Athene Holding Ltd
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 24, 2025
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
| 1. | Financial Statements—Item 8. Financial Statements and Supplementary Data | 114 |
| 2. | Financial Statement Schedules | |
| Schedule I—Summary of Investments Other Than Investments in Related Parties as of December 31, 2024 | 224 | |
| Schedule II—Condensed Financial Information of Registrant (Parent Company Only) | 225 | |
| Schedule II—Balance Sheets as of December 31, 2024 and 2023 | 225 | |
| Schedule II—Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 | 226 | |
| Schedule II—Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | 227 | |
| Schedule II—Notes to Condensed Financial Information of Registrant for the years ended December 31, 2024, 2023 and 2022 | 228 | |
| Schedule III—Supplementary Insurance Information for the years ended December 31, 2024, 2023 and 2022 | 229 | |
| Schedule IV—Reinsurance for the years ended December 31, 2024, 2023 and 2022 | 230 | |
| Schedule V—Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022 | 231 | |
| Any remaining schedules are omitted because they are inapplicable. | ||
|---|---|---|
| 3. | Exhibits | |
| See the accompanying Exhibit Index. | 232 | |
Schedule I — Summary of Investments — Other Than Investments in Related Parties
| December 31, 2024 | ||||
|---|---|---|---|---|
| (In millions) · Cost or Amortized Cost · Fair Value · Amount Shown on Consolidated Balance Sheet | ||||
| AFS securities | ||||
| US government and agencies | $8,413 | $7,151 | $7,151 | |
| US state, municipal and political subdivisions | 1,167 | 921 | 921 | |
| Foreign governments | 2,082 | 1,568 | 1,568 | |
| Public utilities | 15,496 | 13,669 | 13,669 | |
| Redeemable preferred stock | 1,115 | 1,115 | 1,115 | |
| Other corporate | 78,375 | 68,774 | 68,774 | |
| Convertibles and bonds with warrants attached | 20 | 27 | 27 | |
| CLO | 29,524 | 29,182 | 29,182 | |
| ABS | 24,779 | 24,201 | 24,201 | |
| CMBS | 11,158 | 10,741 | 10,741 | |
| RMBS | 8,587 | 8,015 | 8,015 | |
| Trading securities | 1,935 | 1,583 | 1,583 | |
| Total fixed maturity securities | 182,651 | 166,947 | 166,947 | |
| Equity securities | ||||
| Public utilities | 24 | 22 | 22 | |
| Banks, trust and insurance companies common stock | — | — | — | |
| Industrial, miscellaneous and all other common stock | 9 | 9 | 9 | |
| Nonredeemable preferred stocks | 1,325 | 1,259 | 1,259 | |
| Total equity securities | 1,358 | 1,290 | 1,290 | |
| Mortgage loans | 65,474 | 63,239 | ||
| Investment funds | 107 | 107 | ||
| Policy loans | 318 | 318 | ||
| Funds withheld at interest | 18,866 | 18,866 | ||
| Derivative assets | 8,154 | 8,154 | ||
| Short-term investments | 456 | 447 | ||
| Other investments | 2,914 | 2,915 | ||
| Total investments | $280,298 | $262,283 | ||
Schedule II — Condensed Financial Information of Registrant (Parent Company Only) — Balance Sheets
| December 31, | ||
|---|---|---|
| (In millions, except per share data) | 2024 | 2023 |
| Assets | ||
| Investments, at fair value | $123 | $8 |
| Cash and cash equivalents | 807 | 326 |
| Investments in related parties, at fair value | 1,330 | 1,331 |
| Other assets (related party: 2024 – $153 and 2023 – $121) | 433 | 400 |
| Notes and other receivables from subsidiaries | 46 | 27 |
| Investments in subsidiaries | 21,750 | 16,577 |
| Total assets | $24,489 | $18,669 |
| Liabilities and Equity | ||
| Liabilities | ||
| Debt | $6,309 | $4,209 |
| Other liabilities (related party: 2024 – $58 and 2023 – $14) | 236 | 133 |
| Notes and other payables to subsidiaries | 1,584 | 489 |
| Total liabilities | 8,129 | 4,831 |
| Equity | ||
| Preferred stock | ||
| Series A – par value $1 per share; $863 aggregate liquidation preference; authorized, issued and outstanding: 2024 and 2023 – 0.0 shares | — | — |
| Series B – par value $1 per share; $345 aggregate liquidation preference; authorized, issued and outstanding: 2024 and 2023 – 0.0 shares | — | — |
