Document/ExhibitDescriptionPagesSize
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5: EX-10.45 Material Contract HTML 95K
6: EX-10.46 Material Contract HTML 95K
7: EX-10.47 Material Contract HTML 50K
8: EX-10.48 Material Contract HTML 64K
9: EX-10.49 Material Contract HTML 48K
10: EX-10.50 Material Contract HTML 58K
11: EX-21.2 Subsidiaries List HTML 49K
12: EX-23.1 Consent of Expert or Counsel HTML 46K
17: EX-97 Clawback Policy re: Recovery of Erroneously HTML 56K Awarded Compensation
13: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
16: EX-32.2 Certification -- §906 - SOA'02 HTML 45K
23: R1 Document and Entity Information HTML 115K
24: R2 Audit Information HTML 48K
25: R3 Consolidated Balance Sheets HTML 179K
26: R4 Consolidated Balance Sheets (Parentheticals) HTML 106K
27: R5 Consolidated Statements of Operations HTML 163K
28: R6 Consolidated Statements of Operations HTML 46K
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29: R7 Consolidated Statements of Comprehensive Income HTML 88K
(Loss)
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Stockholders' Equity
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Stockholders' Equity (Parentheticals)
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33: R11 Significant Accounting Policies HTML 121K
34: R12 Fair Values of Financial Instruments HTML 333K
35: R13 Investments HTML 300K
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37: R15 Variable Interest Entities HTML 71K
38: R16 Derivative Instruments HTML 163K
39: R17 Deferred Policy Acquisition Costs and Deferred HTML 137K
Sales Inducements
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41: R19 Reinsurance and Policy Provisions HTML 92K
42: R20 Income Taxes HTML 103K
43: R21 Notes and Loan Payable HTML 61K
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Restrictions
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48: R26 Earnings Per Common Share and Stockholders' Equity HTML 70K
49: R27 Schedule I - Summary of Investments - Other Than HTML 73K
Investments in Related Parties
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Registrant
51: R29 Schedule III - Supplementary Insurance Information HTML 73K
52: R30 Schedule IV - Reinsurance HTML 92K
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55: R33 Fair Values of Financial Instruments (Tables) HTML 375K
56: R34 Investments (Tables) HTML 299K
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58: R36 Variable Interest Entities (Tables) HTML 69K
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Sales Inducements (Tables)
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62: R40 Reinsurance and Policy Provisions (Tables) HTML 68K
63: R41 Income Taxes (Tables) HTML 103K
64: R42 Notes and Loan Payable (Tables) HTML 58K
65: R43 Subordinated Debentures (Tables) HTML 54K
66: R44 Retirement and Share-based Compensation Plans HTML 93K
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67: R45 Statutory Financial Information and Dividend HTML 54K
Restrictions (Tables)
68: R46 Commitments and Contingencies (Tables) HTML 49K
69: R47 Earnings Per Common Share and Stockholders' Equity HTML 62K
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70: R48 Significant Accounting Policies (Narrative) HTML 58K
(Details)
71: R49 Significant Accounting Policies (Annuity Deposits HTML 70K
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72: R50 Significant Accounting Policies (Schedule of HTML 113K
Long-Duration Contracts) (Details)
73: R51 Significant Accounting Policies (Agreement and HTML 80K
Plan of Merger) (Details)
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(Details)
75: R53 Fair Values of Financial Instruments (Carrying HTML 102K
Amounts and Fair Values of Financial Instruments)
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76: R54 Fair Values of Financial Instruments (Assets and HTML 176K
Liabilities Measured on a Recurring Basis by Fair
Value Hierarchy) (Details)
77: R55 Fair Values of Financial Instruments HTML 102K
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78: R56 Fair Values of Financial Instruments (Quantitative HTML 114K
Information About Level 3 Fair Value Measurements)
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79: R57 Fair Values of Financial Instruments (Other HTML 54K
