Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 7, 2024

ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

Delaware

001-37963

98-0630022

(State or other jurisdiction of

(Commission file number)

(I.R.S. Employer

incorporation or organization)

Identification Number)

7700 Mills Civic Pkwy

West Des Moines, Iowa 50266

1-(515) 342-4678

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Depositary Shares, each representing a 1/1,000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A

ATHPrA

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B

ATHPrB

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C

ATHPrC

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D

ATHPrD

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a 7.75% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E

ATHPrE

New York Stock Exchange

7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064

ATHS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2024, Athene Holding Ltd. (the “Company”) made available on its website the Company’s financial supplement for the first quarter ended March 31, 2024, furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 2.02.

The foregoing information, including the Exhibit referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing or other document, except as shall be expressly set forth by specific reference in such a filing or document.


Item 9.01			Financial Statements and Exhibits.

(d)			Exhibits



99.1			Quarterly Financial Supplement for Athene Holding Ltd. for the first quarter 2024 (furnished and not filed).

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.


		ATHENE HOLDING LTD.

Date:	May 7, 2024	/s/ Martin P. Klein
		Martin P. Klein
		Executive Vice President and Chief Financial Officer


Table of Contents

Important Notice			3

FINANCIAL RESULTS
Financial Highlights			4
Condensed Consolidated Statements of Income (GAAP view)			5
Spread Related Earnings (Management view)			6
Reconciliation of Earnings Measures			7
Net Flows & Outflows Attributable to Athene by Type			8
Condensed Consolidated Balance Sheets			9

ASSETS
Net Invested Assets (Management view) & Agency Ratings			11
Net Alternative Investments (Management view)			12
Credit Quality of Securities & Net Invested Assets			13

LIABILITIES
Net Reserve Liabilities & Rollforwards			17
Deferred Annuity Liability Characteristics			18

ADDITIONAL INFORMATION
Notes to the Financial Supplement			19
Non-GAAP Reconciliations			22


Important Notice

The information included in this financial supplement is unaudited and intended for informational purposes only.

Athene Holding Ltd. (AHL) is a subsidiary of Apollo Global Management, Inc. (AGM).The financial statements and exhibits included in this financial supplement should be read in conjunction with AHL’s reports and other filings with the US Securities and Exchange Commission, including its reports on Form 10-K, Form 10-Q and Form 8-K. This financial supplement does not constitute an offer to sell, or the solicitation of an offer to buy, any security of AHL, and nothing in this financial supplement shall in any way be relied on in connection with investment decisions. Each recipient of the information contained in this financial supplement is responsible for making its own independent assessment of the business, financial condition, prospects, status and affairs of AHL.

AHL undertakes no obligation to update or correct the information in this financial supplement. AHL makes no representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of any of the information contained in this financial supplement. AHL does not accept any liability whatsoever for any direct, indirect or consequential losses (in contract, tort or otherwise) arising from the use of this financial supplement or its contents or any reliance on the information contained herein.

This financial supplement includes certain non-GAAP measures, including net investment earnings, cost of funds, other operating expenses, spread related earnings, net investment spread, net spread, adjusted senior debt-to-capital ratio, adjusted leverage ratio, net invested assets, net reserve liabilities, spread related earnings - excluding notable items, net investment spread - excluding notable items and net spread - excluding notable items. Management believes the use of these non-GAAP measures (which are defined and discussed in greater detail and reconciled elsewhere in this financial supplement), together with the relevant GAAP measures, provides information that may enhance an investor’s understanding of AHL’s results of operations and the underlying profitability drivers of AHL’s business. These measures should be considered supplementary to AHL’s results in accordance with US GAAP and should not be viewed as a substitute for the corresponding US GAAP measures.


Financial Highlights Unaudited (in millions, except percentages)

	Quarterly Trends															Δ				Year-to-Date						Δ
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24			Q/Q		Y/Y		2023			2024			Y/Y
SELECTED INCOME STATEMENT DATA
GAAP
Net income available to AHL common stockholder	$	721		$	396		$	442		$	2,925		$	1,147		(61)	%	59	%	$	721		$	1,147		59	%
Return on assets (ROA)	1.15		%	0.60		%	0.66		%	4.10		%	1.48		%	NM		33bps		1.15		%	1.48		%	33bps


NON-GAAP
Spread related earnings (SRE)	$	687		$	799		$	872		$	749		$	816		9	%	19	%	$	687		$	816		19	%
Net spread	1.36		%	1.52		%	1.68		%	1.41		%	1.47		%	6bps		11bps		1.36		%	1.47		%	11bps
Net investment spread	1.83		%	1.99		%	2.13		%	1.80		%	1.83		%	3bps		0bps		1.83		%	1.83		%	0bps

Spread related earnings, excluding notable items1	$	662		$	799		$	782		$	749		$	816		9	%	23	%	$	662		$	816		23	%
Net spread, excluding notable items1	1.31		%	1.52		%	1.51		%	1.41		%	1.47		%	6bps		16bps		1.31		%	1.47		%	16bps
Net investment spread, excluding notable items1	1.78		%	1.99		%	1.96		%	1.80		%	1.83		%	3bps		5bps		1.78		%	1.83		%	5bps

Alternative net investment income delta to long-term expectation2	$	148		$	75		$	96		$	132		$	56		(58)	%	(62)	%	$	148		$	56		(62)	%
Alternative net return delta to long-term expectation	4.88		%	2.47		%	3.25		%	4.53		%	1.90		%	NM		NM		4.88		%	1.90		%	NM
Impact to net spread	0.30		%	0.14		%	0.18		%	0.25		%	0.10		%	(15)bps		(20)bps		0.30		%	0.10		%	(20)bps