| Series C – par value $1 per share; $600 aggregate liquidation preference; authorized, issued and outstanding: 2024 and 2023 – 0.0 shares | — | — |
| Series D – par value $1 per share; $575 aggregate liquidation preference; authorized, issued and outstanding: 2024 and 2023 – 0.0 shares | — | — |
| Series E – par value $1 per share; $500 aggregate liquidation preference; authorized, issued and outstanding: 2024 and 2023 – 0.0 shares | — | — |
| Common stock – par value $0.001 per share; authorized: 2024 and 2023 – 425.0 shares; issued and outstanding: 2024 and 2023 – 203.8 shares | — | — |
| Additional paid-in capital | 19,588 | 19,499 |
| Retained earnings (accumulated deficit) | 2,237 | (92) |
| Accumulated other comprehensive loss | (5,465) | (5,569) |
| Total Athene Holding Ltd. stockholders’ equity | 16,360 | 13,838 |
| Total liabilities and equity | $24,489 | $18,669 |
Schedule II — Condensed Financial Information of Registrant (Parent Company Only)
Statements of Income (Loss) and Comprehensive Income (Loss)
| Years ended December 31, | |||
|---|---|---|---|
| (In millions) | 2024 | 2023 | 2022 |
| Revenue | |||
| Net investment income (loss) (related party: 2024 – $(80), 2023 – $85 and 2022 – $58) | $(29) | $103 | $65 |
| Investment related gains (losses) | 69 | — | 31 |
| Other revenues | 1 | 2 | — |
| Total revenues | 41 | 105 | 96 |
| Benefits and Expenses | |||
| Operating expenses (related party: 2024 – $127, 2023 – $106 and 2022 – $99) | 459 | 345 | 304 |
| Total benefits and expenses | 459 | 345 | 304 |
| Loss before income taxes and equity earnings in subsidiaries | (418) | (240) | (208) |
| Income tax expense (benefit) | (70) | (36) | 1 |
| Equity earnings (losses) in subsidiaries | 3,809 | 4,869 | (2,701) |
| Net income (loss) available to Athene Holding Ltd. stockholders | 3,461 | 4,665 | (2,910) |
| Less: Preferred stock dividends | 181 | 181 | 141 |
| Net income (loss) available to Athene Holding Ltd. common stockholder | $3,280 | $4,484 | $(3,051) |
| Net income (loss) available to Athene Holding Ltd. stockholders | $3,461 | $4,665 | $(2,910) |
| Other comprehensive income (loss) attributable to Athene Holding Ltd. stockholders | 104 | 1,749 | (7,321) |
| Comprehensive income (loss) attributable to Athene Holding Ltd. stockholders | $3,565 | $6,414 | $(10,231) |
Schedule II — Condensed Financial Information of Registrant (Parent Company Only) — Statements of Cash Flows
| Years ended December 31, | |||
|---|---|---|---|
| (In millions) | 2024 | 2023 | 2022 |
| Net cash used in operating activities | $(336) | $(326) | $(248) |
| Cash flows from investing activities | |||
| Sales, maturities and repayments of investments | 42 | 3 | 21 |
| Purchases of investments (related party: 2024 – $(205), 2023 – $(8) and 2022 – $(195)) | (891) | (8) | (244) |
| Capital contributions to subsidiaries | (541) | (335) | (275) |
| Receipts on loans to subsidiaries and parent | 8 | 24 | 333 |
| Issuances of loans to subsidiaries and parent | (411) | (103) | (328) |
| Other investing activities, net | (2) | (19) | 46 |
| Net cash used in investing activities | (1,795) | (438) | (447) |
| Cash flows from financing activities | |||
| Proceeds from debt | 2,169 | 589 | 399 |
| Proceeds from notes payable to subsidiaries | 1,551 | 1,135 | 1,085 |
| Repayment of notes payable to subsidiaries | (475) | (1,545) | (265) |
| Capital contributions from parent | — | 1,250 | — |
| Issuance of preferred stock, net of expenses | — | — | 487 |
| Preferred stock dividends | (226) | (136) | (141) |
| Common stock dividends | (452) | (938) | (1,313) |
| Other financing activities, net | 45 | (6) | (2) |
| Net cash provided by financing activities | 2,612 | 349 | 250 |
| Net increase (decrease) in cash and cash equivalents | 481 | (415) | (445) |
| Cash and cash equivalents at beginning of year | 326 | 741 | 1,186 |
| Cash and cash equivalents at end of year | $807 | $326 | $741 |
