Acquisitions

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions

16. Acquisitions

On May 2, 2024, in conjunction with the Merger, Brookfield Wealth Solutions indirectly acquired all of AEL’s issued and outstanding common stock not already owned for a consideration of approximately $2.5 billion in cash and 28,803,599 shares of class A limited voting shares of BAM (“BAM Shares”).

Following the Merger, on May 7, 2024, American National and AEL completed the Post-Effective Merger and subsequent Reincorporation. The Post-Effective Merger has been accounted for as a common control transaction as if the parent, American National, acquired the shares of its subsidiary, AEL, similar to that of a reverse acquisition without a change in basis for the assets acquired and liabilities assumed. American National is therefore regarded as the predecessor reporting entity from an accounting perspective even though AEL is the surviving legal entity.

The business operations of AEL, which are now part of ANGI, contributed revenues of $564 million and a net loss of $15 million to the Company for the period from May 2, 2024 to June 30, 2024. Had the Merger occurred on January 1, 2024, the consolidated unaudited pro forma revenue and net profit would be (i) $3.1 billion and $610 million income, respectively, for the three months ended June 30, 2024; and (ii) $7.0 billion and $1.8 billion, respectively, for the six months ended June 30, 2024. The pro forma amounts have been calculated using the subsidiary’s results and adjusting them for the revised depreciation and amortization that would have been charged assuming the fair value adjustments to investments, property and equipment and intangible assets had applied from January 1, 2024, together with the consequential tax effects.

As part of re-assessing the final valuation of certain assets, such as intangible assets and goodwill, and certain liabilities, the Company recognized measurement period adjustments to reflect new information obtained about facts and circumstances that existed as of the acquisition date. This resulted in a $45 million increase in both the VOBA asset and market risk benefits liability. In addition, discount rate and tax assumptions relating to intangible assets were updated, resulting in a $40 million decrease in intangible assets, $8 million increase to deferred tax asset and a $32 million increase in goodwill. Final valuation of the assets acquired and liabilities assumed and the completion of the purchase price allocation occurred in the second quarter of 2025.

Goodwill recognized is not deductible for income tax purposes. In conjunction with the Merger and Post-Effective Merger, Brookfield Wealth Solutions agreed to indemnify ANGI for certain liabilities that could arise as a result of merger-related activities, including tax liabilities.

The following summarizes the consideration transferred, fair value of assets acquired and liabilities assumed as of the acquisition date:


	(Dollars in millions)
Fair value of consideration transferred:
Cash	$	2,525
BAM Shares transferred by Brookfield Wealth Solutions	1,111
Fair value of the Brookfield Wealth Solutions’ pre-existing interest in AEL	897
Total consideration	$	4,533

Assets acquired:
Investments	$	42,960
Cash and cash equivalents	13,367
Accrued investment income	414
Value of business acquired	7,239
Reinsurance recoverables and deposit assets	14,963
Property and equipment	42
Intangible assets	1,540
Other assets	671
Total assets acquired	$	81,196

Liabilities assumed:
Future policy benefits	$	311
Policyholders’ account balances	61,473
Market risk benefits	3,023
Notes payable	768
Subsidiary borrowings	84
Funds withheld for reinsurance liabilities	8,601
Other liabilities	2,352
Total liabilities assumed	76,612
Less: Fair value of AEL preferred stock	685
Less: Non-controlling interest	28
Net assets acquired	3,871
Goodwill	$	662

Acquisition-related costs of $126 million incurred during the second quarter of 2024 were recorded as “Operating expenses” in the Consolidated Statements of Operations for that period.