SELECTED BALANCE SHEET DATA
GAAP
Total assets	$	257,654		$	269,437		$	269,763		$	300,579		$	320,579		7	%	24	%	$	257,654		$	320,579		24	%
Goodwill	4,061			4,065			4,060			4,065			4,064			—	%	—	%	4,061			4,064			—	%
Total liabilities	244,604			256,203			255,734			279,344			297,423			6	%	22	%	244,604			297,423			22	%
Debt	3,650			3,642			3,634			4,209			5,740			36	%	57	%	3,650			5,740			57	%
Total AHL stockholders' equity	8,698			8,701			8,537			13,838			14,760			7	%	70	%	8,698			14,760			70	%
Debt-to-capital ratio	29.6		%	29.5		%	29.9		%	23.3		%	28.0		%	NM		NM		29.6		%	28.0		%	NM
Leverage ratio	55.1		%	55.1		%	55.8		%	40.8		%	43.4		%	260bps		NM		55.1		%	43.4		%	NM

NON-GAAP
Gross invested assets	$	247,673		$	257,235		$	261,209		$	278,617		$	292,837		5	%	18	%	$	247,673		$	292,837		18	%
Invested assets – ACRA noncontrolling interests	(40,924)			(43,565)			(53,114)			(61,190)			(65,482)			7	%	60	%	(40,924)			(65,482)			60	%
Net invested assets	206,749			213,670			208,095			217,427			227,355			5	%	10	%	206,749			227,355			10	%
Net reserve liabilities	184,891			193,431			185,744			199,289			208,523			5	%	13	%	184,891			208,523			13	%
Notional senior debt	3,400			3,400			3,400			4,000			5,000			25	%	47	%	3,400			5,000			47	%
Adjusted AHL common stockholder’s equity	16,505			17,001			19,089			20,368			21,540			6	%	31	%	16,505			21,540			31	%
Adjusted senior debt-to-capital ratio	14.7		%	14.4		%	13.3		%	14.5		%	16.5		%	200bps		180bps		14.7		%	16.5		%	180bps
Adjusted leverage ratio	21.6		%	21.1		%	19.4		%	20.3		%	22.7		%	240bps		110bps		21.6		%	22.7		%	110bps

INFLOWS DATA
Gross organic inflows	$	11,927		$	18,714		$	12,942		$	19,824		$	20,094		1	%	68	%	$	11,927		$	20,094		68	%
Gross inorganic inflows	—			—			—			2,214			—			NM		NM		—			—			NM
Total gross inflows	$	11,927		$	18,714		$	12,942		$	22,038		$	20,094		(9)	%	68	%	$	11,927		$	20,094		68	%

Note: “NM” represents changes that are not meaningful. Please refer to the Notes to the Financial Supplement section for discussion on non-GAAP metrics and the Non-GAAP Measure Reconciliations section for reconciliations of non-GAAP metrics. 1. Notable items include unusual variability such as actuarial experience, assumption updates and other insurance adjustments. 2. Refers to the amount that as-reported alternative net investment income is below (above) management's long-term expectation of an 11% average annual return. Our long-term expectation is based on historical experience and provides investors with supplemental information for period-to-period comparability as well as a basis for developing expectations of future performance. There is no assurance that management’s expected long-term average annual return will be achieved. Actual results may differ materially.


Condensed Consolidated Statements of Income (GAAP view) Unaudited (in millions, except percentages)

	Quarterly Trends										Δ				Year-to-Date				Δ
	1Q’23		2Q’23		3Q’23		4Q’23		1Q’24		Q/Q		Y/Y		2023		2024		Y/Y
REVENUES
Premiums	$	96	$	9,041	$	26	$	3,586	$	101	(97)	%	5	%	$	96	$	101	5	%
Product charges	198		207		217		226		238		5	%	20	%	198		238		20	%
Net investment income	2,407		2,717		2,928		3,078		3,292		7	%	37	%	2,407		3,292		37	%
Investment related gains (losses)	1,065		366		(2,624)		2,621		1,677		(36)	%	57	%	1,065		1,677		57	%
Other revenues	13		7		564		7		2		(71)	%	(85)	%	13		2		(85)	%
Revenues of consolidated variable interest entities
Net investment income	80		55		75		47		77		64	%	(4)	%	80		77		(4)	%
Investment related gains (losses)	201		293		250		447		334		(25)	%	66	%	201		334		66	%
Total revenues	4,060		12,686		1,436		10,012		5,721		(43)	%	41	%	4,060		5,721		41	%

BENEFITS AND EXPENSES
Interest sensitive contract benefits	1,289		2,012		333		2,595		2,884		11	%	124	%	1,289		2,884		124	%
Future policy and other policy benefits	466		9,512		368		4,088		543		(87)	%	17	%	466		543		17	%
Market risk benefits remeasurement (gains) losses	346		(71)		(441)		570		(154)		NM		NM		346		(154)		NM
Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired	138		153		211		186		207		11	%	50	%	138		207		50	%

Policy and other operating expenses	435		452		472		489		459		(6)	%	6	%	435		459		6	%

Total benefits and expenses	2,674		12,058		943		7,928		3,939		(50)	%	47	%	2,674		3,939		47	%
Income before income taxes	1,386		628		493		2,084		1,782		(14)	%	29	%	1,386		1,782		29	%
Income tax expense (benefit)1	163		133		162		(1,619)		307		NM		88	%	163		307		88	%
Net income	1,223		495		331		3,703		1,475		(60)	%	21	%	1,223		1,475		21	%
Less: Net income (loss) attributable to noncontrolling interests	455		54		(155)		733		283		(61)	%	(38)	%	455		283		(38)	%
Net income attributable to Athene Holding Ltd. stockholders	768		441		486		2,970		1,192		(60)	%	55	%	768		1,192		55	%
Less: Preferred stock dividends	47		45		44		45		45		—	%	(4)	%	47		45		(4)	%
Net income available to Athene Holding Ltd. common stockholder	$	721	$	396	$	442	$	2,925	$	1,147	(61)	%	59	%	$	721	$	1,147	59	%

1. 4Q’23 includes a one-time tax benefit of $1.8 billion resulting from the establishment of deferred tax assets related to the Government of Bermuda’s enactment of the Corporate Income Tax Act of 2023.