| Supplementary information | |||
| Cash paid for interest | $239 | $139 | $111 |
| Non-cash transactions | |||
| Investments distributed as capital contributions to subsidiaries | 693 | — | — |
| Investments distributed as common stock dividends | 499 | — | — |
| Distributions to parent | — | — | 2,145 |
| Investments transferred to subsidiary for settlement of loans | 429 | — | 82 |
Schedule II — Condensed Financial Information of Registrant (Parent Company Only)
Notes to Condensed Financial Information of Registrant
- Basis of Presentation
The accompanying condensed financial statements of Athene Holding Ltd. (AHL) should be read in conjunction with the consolidated financial statements and notes of AHL and its subsidiaries (consolidated financial statements).
For purposes of these condensed financial statements, AHL’s wholly owned and majority owned subsidiaries are presented under the equity method of accounting. Under this method, the assets and liabilities of subsidiaries are not consolidated. The investments in subsidiaries are recorded on the condensed balance sheets. The income from subsidiaries is reported on a net basis as equity earnings of subsidiaries on the condensed statements of income (loss).
- Intercompany Transactions
Unsecured Revolving Notes Receivable—AHL has unsecured revolving notes receivable from subsidiaries Athene USA Corporation (AUSA), Athene Life Re Ltd. (ALRe) and Athene Life Re International Ltd. (ALReI).
The unsecured revolving note receivable from AUSA has a borrowing capacity of $500 million and had an outstanding balance of $0 million and $41 million as of December 31, 2024 and 2023, respectively. Interest accrues at a fixed rate of 4.08% per year, and the balance is due on July 1, 2031, or earlier at AHL’s request.
The unsecured revolving note receivable from ALRe has a borrowing capacity of $4 billion and hadno outstanding balance as of December 31, 2024 and 2023. Interest accrues at a fixed rate of 2.29% and has a maturity date of December 15, 2028, or earlier at AHL’s request.
The unsecured revolving note receivable from ALReI has a borrowing capacity of $100 million and hadno outstanding balance as of December 31, 2024 and 2023. Interest accrues at the US mid-term applicable federal rate per year and has a maturity date of July 1, 2028, or earlier at AHL’s request.
Unsecured Revolving Notes Payable—In addition to the unsecured revolving notes receivable described above, AHL has unsecured revolving notes payable with AUSA and ALRe.
The unsecured revolving note payable to AUSA permits AHL to borrow up to $500 million with a fixed interest rate of 4.08% and a maturity date of July 1, 2031. As of December 31, 2024 and 2023, the revolving note payable had an outstanding balance of $18 million and $0 million, respectively.
The unsecured revolving note payable to ALRe permits AHL to borrow up to $4 billion with a fixed interest rate of 2.29% and a maturity date of December 15, 2028. As of December 31, 2024 and 2023, the revolving note payable had an outstanding balance of $1,562 million and $486 million, respectively.
- Debt and Guarantees
AHL has entered into a capital maintenance agreement with Athene Annuity and Life Company (AAIA), pursuant to which AHL agrees to provide capital to AAIA to the extent that its capital falls below a specified threshold as set with its domestic regulator. In addition, AHL entered into a capital maintenance agreement with its indirect subsidiary Athene London Assignment Corporation (Athene London) pursuant to which AHL agreed to contribute cash, cash equivalents, marketable securities or other liquid assets so as to maintain capital in Athene London to ensure that it has the necessary funds to timely satisfy any obligations it has under any assumed settlement agreement. AHL does not anticipate making any capital infusions in Athene London pursuant to the capital maintenance agreement.