Investments Not Measured at Fair Value on a
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80: R58 Fair Values of Financial Instruments (Assumptions HTML 75K
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81: R59 Investments (Narrative) (Details) HTML 60K
82: R60 Investments (Schedule of Fixed Maturity HTML 96K
Securities) (Details)
83: R61 Investments (Fixed Maturity Securities by HTML 99K
Contractual Maturity) (Details)
84: R62 Investments (Net Unrealized Gains (Losses) on HTML 52K
Available for Sale Fixed Maturity Securities
Reported as a Seperate Component of Stockholders'
Equity) (Details)
85: R63 Investments (Credit Quality of Fixed Maturity HTML 74K
Security Portfolio by NAIC Designation) (Details)
86: R64 Investments (Gross Unrealized Losses on HTML 103K
Investments, By Category and Length of Time)
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87: R65 Investments (Changes in Net Unrealized HTML 56K
Gains/Losses on Investments) (Details)
88: R66 Investments (Components of Net Investment Income) HTML 68K
(Details)
89: R67 Investments (Net Realized Losses on Investments) HTML 78K
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90: R68 Investments (Non-Income Producing Investments) HTML 54K
(Details)
91: R69 Investments (Rollforward of Allowance for Credit HTML 70K
Loss) (Details)
92: R70 Mortgage Loans on Real Estate (Narrative) HTML 75K
(Details)
93: R71 Mortgage Loans on Real Estate (Summary of Mortgage HTML 71K
Loan Portfolio) (Details)
94: R72 Mortgage Loans on Real Estate (Commercial Mortgage HTML 92K
Loan Portfolio Summarized by Geographic Region and
Property Type) (Details)
95: R73 Mortgage Loans on Real Estate (Rollforward of HTML 64K
Valuation Allowance on Mortgage Loan Portfolios)
(Details)
96: R74 Mortgage Loans on Real Estate (Summary By Debt HTML 149K
Service Coverage and Loan to Value Ratios)
(Details)
97: R75 Mortgage Loans on Real Estate (Aging of Financing HTML 124K
Receivables) (Details)
98: R76 Variable Interest Entities (Narrative) (Details) HTML 53K
99: R77 Variable Interest Entities (Consolidated VIEs) HTML 77K
(Details)
100: R78 Variable Interest Entities (Unconsolidated VIEs) HTML 61K
(Details)
101: R79 Derivative Instruments (Narrative) (Details) HTML 52K
102: R80 Derivative Instruments (Notional and Fair Value of HTML 81K
Derivative Instruments) (Details)
103: R81 Derivative Instruments (Carrying Amount and HTML 55K
Cumulative Fair Value Hedging Adjustments)
(Details)
104: R82 Derivative Instruments (Gains (Losses) Related to HTML 59K
Derivatives and Hedged Items) (Details)
105: R83 Derivative Instruments (Change in Fair Value of HTML 66K
Derivatives Not Designated as Hedging) (Details)
106: R84 Derivative Instruments (Schedule of Call Options HTML 96K
and Interest Rate Swaps by Counterparty) (Details)
107: R85 Deferred Policy Acquisition Costs and Deferred HTML 73K
Sales Inducements (Deferred Policy Acquisition
Costs) (Details)
108: R86 Deferred Policy Acquisition Costs and Deferred HTML 64K
Sales Inducements (Deferred Sales Inducements)
(Details)
109: R87 Policyholder Liabilities (Schedule of Present HTML 73K
Value of Expected Future Policy Benefits)
(Details)
110: R88 Policyholder Liabilities (Summary of Liability For HTML 76K
Future Policy Benefits Activity) (Details)
111: R89 Policyholder Liabilities (Schedule of Changes in HTML 104K
the Net Market Risk Benefit) (Details)
112: R90 Policyholder Liabilities (Reconciliation of Market HTML 59K
Risk Benefits in an Asset Position and in a
Liability Position) (Details)
113: R91 Policyholder Liabilities (Schedule of Reinsured HTML 77K
Market Risk Benefits) (Details)
114: R92 Policyholder Liabilities (Schedule of HTML 55K
Reconciliation of Reinsurance Market Risk Benefits
by Assets and Liabilities) (Details)
115: R93 Policyholder Liabilities (Significant Inputs and HTML 80K
Assumptions) (Details)
116: R94 Policyholder Liabilities (Changes in Policyholder HTML 80K
Account Balances) (Details)
117: R95 Policyholder Liabilities (Reconciliation of HTML 62K
Policyholders? Account Balances to the
Policyholders? Account Balances? Liability)
(Details)
118: R96 Policyholder Liabilities (Account Balances by HTML 194K
Guaranteed Minimum Interest Rates) (Details)
119: R97 Reinsurance and Policy Provisions (EquiTrust HTML 63K