Spread Related Earnings (Management view) Unaudited (in millions, except percentages)

	Quarterly Trends															Δ				Year-to-Date						Δ
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24			Q/Q		Y/Y		2023			2024			Y/Y
SPREAD RELATED EARNINGS
Fixed income and other net investment income	$	1,958		$	2,208		$	2,236		$	2,342		$	2,455		5	%	25	%	$	1,958		$	2,455		25	%
Alternative net investment income	185			259			230			190			266			40	%	44	%	185			266			44	%
Net investment earnings	2,143			2,467			2,466			2,532			2,721			7	%	27	%	2,143			2,721			27	%
Strategic capital management fees	14			16			19			23			25			9	%	79	%	14			25			79	%
Cost of funds	(1,235)			(1,437)			(1,384)			(1,594)			(1,723)			8	%	40	%	(1,235)			(1,723)			40	%
Net investment spread	922			1,046			1,101			961			1,023			6	%	11	%	922			1,023			11	%
Other operating expenses	(126)			(118)			(123)			(120)			(116)			(3)	%	(8)	%	(126)			(116)			(8)	%
Interest and other financing costs	(109)			(129)			(106)			(92)			(91)			(1)	%	(17)	%	(109)			(91)			(17)	%
Spread related earnings	$	687		$	799		$	872		$	749		$	816		9	%	19	%	$	687		$	816		19	%

Fixed income and other net investment income	4.13		%	4.46		%	4.58		%	4.66		%	4.66		%	0bps		53bps		4.13		%	4.66		%	53bps
Alternative net investment income	6.12		%	8.53		%	7.75		%	6.47		%	9.10		%	263bps		298bps		6.12		%	9.10		%	298bps
Net investment earnings	4.25		%	4.69		%	4.76		%	4.76		%	4.89		%	13bps		64bps		4.25		%	4.89		%	64bps
Strategic capital management fees	0.03		%	0.03		%	0.04		%	0.04		%	0.04		%	0bps		1bp		0.03		%	0.04		%	1bp
Cost of funds	(2.45)		%	(2.73)		%	(2.67)		%	(3.00)		%	(3.10)		%	10bps		65bps		(2.45)		%	(3.10)		%	65bps
Net investment spread	1.83		%	1.99		%	2.13		%	1.80		%	1.83		%	3bps		0bps		1.83		%	1.83		%	0bps
Other operating expenses	(0.25)		%	(0.22)		%	(0.24)		%	(0.23)		%	(0.21)		%	(2)bps		(4)bps		(0.25)		%	(0.21)		%	(4)bps
Interest and other financing costs	(0.22)		%	(0.25)		%	(0.21)		%	(0.16)		%	(0.15)		%	(1)bp		(7)bps		(0.22)		%	(0.15)		%	(7)bps
Spread related earnings	1.36		%	1.52		%	1.68		%	1.41		%	1.47		%	6bps		11bps		1.36		%	1.47		%	11bps

Average net invested assets - fixed income and other	$	189,509		$	198,063		$	195,448		$	201,035		$	210,688		5	%	11	%	$	189,509		$	210,688		11	%
Average net invested assets - alternatives	12,091			12,146			11,864			11,726			11,703			—	%	(3)	%	12,091			11,703			(3)	%
Average net invested assets	$	201,600		$	210,209		$	207,312		$	212,761		$	222,391		5	%	10	%	$	201,600		$	222,391		10	%

Note: Please refer to the Notes to the Financial Supplement section for discussion on spread related earnings.


Reconciliation of Earnings Measures Unaudited (in millions, except percentages)

	Quarterly Trends										Δ				Year-to-Date				Δ
	1Q’23		2Q’23		3Q’23		4Q’23		1Q’24		Q/Q		Y/Y		2023		2024		Y/Y
RECONCILIATION OF NET INCOME AVAILABLE TO ATHENE HOLDING LTD. COMMON STOCKHOLDER TO SPREAD RELATED EARNINGS
Net income available to Athene Holding Ltd. common stockholder	$	721	$	396	$	442	$	2,925	$	1,147	(61)	%	59	%	$	721	$	1,147	59	%
Preferred stock dividends	47		45		44		45		45		—	%	(4)	%	47		45		(4)	%
Net income (loss) attributable to noncontrolling interests	455		54		(155)		733		283		(61)	%	(38)	%	455		283		(38)	%
Net income	1,223		495		331		3,703		1,475		(60)	%	21	%	1,223		1,475		21	%
Income tax expense (benefit)	163		133		162		(1,619)		307		NM		88	%	163		307		88	%
Income before income taxes	1,386		628		493		2,084		1,782		(14)	%	29	%	1,386		1,782		29	%
Realized gains (losses) on sale of AFS securities	(59)		(81)		(29)		(34)		(23)		32	%	61	%	(59)		(23)		61	%
Unrealized, allowances and other investment gains (losses)	92		(338)		(261)		256		21		(92)	%	(77)	%	92		21		(77)	%
Change in fair value of reinsurance assets	357		(153)		(384)		765		(35)		NM		NM		357		(35)		NM
Offsets to investment gains (losses)	7		9		11		12		15		25	%	114	%	7		15		114	%
Investment gains (losses), net of offsets	397		(563)		(663)		999		(22)		NM		NM		397		(22)		NM
Change in fair values of derivatives and embedded derivatives - FIAs	143		206		(141)		59		484		NM		238	%	143		484		238	%
Non-operating change in funding agreements	(6)		10		12		19		23		21	%	NM		(6)		23		NM
Change in fair value of market risk benefits	(271)		133		565		(498)		201		NM		NM		(271)		201		NM
Non-operating change in liability for future policy benefits	(1)		(45)		(5)		2		(35)		NM		NM		(1)		(35)		NM
Non-operating change in insurance liabilities and related derivatives	(135)		304		431		(418)		673		NM		NM		(135)		673		NM
Integration, restructuring and other non-operating expenses	(29)		(28)		(41)		(32)		(30)		(6)	%	3	%	(29)		(30)		3	%
Stock compensation expense	(16)		(13)		(13)		(46)		(13)		(72)	%	(19)	%	(16)		(13)		(19)	%
Preferred stock dividends	47		45		44		45		45		—	%	(4)	%	47		45		(4)	%
Noncontrolling interests - pre-tax income (loss) and VIE adjustments	435		84		(137)		787		313		(60)	%	(28)	%	435		313		(28)	%
Less: Total adjustments to income before income taxes	699		(171)		(379)		1,335		966		(28)	%	38	%	699		966		38	%
Spread related earnings	$	687	$	799	$	872	$	749	$	816	9	%	19	%	$	687	$	816	19	%