See Note 11 – Debt and Note 16 – Commitments and Contingencies to the consolidated financial statements for additional information on AHL debt and guarantees.
- Dividends, Return of Capital and Capital Contributions
During the years ended December 31, 2024, 2023 and 2022, AHL receivedno dividends from subsidiaries. During the years ended December 31, 2024, 2023 and 2022, AHL contributed $1,234 million, $335 million and $275 million, respectively, to subsidiaries. See Note 14 – Statutory Requirements to the consolidated financial statements for additional information on subsidiary dividend restrictions.
Schedule III — Supplementary Insurance Information
| (In millions) | DAC, DSI and VOBA | Future policy benefits, losses, claims and loss expenses1 | Other policy claims and benefits payable2 | Premiums | Net investment income | Benefits, claims, losses and settlement expenses3 | Amortization of DAC, DSI and VOBA | Policy and other operating expenses |
|---|---|---|---|---|---|---|---|---|
| Total | $7,173 | $307,567 | $107 | $1,318 | $14,481 | $11,901 | $941 | $2,213 |
| Total | $5,979 | $261,708 | $98 | $12,749 | $11,130 | $21,067 | $688 | $1,848 |
| Total | $4,466 | $218,696 | $129 | $11,638 | $7,571 | $11,346 | $444 | $1,495 |
| 1 Represents interest sensitive contract liabilities, future policy benefits and market risk benefits on the consolidated balance sheets. | ||||||||
| 2 Included in other liabilities on the consolidated balance sheets. | ||||||||
| 3 Represents interest sensitive contract benefits, future policy and other policy benefits and market risk benefits remeasurement (gains) losses on the consolidated statements of income (loss). | ||||||||
Schedule IV — Reinsurance
| (In millions, except percentages) | Gross amount | Ceded to other companies | Assumed from other companies | Net amount | Percentage of amount assumed to net |
|---|---|---|---|---|---|
| Life insurance in force at end of year | $20,801 | $24,255 | $7,101 | $3,647 | 194.7% |
| Premiums | 1,089 | 84 | 313 | 1,318 | 23.7% |
| Life insurance in force at end of year | 22,708 | 27,107 | 8,242 | 3,843 | 214.5% |
| Premiums | 10,525 | 89 | 2,313 | 12,749 | 18.1% |
| Life insurance in force at end of year | 24,433 | 25,399 | 2,355 | 1,389 | 169.5% |
| Premiums | 11,373 | 112 | 377 | 11,638 | 3.2% |
Schedule V — Valuation and Qualifying Accounts
| (In millions) | Additions | ||||
|---|---|---|---|---|---|
| Description | Balance at beginning of year | Charged to costs and expenses | Assumed through acquisitions | Deductions | Balance at end of year |
| Reserves deducted from assets to which they apply | |||||
| Valuation allowance on deferred tax assets | $25 | $23 | $— | $— | $48 |
| Valuation allowance on deferred tax assets | 105 | 148 | — | (228) | 25 |
| Valuation allowance on deferred tax assets | 66 | 53 | — | (14) | 105 |
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1.1 | Certificate of Incorporation of Athene Holding Ltd. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on January 2, 2024). |
| 3.1.2 | Certificate of Change of Registered Agent and/or Registered Office, dated as of August 26, 2024 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 6, 2024). |
| 3.2 | Bylaws of Athene Holding Ltd., effective December 31, 2023 (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on January 2, 2024). |
| 4.1.1 | Indenture for Debt Securities, dated as of January 12, 2018, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 12, 2018). |
| 4.1.2.1 | First Supplemental Indenture, dated January 12, 2018, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on January 12, 2018). |
| 4.1.2.2 | Form of 4.125% Senior Notes due 2018 (included in Exhibit 4.2 to the Form 8-K filed on January 12, 2018, which is incorporated by reference). |
| 4.1.3.1 | Second Supplemental Indenture, dated April 3, 2020, between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 6, 2020). |
| 4.1.3.2 | Form of 6.150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 6, 2020). |
| 4.1.4.1 | Third Supplemental Indenture, dated October 8, 2020, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on October 8, 2020). |
| 4.1.4.2 | Form of 3.500% Senior Notes due 2031 (included in Exhibit 4.2 to the Form 8-K filed on October 8, 2020, which is incorporated by reference). |
