prepayment fees are reported in net investment income. Interest is not accrued on loans generally more than 90 days past due or when the collection of interest is not considered probable. Loans in foreclosure are placed on non-accrual status. Interest received on non-accrual status mortgage loans is included in net investment income in the period received.

Net realized gains increased $21.1 million during the nine months ended September 30, 2017 compared to 2016 primarily due to an increase in the sale of equity securities and certain real estate holdings. Other-than-temporary impairment on investment securities decreased $1.2 million during the nine months ended September 30, 2017 compared to 2016.

Net Unrealized Gains and Losses

The unrealized gains and losses of our fixed maturity and equity securities investment portfolio are shown below (in thousands):


	September 30, 2017			December 31, 2016			Change
Held-to-Maturity
Gains	$	295,260		$	285,315		$	9,945
Losses		(16,302	)		(40,008	)		23,706

Net Gain		278,958			245,307			33,651

Available-for-Sale⁽¹⁾
Gains		1,182,583			986,635			195,948
Losses		(24,395	)		(43,100	)		18,705

Net Gain		1,158,188			943,535			214,653

Total	$	1,437,146		$	1,188,842		$	248,304

⁽¹⁾	Includes bonds and equity securities

The net change in the unrealized gains on fixed maturity securities between December 31, 2016 and September 30, 2017 is primarily attributable to the decrease in benchmark ten-year interest rates which were 2.45% and 2.34% respectively. The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position.

The net unrealized gains of our equity securities were $938.2 million and $809.2 million at September 30, 2017 and December 31, 2016, respectively. The increase is attributable to favorable market conditions.

Liquidity

Our liquidity requirements have been and are expected to continue to be met by funds from operations, comprised of premiums received from our customers, collateral for derivative transactions, and investment income. The primary use of cash has been and is expected to continue to be payment of policyholder benefits and claims incurred. Current and expected patterns of claim frequency and severity may change from period to period but continue to be within historical norms. Management considers our current liquidity position to be sufficient to meet anticipated demands over the next twelve months. Our contractual obligations are not expected to have a significant negative impact to cash flow from operations.

Changes in interest rates during 2017 and market expectations for potentially higher rates through 2018, may lead to an increase in the volume of annuity contracts, which may be partially offset by increases in surrenders. Our defined benefit plans are frozen and currently adequately funded; however, low interest rates, increased longevity of participants, and rising Pension Benefit Guaranty Corporation (PBGC) premiums may cause us to increase our funding of the plans. Future contributions to our defined benefit plans are not expected to significantly impact cash flow and are expected to enhance overall funded status of plans. No unusually large capital expenditures are expected in the next 12-24 months. We have paid dividends to stockholders for over 110 consecutive years and expect to continue this trend. There are no other known trends or uncertainties regarding product pricing, changes in product lines or rising costs that are expected to have a significant impact to cash flows from operations.

Funds received as premium payments and deposits are generally invested in bonds and commercial mortgages. Funds are invested with the intent that income from the investments and proceeds from the maturities will meet our ongoing cash flow needs. We historically have not had to liquidate invested assets in order to cover cash flow needs. We believe our portfolio of highly liquid available-for-sale investment securities, including equity securities, is sufficient to meet future liquidity needs as necessary.

The Company holds collateral to offset exposure from its derivative counterparties. Cash flows associated with collateral received from counterparties change as the market value of the underlying derivative contract changes. As the value of a derivative asset declines or increases, the collateral requirements would also decline or increase respectively. For more information, see Note 7, Derivative Instruments, of the Notes to the Unaudited Consolidated Financial Statements.

Our cash and cash equivalents and short-term investment position increased from $481.6 million at December 31, 2016 to $912.5 million at September 30, 2017.

A downgrade or a potential downgrade in our financial strength ratings could result in a loss of business and could adversely affect our cash flow from operations.

Further information regarding additional sources or uses of cash is described in Note 16, Commitments and Contingencies, of the Notes to the Unaudited Consolidated Financial Statements.

Capital Resources

Our capital resources are summarized below (in thousands):


	September 30, 2017		December 31, 2016
American National stockholders’ equity, excluding accumulated other comprehensive income, net of tax (“AOCI”)	$	4,281,841	$	4,196,279
AOCI		592,231		455,899

Total American National stockholders’ equity	$	4,874,072	$	4,652,178

We have notes payable relating to borrowings by real estate joint ventures that we consolidate into our financial statements that are not part of our capital resources. The lenders for the notes payable have no recourse against us in the event of default by the joint ventures. Therefore, the liability we have for these notes payable is limited to our investment in the respective ventures, which totaled $28.6 million and $31.8 million at September 30, 2017 and December 31, 2016, respectively.

The changes in our capital resources are summarized below (in thousands):


	Nine months ended September 30, 2017
	Capital and Retained Earnings			AOCI		Total
Net income attributable to American National	$	149,068		$	—	$	149,068
Dividends to shareholders		(66,249	)		—		(66,249	)
Change in net unrealized gains on securities		—			126,362		126,362
Defined benefit pension plan adjustment		—			9,276		9,276
Foreign currency transaction and translation adjustment		—			694		694
Other		2,743			—		2,743

Total	$	85,562		$	136,332	$	221,894

Statutory Capital and Surplus and Risk-based Capital

Statutory capital and surplus is the capital of our insurance companies reported in accordance with accounting practices prescribed or permitted by the applicable state insurance departments. RBC is calculated using formulas applied to certain financial balances and activities that consider, among other things, investment risks related to the type and quality of investments, insurance risks associated with products and liabilities, interest rate risks and general business risks. Insurance companies that do not maintain capital and surplus at a level of at least 200% of the authorized control level RBC are required to take certain actions. At September 30, 2017 and December 31, 2016, American National Insurance Company’s statutory capital and surplus was $3,070,652,000 and $2,985,909,000, respectively. American National Insurance Company and each of its insurance subsidiaries had statutory capital and surplus at September 30, 2017 and December 31, 2016, substantially above 200% of the authorized control level.