Note: Please refer to the Notes to the Financial Supplement section for discussion on spread related earnings.


Net Flows & Outflows Attributable to Athene by Type Unaudited (in millions, except percentages)

	Quarterly Trends															Δ				Year-to-Date						Δ
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24			Q/Q		Y/Y		2023			2024			Y/Y
NET FLOWS
Retail	$	8,578		$	6,782		$	6,523		$	13,410		$	9,663		(28)	%	13	%	$	8,578		$	9,663		13	%
Flow reinsurance	1,793			2,782			3,174			2,798			2,390			(15)	%	33	%	1,793			2,390			33	%
Funding agreements1	1,500			148			3,245			2,300			8,041			250	%	NM		1,500			8,041			NM
Pension group annuities	56			9,002			—			1,316			—			NM		NM		56			—			NM
Gross organic inflows	11,927			18,714			12,942			19,824			20,094			1	%	68	%	11,927			20,094			68	%
Gross inorganic inflows2	—			—			—			2,214			—			NM		NM		—			—			NM
Total gross inflows	11,927			18,714			12,942			22,038			20,094			(9)	%	68	%	11,927			20,094			68	%
Gross outflows3	(6,879)			(9,135)			(10,738)			(7,116)			(8,035)			13	%	17	%	(6,879)			(8,035)			17	%
Net flows	$	5,048		$	9,579		$	2,204		$	14,922		$	12,059		(19)	%	139	%	$	5,048		$	12,059		139	%

Inflows attributable to Athene4	$	11,896		$	14,977		$	3,101		$	13,026		$	14,591		12	%	23	%	$	11,896		$	14,591		23	%
Inflows attributable to ADIP4,5	31			3,737			9,841			9,012			4,437			(51)	%	NM		31			4,437			NM
Inflows ceded to third-party reinsurers6	—			—			—			—			1,066			NM		NM		—			1,066			NM
Total gross inflows	$	11,927		$	18,714		$	12,942		$	22,038		$	20,094		(9)	%	68	%	$	11,927		$	20,094		68	%

Outflows attributable to Athene	$	(5,531)		$	(7,891)		$	(9,550)		$	(5,791)		$	(6,748)		17	%	22	%	$	(5,531)		$	(6,748)		22	%
Outflows attributable to ADIP5	(1,348)			(1,244)			(1,188)			(1,325)			(1,287)			(3)	%	(5)	%	(1,348)			(1,287)			(5)	%
Total gross outflows3	$	(6,879)		$	(9,135)		$	(10,738)		$	(7,116)		$	(8,035)		13	%	17	%	$	(6,879)		$	(8,035)		17	%

OUTFLOWS ATTRIBUTABLE TO ATHENE BY TYPE
Maturity-driven, contractual-based outflows7	$	(1,717)		$	(3,981)		$	(3,243)		$	(1,952)		$	(2,818)		44	%	64	%	$	(1,717)		$	(2,818)		64	%
Policyholder-driven outflows8	(3,814)			(3,910)			(3,584)			(3,839)			(3,930)			2	%	3	%	(3,814)			(3,930)			3	%
Income oriented withdrawals (planned)9	(1,766)			(1,750)			(1,617)			(1,831)			(1,691)			(8)	%	(4)	%	(1,766)			(1,691)			(4)	%
From policies out-of-surrender-charge (planned)10	(1,480)			(1,377)			(1,326)			(1,365)			(1,512)			11	%	2	%	(1,480)			(1,512)			2	%
From policies in-surrender-charge (unplanned)11	(568)			(783)			(641)			(643)			(727)			13	%	28	%	(568)			(727)			28	%
Core outflows	(5,531)			(7,891)			(6,827)			(5,791)			(6,748)			17	%	22	%	(5,531)			(6,748)			22	%
Strategic reinsurance transactions12	—			—			(2,723)			—			—			NM		NM		—			—			NM
Outflows attributable to Athene	$	(5,531)		$	(7,891)		$	(9,550)		$	(5,791)		$	(6,748)		17	%	22	%	$	(5,531)		$	(6,748)		22	%

Annualized rate13
Maturity-driven, contractual-based outflows7	(3.4)		%	(7.6)		%	(6.3)		%	(3.7)		%	(5.1)		%	140bps		170bps		(3.4)		%	(5.1)		%	170bps
Policyholder-driven outflows8	(7.6)		%	(7.4)		%	(6.9)		%	(7.2)		%	(7.0)		%	(20)bps		(60)bps		(7.6)		%	(7.0)		%	(60)bps
Income oriented withdrawals (planned)9	(3.5)		%	(3.3)		%	(3.1)		%	(3.4)		%	(3.0)		%	(40)bps		(50)bps		(3.5)		%	(3.0)		%	(50)bps
From policies out-of-surrender-charge (planned)10	(3.0)		%	(2.6)		%	(2.6)		%	(2.6)		%	(2.7)		%	10bps		(30)bps		(3.0)		%	(2.7)		%	(30)bps
From policies in-surrender-charge (unplanned)11	(1.1)		%	(1.5)		%	(1.2)		%	(1.2)		%	(1.3)		%	10bps		20bps		(1.1)		%	(1.3)		%	20bps
Core outflows	(11.0)		%	(15.0)		%	(13.2)		%	(10.9)		%	(12.1)		%	120bps		110bps		(11.0)		%	(12.1)		%	110bps
Strategic reinsurance transactions12	—		%	—		%	(5.2)		%	—		%	—		%	NM		NM		—		%	—		%	NM
Outflows attributable to Athene	(11.0)		%	(15.0)		%	(18.4)		%	(10.9)		%	(12.1)		%	120bps		110bps		(11.0)		%	(12.1)		%	110bps