| 4.1.5.1 | Fourth Supplemental Indenture, dated May 25, 2021, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 25, 2021). |
| 4.1.5.2 | Form of 3.950% Senior Notes due 2051 (included in Exhibit 4.2 to the Form 8-K filed on May 25, 2021, which is incorporated by reference). |
| 4.1.6.1 | Fifth Supplemental Indenture, dated December 13, 2021, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on December 13, 2021). |
| 4.1.6.2 | Form of 3.450% Senior Notes due 2052 (included in Exhibit 4.2 to the Form 8-K filed on December 13, 2021, which is incorporated by reference). |
| 4.1.7.1 | Sixth Supplemental Indenture, dated November 21, 2022, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on November 21, 2022). |
| 4.1.7.2 | Form of 6.650% Senior Notes due 2033 (included in Exhibit 4.2 to the Form 8-K filed on November 21, 2022, which is incorporated by reference). |
| 4.1.8.1 | Seventh Supplemental Indenture, dated December 12, 2023, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2) to the Form 8-K filed on December 12, 2023). |
| 4.1.8.2 | Form of 5.875% Senior Notes due 2034 (included in Exhibit 4.2 to the Form 8-K filed on December 12, 2023, which is incorporated by reference). |
| 4.1.9 | Eighth Supplemental Indenture, dated December 31, 2023 between Athene Holding Ltd., a corporation organized in the State of Delaware (as successor to Athene Holding Ltd., a Bermuda exempted), and U.S. Bank Trust Company, National Association (as successor in interest to the U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on January 2, 2024). |
| 4.1.10.1 | Ninth Supplemental Indenture, dated March 22, 2024, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on March 22, 2024). |
| 4.1.10.2 | Form of 6.250% Senior Notes due 2054 (included in Exhibit 4.3 to the Form 8-K filed on March 22, 2024, which is incorporated by reference). |
| 4.2.1 | Indenture for Subordinated Debt Securities, dated March 7, 2024, by and between Athene Holding Ltd., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 7, 2024). |
| 4.2.2.1 | First Supplemental Indenture, dated March 7, 2024, by and between Athene Holding Ltd., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 7, 2024). |
| 4.2.2.2 | Form of 7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064 (included in Exhibit 4.2 to the Form 8-K filed on March 7, 2024, which is incorporated by reference). |
| 4.2.3.1 | Second Supplemental Indenture, dated October 10, 2024, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on October 10, 2024). |
| 4.2.3.2 | Form of 6.625% Junior Subordinated Debentures due 2054 (included in Exhibit 4.2 to the Form 8-K filed on October 10, 2024, which is incorporated by reference). |
| 4.3.1 | Certificate of Designations of 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on January 2, 2024). |
| 4.3.2 | Form of Share Certificate evidencing 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on January 2, 2024). |
| 4.3.3 | Deposit Agreement, dated June 10, 2019, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on June 10, 2019 dated June 5, 2019). |
| 4.3.4 | Amendment No. 1 to Series A Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A. collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.5 to the Form 8-K filed on January 2, 2024). |
| 4.3.5 | Form of Series A Depositary Receipt (included in Exhibit 4.5 to the Form 8-K filed on January 2, 2024, which is incorporated by reference). |
| 4.4.1 | Certificate of Designations of 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.7 to the Form 8-K filed on January 2, 2024). |
| 4.4.2 | Form of Share Certificate evidencing 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.8 to the Form 8-K filed on January 2, 2024). |
| Exhibit No. | Description |
| 4.4.3 | Deposit Agreement, dated September 19, 2019, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on September 19, 2019). |
| 4.4.4 | Amendment No. 1 to Series B Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A. collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.9 to the Form 8-K filed on January 2, 2024). |
| 4.4.5 | Form of Series B Depositary Receipt (included in Exhibit 4.9 to the Form 8-K filed on January 2, 2024, which is incorporated by reference). |
| 4.5.1 | Certificate of Designations of 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C (incorporated by reference to Exhibit 4.11 to the Form 8-K filed on January 2, 2024). |