The achievement of long-term growth will require growth in American National Insurance Company’s and our insurance subsidiaries’ statutory capital and surplus. Our subsidiaries may obtain additional statutory capital through various sources, such as retained statutory earnings or equity contributions from us.

Contractual Obligations

Our future cash payments associated with claims and claims adjustment expenses, life, annuity and disability obligations, contractual obligations pursuant to operating leases for office space and equipment, and notes payable have not materially changed since December 31, 2016. We expect to have the capacity to pay our obligations as they come due.

Off-Balance Sheet Arrangements

We have off-balance sheet arrangements relating to third-party marketing operation bank loans as discussed in Note 16, Commitments and Contingencies, of the Notes to the Unaudited Consolidated Financial Statements. We could be exposed to a liability for these loans, which are supported by the cash value of the underlying insurance contracts. The cash value of the life insurance policies is designed to always equal or exceed the balance of the loans. Accordingly, management does not foresee any loss related to these arrangements.

Related-Party Transactions

We have various agency, consulting and service arrangements with individuals and entities considered to be related parties. Each of these arrangements has been reviewed and approved by our Audit Committee, which retains final decision-making authority for these transactions. The amounts involved, both individually and in the aggregate, with these arrangements are not material to any segment or to our overall operations. For additional details see Note 17, Related Party Transactions, of the Notes to the Unaudited Consolidated Financial Statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks have not changed materially from those disclosed in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2017. Based upon that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2017, the design and operation of the Company’s disclosure controls and procedures were not effective because of the two material weaknesses disclosed in our 2016 Annual Report on Form 10-K. No additional material weaknesses in the Company’s disclosure controls and procedures were identified in the current evaluation.

Changes in Internal Control Over Financial Reporting

Management has monitored the internal controls over financial reporting, including any material changes to the internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the nine months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than changes in internal control related to the two material weaknesses identified in our Annual Report on form 10-K for the year ended December 31, 2016 as described below.

Remediation Actions

The Company is committed to remediating the material weaknesses in a timely manner. We have developed a remediation plan and are executing changes in our financial reporting processes and related internal controls to address the material weaknesses in internal control over financial reporting identified in our Annual Report on form 10-K for the year ended December 31, 2016. Specifically, we have begun and intend to continue to implement and monitor the following actions to accumulate adequate evidence over a reasonable period of time to determine that new or modified processes, procedures, controls and oversight relating to such controls are operating effectively.

Deferred Income Taxes

•

Engaging tax advisors to assist with enhancing internal controls over financial reporting for income taxes and developing and implementing a remediation plan;

•

Hiring accountants with more expertise in federal income taxes and providing additional income tax accounting training to tax and financial personnel;

•

Working with the investing and operating areas to enhance the quality of information, analysis, review and documentation provided to the tax department; and

•

Reviewing the new tax processes and system, including controls, with necessary Company personnel, including relevant internal bodies responsible for testing internal controls.

Equity Option Derivatives Collateral

•

Requiring notice of relevant facts from the investment area to Corporate Controllers when new investment arrangements or types are contemplated;

•

In the event of any such new investment arrangements or types, requiring the Corporate Controllers area (with outside assistance when appropriate) to determine if existing accounting processes and policies are adequate and to specify new accounting processes as appropriate; and

•

Verifying that the approved accounting is installed and operational by necessary Company personnel, including relevant internal bodies responsible for testing internal controls.

While management believes that significant progress has been made in enhancing internal controls as of September 30, 2017 and in the period since, the material weaknesses have not been fully remediated due to insufficient time to fully implement and assess the design and operating effectiveness of the related controls. Management, with oversight from the Company’s Audit Committee, will continue the process to enhance internal controls throughout 2017 and will make any further changes management deems appropriate.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Information required for Item 1 is incorporated by reference to the discussion under the heading “Litigation” in Note 16, Commitments and Contingencies, of the Notes to the Unaudited Consolidated Financial Statements.

ITEM 1A.

RISK FACTORS

There have been no material changes with respect to the risk factors as previously disclosed in our 2016 Annual Report on Form 10-K filed with the SEC on March 10, 2017, as supplemented in our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2017.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS


Exhibit Number		Basic Documents

3.1		Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit No. 3.1 to the registrant’s Registration Statement on Form 10-12B filed April 10, 2009).

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit No. 3.2 to the registrant’s Current Report on Form 8-K filed July 31, 2015).

31.1		Certification of the principal executive officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (filed herewith).

31.2		Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of the principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101		The following unaudited financial information from American National Insurance Company’s Quarterly Report on Form 10-Q for nine months ended September 30, 2017 formatted in eXtensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Consolidated Financial Statements.

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.


By:		/s/ James E. Pozzi
		Name: James E. Pozzi
		Title: President and
		Chief Executive Officer

By:		/s/ Timothy A. Walsh
		Name: Timothy A. Walsh,
		Title: Executive Vice President,
		Chief Financial Officer

Date: November 8, 2017

Large accelerated filer

Smaller reporting company

Non-accelerated filer

Accelerated filer

Emerging growth company