1 Funding agreements are comprised of funding agreements issued under our funding agreement backed notes (FABN) program, secured and other funding agreements, funding agreements issued to the Federal Home Loan Bank (FHLB) and long-term repurchase agreements. 2 Gross inorganic inflows represent acquisitions and block reinsurance transactions. On November 6, 2023, we entered into an agreement with a Japanese counterparty, effective October 1, 2023, pursuant to which we agreed to reinsure a block of whole life insurance policies on a coinsurance basis. In conjunction with the transaction, we entered into an agreement with a leading mortality reinsurer to retrocede the mortality risk related to this block of business. 3 Gross outflows include full and partial policyholder withdrawals on deferred annuities, death benefits, pension group annuity benefit payments, payments on payout annuities, funding agreement repurchases and maturities and block reinsurance outflows. 4 Effective July 1, 2023, Athene Life Re Ltd. (ALRe) sold 50% of Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd.’s (together with its subsidiaries, ACRA 2) economic interests to Apollo/Athene Dedicated Investment Program II (ADIP II), resulting in approximately $6.8 billion of inflows attributable to Athene for the first six months of 2023 being retroactively attributed to ADIP II. Effective December 31, 2023, ADIP II’s ownership of economic interests in ACRA 2 increased to 60%, with ALRe owning the remaining 40% of the economic interests. This resulted in approximately $3.0 billion of inflows attributable to Athene for the year ended December 31, 2023 being retroactively attributed to ADIP II. These were reflected as an inflow for ADIP and a reduction of Athene inflows in 3Q’23 and 4Q’23, respectively. 5 ADIP refers to Apollo/Athene Dedicated Investment Program (ADIP I) and ADIP II and represents the noncontrolling interests in business ceded to ACRA. 6 During the first quarter of 2024, we entered into a modco reinsurance agreement with Catalina Re Archdale Life Insurance Company Ltd., a subsidiary of Catalina Holdings (Bermuda) Ltd. (together with its subsidiaries, Catalina), to cede a quota share of our retail deferred annuity business issued on or after January 1, 2024. 7 Represents outflows from funding agreements, pension group annuities and multi-year guarantee fixed annuities (MYGA), all of which occur based on defined maturities or substantially lapse upon reaching their contractual term. Amounts may vary on a quarterly basis, based on the timing of original issuance. 8 Represents outflows from fixed indexed annuities and other applicable products, which have varying degrees of predictability due to policyholder actions. 9 Represents partial annuity withdrawals to meet retirement income needs within contractual annual limits. 10 Represents outflows from policies that no longer have an active surrender charge in force. 11 Represents outflows from policies with an active surrender charge in force. 12 Strategic reinsurance transaction outflows include the portion of the reinsurance business recaptured by Venerable Insurance and Annuity Company (VIAC) in 3Q’23. 13 The outflow rate is calculated as outflows attributable to Athene divided by average net invested assets for the respective period, on an annualized basis.


Condensed Consolidated Balance Sheets Unaudited (in millions, except percentages)

	December 31, 2023		March 31, 2024		Δ
ASSETS
Investments
Available-for-sale securities, at fair value	$	134,338	$	142,873	6	%
Trading securities, at fair value	1,706		1,685		(1)	%
Equity securities	1,293		1,651		28	%
Mortgage loans, at fair value	44,115		48,207		9	%
Investment funds	109		110		1	%
Policy loans	334		330		(1)	%
Funds withheld at interest	24,359		23,230		(5)	%
Derivative assets	5,298		7,159		35	%
Short-term investments, at fair value	341		340		—	%
Other investments	1,206		1,371		14	%
Total investments	213,099		226,956		7	%
Cash and cash equivalents	13,020		15,250		17	%
Restricted cash	1,761		1,575		(11)	%
Investments in related parties
Available-for-sale securities, at fair value	14,009		16,378		17	%
Trading securities, at fair value	838		781		(7)	%
Equity securities, at fair value	318		315		(1)	%
Mortgage loans, at fair value	1,281		1,263		(1)	%
Investment funds	1,632		1,626		—	%
Funds withheld at interest	6,474		6,028		(7)	%
Short-term investments	947		556		(41)	%
Other investments, at fair value	343		336		(2)	%
Accrued investment income	1,933		2,332		21	%
Reinsurance recoverable	4,154		5,183		25	%
Deferred acquisition costs, deferred sales inducements and value of business acquired	5,979		6,408		7	%
Goodwill	4,065		4,064		—	%
Other assets	10,179		10,185		—	%
Assets of consolidated variable interest entities
Investments
Trading securities, at fair value	2,136		2,034		(5)	%

Mortgage loans, at fair value	2,173		2,147		(1)	%
Investment funds, at fair value	15,927		16,816		6	%
Other investments, at fair value	103		121		17	%
Cash and cash equivalents	98		93		(5)	%
Other assets	110		132		20	%
Total assets	$	300,579	$	320,579	7	%


Condensed Consolidated Balance Sheets, continued Unaudited (in millions, except percentages)

	December 31, 2023		March 31, 2024		Δ
LIABILITIES
Interest sensitive contract liabilities	$	204,670	$	220,234	8	%
Future policy benefits	53,287		51,672		(3)	%
Market risk benefits	3,751		3,723		(1)	%