| 4.5.2 | Form of Share Certificate evidencing 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C (incorporated by reference to Exhibit 4.12 to the Form 8-K filed on January 2, 2024). |
| 4.5.3 | Deposit Agreement, dated June 11, 2020, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on June 11, 2020). |
| 4.5.4 | Amendment No. 1 to Series C Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.13 to the Form 8-K filed on January 2, 2024). |
| 4.5.5 | Form of Series C Depositary Receipt (included in Exhibit 4.13 to the Form 8-K filed on January 2, 2024, which is incorporated by reference) |
| 4.6.1 | Certificate of Designations of 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D (incorporated by reference to Exhibit 4.15 to the Form 8-K filed on January 2, 2024). |
| 4.6.2 | Form of Share Certificate evidencing 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D (incorporated by reference to Exhibit 4.16 to the Form 8-K filed on January 2, 2024). |
| 4.6.3 | Deposit Agreement, dated December 18, 2020, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on December 18, 2020). |
| 4.6.4 | Amendment No. 1 to Series D Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.17 to the Form 8-K filed on January 2, 2024). |
| 4.6.5 | Form of Series D Depositary Receipt (included in Exhibit 4.17 to the Form 8-K filed on January 2, 2024, which is incorporated by reference) |
| 4.7.1 | Certificate of Designations of 7.750% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E (incorporated by reference to Exhibit 4.19 to the Form 8-K filed on January 2, 2024). |
| 4.7.2 | Form of Share Certificate evidencing 7.750% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E (incorporated by reference to Exhibit 4.20 to the Form 8-K filed on January 2, 2024). |
| 4.7.3 | Deposit Agreement, dated December 12, 2022, between Athene Holding Ltd., Computershare Inc., and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on December 12, 2022). |
| 4.7.4 | Amendment No. 1 to Series E Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A. collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.21 to the Form 8-K filed on January 2, 2024). |
| 4.7.5 | Form of Series E Depositary Receipt (included in Exhibit 4.21 to the Form 8-K filed on January 2, 2024, which is incorporated by reference) |
| 4.8 | Description of Securities. |
| 10.1 | Credit Agreement, dated as of June 30, 2023, among Athene Holding Ltd., Athene Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd., as borrowers, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 7, 2023). |
| 10.2 | Guaranty, dated as of June 30, 2023, among Athene Holding Ltd., Athene Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd., as guarantors, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on August 7, 2023). |
| 10.3 | Credit Agreement, dated as of June 28, 2024, among Athene Holding Ltd. and Athene Life Re Ltd., as borrowers, Wells Fargo Bank, National Association, as administrative agent and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 8, 2024). |
| 10.4 | Guaranty, dated June 28, 2024, among Athene Life Re Ltd., as guarantor, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 8, 2024). |
| 10.5 | Ninth Amended and Restated Fee Agreement, dated as of December 31, 2023, between Apollo Insurance Solutions Group L.P. and Athene Holding Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 2, 2024). |
| 10.6 | Applicable 2016 Liability Fee Discount, effective as of September 30, 2016, between Athene Asset Management, L.P. and Athene Holding Ltd. (incorporated by reference to Exhibit 10.7.2 to the Form S-1 filed on October 25, 2016). |
| 10.7 | Second Amended and Restated Master Sub-Advisory Agreement, effective as of October 1, 2019, among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC (incorporated by reference to Exhibit 10.30.1 to the Form 10-K filed on February 20, 2020). |
| 10.8 | Third Amended and Restated Master Sub-Advisory Agreement, effective as of October 1, 2019, among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC, Apollo Royalties Management, LLC and Apollo Emerging Markets, LLC (incorporated by reference to Exhibit 10.30.2 to the Form 10-K filed on February 20, 2020). |
| Exhibit No. | Description |