Coinsurance Agreements) (Details)
120: R98 Reinsurance and Policy Provisions (Athene HTML 79K
Coinsurance Agreements) (Details)
121: R99 Reinsurance and Policy Provisions (North End Re) HTML 128K
(Details)
122: R100 Reinsurance and Policy Provisions (AeBe) (Details) HTML 98K
123: R101 Reinsurance and Policy Provisions (Amounts Ceded, HTML 78K
Impact on Consolidated Statements of Operations
and Consolidated Statements of Cash Flows)
(Details)
124: R102 Reinsurance and Policy Provisions (Hannover HTML 49K
Financing Arrangements) (Details)
125: R103 Reinsurance and Policy Provisions (Intercompany HTML 49K
Reinsurance Agreements) (Details)
126: R104 Income Taxes (Components of Income Tax Expense) HTML 63K
(Details)
127: R105 Income Taxes (Effective Income Tax Rate HTML 70K
Reconciliation) (Details)
128: R106 Income Taxes (Deferred Tax Assets and Liabilities) HTML 97K
(Details)
129: R107 Notes and Loan Payable (Schedule of Notes and Loan HTML 68K
Payable) (Details)
130: R108 Notes and Loan Payable (2027 Notes Narrative) HTML 61K
(Details)
131: R109 Notes and Loan Payable (Term Loan Narrative) HTML 64K
(Details)
132: R110 Subordinated Debentures (Summary of Subordinated HTML 59K
Debt Obligations to the Trusts) (Details)
133: R111 Retirement and Share-based Compensation Plans HTML 47K
(Defined Contribution Plan) (Details)
134: R112 Retirement and Share-based Compensation Plans HTML 60K
(Compensation Expense Recognized For Employees and
Directors) (Details)
135: R113 Retirement and Share-based Compensation Plans HTML 48K
(Employee Stock Ownership Plan) (Details)
136: R114 Retirement and Share-based Compensation Plans HTML 169K
(Incentive Plans) (Details)
137: R115 Retirement and Share-based Compensation Plans HTML 72K
(Changes in Stock Options Outstanding) (Details)
138: R116 Retirement and Share-based Compensation Plans HTML 87K
(Schedule of Stock Options Outstanding, By
Exercise Price Range) (Details)
139: R117 Statutory Financial Information and Dividend HTML 59K
Restrictions (Narrative and Statutory Accounting
Practices Tables) (Details)
140: R118 Commitments and Contingencies (Narrative and HTML 71K
Schedule of Future Minimum Rental Payments for
Operating Leases) (Details)
141: R119 Earnings Per Common Share and Stockholders' Equity HTML 82K
(Schedule of Earnings Per Common Share, Basic and
Diluted) (Details)
142: R120 Earnings Per Common Share and Stockholders' Equity HTML 75K
(Stockholders' Equity) (Details)
143: R121 Earnings Per Common Share and Stockholders' Equity HTML 59K
(Brookfield) (Details)
144: R122 Earnings Per Common Share and Stockholders' Equity HTML 70K
(Share Repurchase Program and Treasury Stock)
(Details)
145: R123 Schedule I - Summary of Investments - Other Than HTML 90K
Investments in Related Parties (Details)
146: R124 Schedule II - Condensed Financial Information of HTML 139K
Registrant (Condensed Balance Sheets) (Details)
147: R125 Schedule II - Condensed Financial Information of HTML 126K
Registrant (Condensed Statements of Operations)
(Details)
148: R126 Schedule II - Condensed Financial Information of HTML 155K
Registrant (Condensed Statements of Cash Flows)
(Details)
149: R127 Schedule III - Supplementary Insurance Information HTML 63K
(Details)
150: R128 Schedule IV - Reinsurance (Details) HTML 85K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
(1)Recovery of Erroneously Awarded Compensation. The Company and its Affiliates will recover reasonably promptly the amount of Erroneously Awarded Incentive-Based
Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(i)This Policy applies to all Incentive-Based Compensation Received by a person:
(A)after beginning service as an Executive Officer;
(B)who
served as an Executive Officer at any time during the performance period* for that incentive-based compensation;
(C)while the Company has a class of securities listed on a national securities exchange or a national securities association; and
(D)during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section (1) of this Policy. In addition to these last three completed fiscal years, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within
or immediately following those three completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year. An issuer’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.