Debt	4,209		5,740		36	%
Derivative liabilities	1,995		2,429		22	%
Payables for collateral on derivatives and securities to repurchase	7,536		8,147		8	%

Other liabilities	2,781		4,396		58	%


Liabilities of consolidated variable interest entities	1,115		1,082		(3)	%
Total liabilities	279,344		297,423		6	%

EQUITY
Preferred stock	—		—		NM
Common stock	—		—		NM
Additional paid-in capital	19,499		19,520		—	%
Retained earnings (accumulated deficit)	(92)		868		NM
Accumulated other comprehensive loss	(5,569)		(5,628)		(1)	%
Total Athene Holding Ltd. stockholders' equity	13,838		14,760		7	%
Noncontrolling interests	7,397		8,396		14	%
Total equity	21,235		23,156		9	%
Total liabilities and equity	$	300,579	$	320,579	7	%


Net Invested Assets (Management view) & Agency Ratings Unaudited (in millions, except percentages)

	December 31, 2023				March 31, 2024
	Invested Asset Value1		Percent of Total		Invested Asset Value1		Percent of Total
NET INVESTED ASSETS
Corporate	$	82,883	38.1	%	$	86,528	38.1	%
CLO	20,538		9.4	%	21,466		9.4	%
Credit	103,421		47.5	%	107,994		47.5	%
CML	25,977		11.9	%	27,008		11.9	%
RML	18,021		8.3	%	19,859		8.7	%
RMBS	7,795		3.6	%	7,741		3.4	%
CMBS	5,580		2.6	%	5,805		2.6	%
Real estate	57,373		26.4	%	60,413		26.6	%
ABS	22,202		10.2	%	23,897		10.5	%
Alternative investments	11,659		5.4	%	11,747		5.2	%
State, municipal, political subdivisions and foreign government	3,384		1.5	%	3,373		1.5	%
Equity securities	1,727		0.8	%	1,979		0.9	%
Short-term investments	1,048		0.5	%	859		0.4	%
US government and agencies	4,052		1.9	%	4,420		1.9	%
Other investments	44,072		20.3	%	46,275		20.4	%
Cash and equivalents	10,467		4.8	%	10,294		4.5	%
Policy loans and other	2,094		1.0	%	2,379		1.0	%
Net invested assets	$	217,427	100.0	%	$	227,355	100.0	%

AM Best

Standard & Poor’s

Fitch

Moody’s

FINANCIAL STRENGTH RATINGS

Athene Annuity & Life Assurance Company

A+

Athene Annuity and Life Company

A+

Athene Annuity & Life Assurance Company of New York

A+

Athene Life Insurance Company of New York

Athene Annuity Re Ltd.

A+

Athene Life Re Ltd.

A+

Athene Life Re International Ltd.

A+

Athene Co-Invest Reinsurance Affiliate 1A Ltd. and Athene Co-Invest Reinsurance Affiliate 1B Ltd.

A+

Athene Co-Invest Reinsurance Affiliate 2A Ltd. and Athene Co-Invest Reinsurance Affiliate 2B Ltd.

A+

Athene Co-Invest Reinsurance Affiliate International Ltd.

A+

CREDIT RATINGS

Athene Holding Ltd.

bbb+

A-

Senior notes

bbb+

A-

BBB+

Baa1

Subordinated notes

BBB

BBB-

Baa2

1 Please refer to the Notes to the Financial Supplement section for discussion on net invested assets, including net alternative investments, and the Non-GAAP Measure Reconciliations section for the reconciliation of investments, including related parties, to net invested assets. Net invested assets include our economic ownership of ACRA investments but do not include the investments associated with the noncontrolling interests.


Net Alternative Investments (Management view) Unaudited (in millions, except percentages)

	December 31, 2023				March 31, 2024
	Invested Asset Value1		Percent of Total		Invested Asset Value1		Percent of Total
NET ALTERNATIVE INVESTMENTS
Strategic origination platforms
Wheels	$	691	5.9	%	$	683	5.8	%
Redding Ridge	571		4.9	%	564		4.8	%
MidCap Financial	528		4.5	%	495		4.2	%
NNN Lease	459		3.9	%	428		3.6	%
Aqua Finance	215		1.8	%	269		2.3	%
PK AirFinance	251		2.2	%	241		2.1	%
Foundation Home Loans	242		2.1	%	229		1.9	%
Other	243		2.1	%	230		2.0	%
Total strategic origination platforms	3,200		27.4	%	3,139		26.7	%
Retirement services platforms
Athora	1,106		9.5	%	1,116		9.5	%
Catalina	382		3.3	%	372		3.2	%
FWD	358		3.1	%	358		3.0	%
Challenger	274		2.4	%	298		2.5	%
Venerable	181		1.5	%	184		1.6	%

Total retirement services platforms	2,301		19.8	%	2,328		19.8	%
Apollo and other fund investments
Equity
Traditional private equity	1,157		9.9	%	1,140		9.7	%
Real estate	969		8.3	%	884		7.5	%
Other	189		1.6	%	190		1.6	%
Total equity	2,315		19.8	%	2,214		18.8	%
Hybrid
Real estate	1,123		9.6	%	1,069		9.1	%
Other	1,479		12.7	%	1,465		12.5	%
Total hybrid	2,602		22.3	%	2,534		21.6	%
Yield	867		7.5	%	887		7.6	%
Total Apollo and other fund investments	5,784		49.6	%	5,635		48.0	%
Other2	374		3.2	%	645		5.5	%
Net alternative investments3	$	11,659	100.0	%	$	11,747	100.0	%

1 Please refer to the Notes to the Financial Supplement section for discussion on net invested assets, including net alternative investments, and the Non-GAAP Measure Reconciliations section for the reconciliations of investments, including related parties, to net invested assets and investment funds, including related parties and consolidated VIEs, to net alternative investments. Net invested assets include our economic ownership of ACRA investments but do not include the investments associated with the noncontrolling interests. Net alternative invested asset values reflect Athene’s ownership of Apollo Aligned Alternatives, L.P. (AAA). Athene’s ownership percentage of AAA was approximately 66% and 69% as of March 31, 2024 and December 31, 2023, respectively. 2 Other primarily includes cash and royalties. 3 Net alternative investments do not correspond to total investment funds, including related parties and consolidated VIEs, on our condensed consolidated balance sheets. Net alternative investments adjusts the GAAP presentation to include certain equity securities that are included in AFS or trading securities in the GAAP view, investment funds included in our funds withheld at interest and modco reinsurance portfolios, royalties and other investments.