| 10.9 | Third Amended and Restated Master Sub-Advisory Agreement, effective as of October 1, 2019, among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC (incorporated by reference to Exhibit 10.30.3 to the Form 10-K filed on February 20, 2020). |
| 10.10.1 | Cooperation Agreement, dated as of January 1, 2018, between AGER Bermuda Holding Ltd. and Athene Holding Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 2, 2018). |
| 10.10.2 | Amendment No. 1 to the Cooperation Agreement, dated as of January 7, 2020, between Athora Holding Ltd. and Athene Holding Ltd. (incorporated by reference to Exhibit 10.31.2 to the Form 10-K filed on February 20, 2020). |
| 10.11.1 | Reinsurance agreement (FA Business), effective as of June 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 3, 2018). |
| 10.11.2 | First Amendment to Reinsurance Agreement (FA Business), effective as of July 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.32.2 to the Form 10-K filed on February 20, 2020). |
| 10.11.3 | Partial Recapture Amendment to Reinsurance Agreement (FA Business), effective as of July 1, 2023, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.10.3 to the Form 10-K filed on February 27, 2024). |
| 10.11.4 | Amendment to Reinsurance Agreement (FA Business), effective as of October 11, 2024, between Athene Annuity and Life Company (f/k/a Athene Annuity & Life Assurance Company) and Venerable Insurance and Annuity Company (f/k/a Voya Insurance and Annuity Company). |
| 10.12.1 | Modified coinsurance agreement (Separate Account FA Business), effective as of June 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 3, 2018). |
| 10.12.2 | First Amendment to Modified Coinsurance Agreement (Separate Account FA Business), effective as of June 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.33.2 to the form 10-K filed on February 20, 2020). |
| 10.12.3 | Amendment to Modified Coinsurance Agreement (Separate Account FA Business), effective as of October 11, 2024, between Athene Annuity and Life Company (f/k/a Athene Annuity & Life Assurance Company) and Venerable Insurance and Annuity Company (f/k/a Voya Insurance and Annuity Company). |
| 10.13.1 | Modified coinsurance agreement (FA Business), effective as of December 31, 2019, between Athene Annuity Re Ltd. and Venerable Insurance and Annuity Company (incorporated by reference to Exhibit 10.34 to the form 10-K filed on February 20, 2020). |
| 10.13.2 | Partial Recapture Amendment to the Modified Coinsurance Agreement (FA Business), effective as of July 1, 2023, between Athene Annuity Re Ltd. and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.12.2 to the Form 10-K filed on February 27, 2024). |
| 10.14.1 | Coinsurance Agreement, dated as of June 18, 2020, between Jackson National Life Insurance Company and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 5, 2020). |
| 10.14.2 | Amendment No. 1 to Coinsurance Agreement, dated September 30, 2020, between Jackson National Life Insurance Company and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on November 3, 2020). |
| 10.15 | Amended and Restated Master Framework Agreement, dated as of December 31, 2021, by and between Athene Co-Invest Reinsurance Affiliate 1A Ltd. and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.24 to Form 10-K filed on February 25, 2022). |
| 10.16.1 | Amended and Restated Shareholders Agreement, dated as of December 31, 2021, by and among Athene Co-Invest Reinsurance Affiliate Holding Ltd., Athene Co-Invest Reinsurance Affiliate 1A Ltd., ADIP Holdings (A), L.P., ADIP Holdings (B), L.P., ADIP Holdings (C), L.P., ADIP Holdings (D), L.P., ADIP Holdings (E), L.P., ADIP Holdings (Lux), L.P., Athene Life Re Ltd. and Athene Asset L.P. (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on February 25, 2022). |
| 10.16.2 | First Amendment to Amended and Restated Shareholders Agreement, effective as of July 1, 2023, by and among Athene Co-Invest Reinsurance Affiliate Holding Ltd., Athene Co-Invest Reinsurance Affiliate 1A Ltd., ADIP Holdings (A), L.P., ADIP Holdings (B), L.P., ADIP Holdings (C), L.P., ADIP Holdings (D), L.P., ADIP Holdings (E), L.P., ADIP Holdings (Lux), L.P., Athene Life Re Ltd. and Athene Asset L.P. |
| 10.17 | Master Framework Agreement, effective as of July 1, 2023, by and between Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd. and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 7, 2023). |