(ii)For purposes of determining the relevant recovery period, the date that the Company is required to prepare an accounting restatement as described in Section (1) of this is the earlier to occur of:
(A)The date the
Company’s Board, a committee of the Board, or the Company officer or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement as described in Section (1) of this Policy; or
(B)The date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement as described in Section (1) of this Policy.
_________________________
*
See Commission Release Nos. 33-11126; 34-96159; IC-34732 n.210.
(iii)The amount of incentive-based compensation that is be subject to the Company’s recovery policy (“Erroneously Awarded Incentive Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of
erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:
(A)the amount will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was Received; and
(B)the Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
(iv)The Company will recover erroneously awarded compensation in compliance with this Policy except to the extent that (x) the
conditions of Sections (1)(iv)(A), (B), or (C) of this Policy are met, and (y) the Company’s committee of independent directors responsible for executive compensation decisions, or in the absence of such a committee, a majority of the independent directors serving on the board, has made a determination that recovery would be impracticable.
(A)The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover,
and provide that documentation to the Exchange.
(B)Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on violation of home country law, the issuer must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange.
(C)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations
thereunder.
(v)Notwithstanding any other policy or agreement, the Company will not indemnify any executive officer or former executive officer against the loss of erroneously awarded compensation.
(2)Disclosure. The Company will file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including the disclosure required by the applicable Commission filings.
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(3)Definitions.
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
(A)Affiliate has the meaning provided in Commission Rule 12b-2.
(B)Board refers to the Company’s Board of Directors
(C)Commission refers to the U.S. Securities and Exchange Commission.
(D)Company refers to American Equity Investment Life Holding Company.
(E)Effective Date refers to the date first written above.
(F)Erroneously Awarded Incentive-Based Compensation has the meaning provided in Section
(iii) of this Policy.
(G)Exchange refers to the New York Stock Exchange.
(H)Executive Officer means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the issuer. Executive officers of the Company’s parent(s) or subsidiaries
are deemed Executive Officers if they perform such policy making functions for the Company. Executive Officers include, in any event, anyone the Company identifies for purposes of Commission Regulation S-K part 401(b).
(I)Financial Reporting Measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing
with the Commission.
(J)Incentive-Based Compensation is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(K)Policy refers to this American Equity Investment Life Holding Company Incentive-Based Compensation Recovery Policy.
(L)Received: Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
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(4)Non-Exclusivity.
The Policy does not limit, impair, or waive any rights of any Company or Affiliate under law or any other basis with respect to recovery or any other matters.
(5)Applicability. The Policy applies to all Incentive-Based Compensation Received by Executive Officers on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date.
(6)Supersession. The Policy, to the extent applicable, replaces and supersedes the American Equity Investment Life Holding Company Incentive Compensation Repayment Policy.
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Dates Referenced Herein and Documents Incorporated by Reference