Credit Quality of Securities Unaudited (in millions, except percentages)

	December 31, 2023				March 31, 2024
CREDIT QUALITY OF AFS SECURITIES (GAAP VIEW)	Fair Value		Percent of Total		Fair Value		Percent of Total
National Association of Insurance Commissioners (NAIC) designation
1 A-G	$	81,549	55.0	%	$	86,887	54.5	%
2 A-C	61,664		41.5	%	67,476		42.4	%
Total investment grade	143,213		96.5	%	154,363		96.9	%
3 A-C	3,544		2.4	%	3,269		2.1	%
4 A-C	1,013		0.7	%	1,090		0.7	%
5 A-C	129		0.1	%	144		0.1	%
6	448		0.3	%	385		0.2	%
Total below investment grade	5,134		3.5	%	4,888		3.1	%
Total AFS securities including related parties	$	148,347	100.0	%	$	159,251	100.0	%

Nationally Recognized Statistical Rating Organization (NRSRO) designation
AAA/AA/A	$	71,887	48.5	%	$	76,596	48.1	%
BBB	58,010		39.1	%	62,833		39.4	%
Non-rated1	11,427		7.7	%	13,293		8.3	%
Total investment grade	141,324		95.3	%	152,722		95.8	%
BB	3,421		2.3	%	3,110		2.0	%
B	826		0.6	%	769		0.5	%
CCC	1,037		0.6	%	1,049		0.7	%
CC and lower	739		0.5	%	715		0.4	%
Non-rated1	1,000		0.7	%	886		0.6	%
Total below investment grade	7,023		4.7	%	6,529		4.2	%
Total AFS securities including related parties	$	148,347	100.0	%	$	159,251	100.0	%

1 Securities denoted as non-rated by the NRSRO were classified as investment or non-investment grade according to the security’s respective NAIC designation. With respect to modeled loan backed and structured securities (LBaSS), the NAIC designation methodology differs in significant respects from the NRSRO ratings methodology. The NRSRO ratings methodology is focused on the likelihood of recovery of all contractual payments, including principal at par regardless of entry price, while the NAIC designation methodology considers an investment at amortized cost, and the likelihood of recovery of that book value. We view the NAIC designation methodology as the most appropriate way to view our AFS portfolio when evaluating credit risk since a portion of our holdings were purchased at a significant discount to par.


Credit Quality of Net Invested Assets (Management view) Unaudited (In millions, except percentages)

	December 31, 2023				March 31, 2024					December 31, 2023				March 31, 2024
	Invested Asset Value1		% of Total		Invested Asset Value1		% of Total			Invested Asset Value1		% of Total		Invested Asset Value1		% of Total
CREDIT QUALITY OF NET INVESTED ASSETS									CREDIT QUALITY OF NET INVESTED ASSETS
NAIC designation									NRSRO designation
1 A-G	$	79,503	53.9	%	$	83,181	54.0	%	AAA/AA/A	$	67,768	45.9	%	$	71,367	46.3	%
2 A-C	61,775		41.9	%	64,882		42.1	%	BBB	57,345		38.9	%	59,565		38.7	%
Non-rated	322		0.2	%	387		0.2	%	Non-rated2	14,397		9.8	%	15,764		10.2	%
Total investment grade	141,600		96.0	%	148,450		96.3	%	Total investment grade	139,510		94.6	%	146,696		95.2	%
3 A-C	3,833		2.6	%	3,485		2.3	%	BB	3,551		2.4	%	3,182		2.1	%
4 A-C	1,170		0.8	%	1,319		0.9	%	B	915		0.6	%	856		0.6	%
5 A-C	357		0.2	%	391		0.2	%	CCC	1,280		0.9	%	1,288		0.8	%
6	522		0.4	%	444		0.3	%	CC and lower	940		0.6	%	909		0.6	%
Non-rated	—		—	%	—		—	%	Non-rated2	1,286		0.9	%	1,158		0.7	%
Total below investment grade	5,882		4.0	%	5,639		3.7	%	Total below investment grade	7,972		5.4	%	7,393		4.8	%
Total NAIC designated assets3	147,482		100.0	%	154,089		100.0	%	Total NRSRO designated assets3	147,482		100.0	%	154,089		100.0	%

Assets without NAIC designation									Assets without NRSRO designation
Commercial mortgage loans									Commercial mortgage loans
CM1	4,384		16.9	%	4,354		16.1	%	CM1	4,384		16.9	%	4,354		16.1	%
CM2	15,645		60.2	%	16,644		61.6	%	CM2	15,645		60.2	%	16,644		61.6	%
CM3	5,304		20.4	%	5,319		19.7	%	CM3	5,304		20.4	%	5,319		19.7	%
CM4	623		2.4	%	631		2.3	%	CM4	623		2.4	%	631		2.3	%
CM5	—		—	%	—		—	%	CM5	—		—	%	—		—	%
CM6	13		0.1	%	20		0.1	%	CM6	13		0.1	%	20		0.1	%
CM7	8		—	%	40		0.2	%	CM7	8		—	%	40		0.2	%
Total CMLs	25,977		100.0	%	27,008		100.0	%	Total CMLs	25,977		100.0	%	27,008		100.0	%
Residential mortgage loans									Residential mortgage loans
In good standing	17,503		97.1	%	19,335		97.4	%	In good standing	17,503		97.1	%	19,335		97.4	%
90 days late	407		2.3	%	400		2.0	%	90 days late	407		2.3	%	400		2.0	%
In foreclosure	111		0.6	%	124		0.6	%	In foreclosure	111		0.6	%	124		0.6	%
Total RMLs	18,021		100.0	%	19,859		100.0	%	Total RMLs	18,021		100.0	%	19,859		100.0	%
Alternative investments	11,659				11,747				Alternative investments	11,659				11,747
Cash and equivalents	10,467				10,294				Cash and equivalents	10,467				10,294
Equity securities	1,727				1,979				Equity securities	1,727				1,979
Other4	2,094				2,379				Other4	2,094				2,379
Net invested assets	$	217,427			$	227,355			Net invested assets	$	217,427			$	227,355