| 10.18.1 | Shareholders Agreement, effective as of July 1, 2023, by and between Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd., Athene Life Re Ltd., and Apollo/Athene Dedicated Investment Program II, L.P. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 7, 2023). |
| 10.18.2 | Joinder Agreement to Shareholders Agreement, dated as of July 1, 2023, by and among Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd. and the Shareholders, made effective as of February 27, 2024. |
| 10.18.3 | First Amendment to the Shareholders Agreement, effective as of May 31, 2024, by and among Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd, Athene Life Re Ltd. and Apollo/Athene Dedicated Investment Program II, L.P. |
| 10.19† | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.18 to the Form 10-K filed on February 27, 2024). |
| 10.20† | Form of Director Retention Letter (incorporated by reference to Exhibit 10.19 to the Form 10-K filed on February 27, 2024). |
| 10.21† | Athene Holding Ltd. 2019 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 10, 2019 dated June 4, 2019). |
| 10.22† | Form of 2016 Share Incentive Plan Nonqualified Stock Option Award Notice and Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.26.2 to the Form 10-K filed on February 26, 2018). |
| 10.23† | Form of 2019 Share Incentive Plan Nonqualified Stock Option Award Notice and Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.22.3 to the Form 10-K filed on February 20, 2020). |
| 10.24† | Form of 2019 Share Incentive Plan Nonqualified Stock Option Award Notice and Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.2.1 to the Form 10-Q filed on May 10, 2021). |
| 10.25† | Form of Restricted Share Unit Award Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 9, 2022). |
| Exhibit No. | Description |
| 10.26† | Form of Restricted Share Unit Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (2022) (incorporated by reference to Exhibit 10.32 to the Form 10-K filed on March 1, 2023). |
| 10.27† | Form of Restricted Share Unit Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (2023) (incorporated by reference to Exhibit 10.34 to the Form 10-K filed on March 1, 2023). |
| 10.28† | Form of Restricted Share Unit Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (2024). |
| 10.29† | Form of ADIP (Athene) Carry Plan, L.P. Award Letter (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 3, 2020). |
| 10.30† | Form of Apollo ADIP Advisors II, L.P. Carry Award Letter (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 8, 2024). |
| 10.31† | Form of Apollo Supplemental Partner Program Award Letter (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on March 1, 2023). |
| 10.32† | Apollo Supplemental Partner Program Plan Document (incorporated by reference to Exhibit 10.36 to the Form 10-K filed on March 1, 2023). |
| 10.33† | Amended and Restated Employment Agreement, dated as of June 16, 2022, between Athene Holding Ltd. and James R. Belardi (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 9, 2022). |
| 10.34† | Employment Agreement, dated as of October 12, 2015, between Athene Holding Ltd. and Martin P. Klein (incorporated by reference to Exhibit 10.15.3 to Form S-1 filed on October 25, 2016). |
| 10.35† | Letter Agreement, dated as of October 31, 2024, between Athene Holding Ltd. and Martin P. Klein. |
| 10.36† | Restricted Share Unit Award Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan, dated as of October 30, 2023, between Apollo Global Management, Inc. and Grant Kvalheim (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 27, 2024). |
| 19.1 | Insider Trading Policy. |
| 21.1 | Subsidiaries of the Registrant. |
| 23.1 | Consent of Deloitte & Touche LLP regarding Athene Holding Ltd. financial statements. |
| 24.1 | Power of Attorney (included on the signature page hereto) |
| 31.1 | Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Policy relating to recovery of erroneously awarded compensation (incorporated by reference to Exhibit 97.1 to the Form 10-K filed on February 27, 2024). |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | XBRL Taxonomy Extension Schema. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Management contract or compensatory plan or arrangement. |
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