1 Please refer to the Notes to the Financial Supplement section for discussion on net invested assets and the Non-GAAP Measure Reconciliations section for the reconciliation of total investments, including related parties, to net invested assets. 2 Securities denoted as non-rated by the NRSRO were classified as investment or non-investment grade according to the security’s respective NAIC designation. With respect to modeled LBaSS, the NAIC designation methodology differs in significant respects from the NRSRO ratings methodology. 3 NAIC and NRSRO designations include corporates, CLO, RMBS, CMBS, ABS, state, municipal, political subdivisions and foreign government securities, short-term investments and US government and agency securities. 4 Other includes policy loans, accrued interest and other net invested assets.


Credit Quality of Net Invested Assets - ABS and CLOs (Management view) Unaudited (In millions, except percentages)

	December 31, 2023				March 31, 2024					December 31, 2023				March 31, 2024
	Invested Asset Value1		% of Total		Invested Asset Value1		% of Total			Invested Asset Value1		% of Total		Invested Asset Value1		% of Total
CREDIT QUALITY OF ABS – NAIC DESIGNATION									CREDIT QUALITY OF ABS – NRSRO DESIGNATION
1 A-G	$	13,700	61.7	%	$	15,575	65.2	%	AAA/AA/A	$	12,117	54.6	%	$	13,467	56.4	%
2 A-C	7,227		32.6	%	7,125		29.8	%	BBB	8,407		37.9	%	7,206		30.1	%
Non-rated	—		—	%	—		—	%	Non-rated2	403		1.8	%	2,027		8.5	%
Total investment grade	20,927		94.3	%	22,700		95.0	%	Total investment grade	20,927		94.3	%	22,700		95.0	%
3 A-C	809		3.6	%	758		3.2	%	BB	822		3.6	%	770		3.2	%
4 A-C	261		1.2	%	232		1.0	%	B	248		1.1	%	220		0.9	%
5 A-C	125		0.5	%	127		0.4	%	CCC	12		0.1	%	12		0.1	%
6	80		0.4	%	80		0.4	%	CC and lower	35		0.2	%	36		0.2	%
Non-rated	—		—	%	—		—	%	Non-rated2	158		0.7	%	159		0.6	%
Total below investment grade	1,275		5.7	%	1,197		5.0	%	Total below investment grade	1,275		5.7	%	1,197		5.0	%
ABS net invested assets	$	22,202	100.0	%	$	23,897	100.0	%	ABS net invested assets	$	22,202	100.0	%	$	23,897	100.0	%

CREDIT QUALITY OF CLOs – NAIC DESIGNATION									CREDIT QUALITY OF CLOs – NRSRO DESIGNATION
1 A-G	$	13,232	64.4	%	$	13,924	64.9	%	AAA/AA/A	$	13,232	64.4	%	$	13,918	64.9	%
2 A-C	7,161		34.9	%	7,414		34.5	%	BBB	7,161		34.9	%	7,414		34.5	%
Non-rated	—		—	%	—		—	%	Non-rated2	—		—	%	6		—	%
Total investment grade	20,393		99.3	%	21,338		99.4	%	Total investment grade	20,393		99.3	%	21,338		99.4	%
3 A-C	126		0.6	%	109		0.5	%	BB	126		0.6	%	109		0.5	%
4 A-C	19		0.1	%	19		0.1	%	B	19		0.1	%	19		0.1	%
5 A-C	—		—	%	—		—	%	CCC	—		—	%	—		—	%
6	—		—	%	—		—	%	CC and lower	—		—	%	—		—	%
Non-rated	—		—	%	—		—	%	Non-rated2	—		—	%	—		—	%
Total below investment grade	145		0.7	%	128		0.6	%	Total below investment grade	145		0.7	%	128		0.6	%
CLO net invested assets	$	20,538	100.0	%	$	21,466	100.0	%	CLO net invested assets	$	20,538	100.0	%	$	21,466	100.0	%

1 Please refer to the Notes to the Financial Supplement section for discussion on net invested assets and the Non-GAAP Measure Reconciliations section for the reconciliation of total investments, including related parties, to net invested assets. 2 Securities denoted as non-rated by the NRSRO were classified as investment or non-investment grade according to the security’s respective NAIC designation. With respect to modeled LBaSS, the NAIC designation methodology differs in significant respects from the NRSRO ratings methodology.


Credit Quality of Net Invested Assets - RMBS and CMBS (Management view) Unaudited (In millions, except percentages)

	December 31, 2023				March 31, 2024					December 31, 2023				March 31, 2024
	Invested Asset Value1		% of Total		Invested Asset Value1		% of Total			Invested Asset Value1		% of Total		Invested Asset Value1		% of Total
CREDIT QUALITY OF RMBS – NAIC DESIGNATION									CREDIT QUALITY OF RMBS – NRSRO DESIGNATION
1 A-G	$	6,714	86.1	%	$	6,682	86.3	%	AAA/AA/A	$	2,344	30.1	%	$	2,443	31.6	%
2 A-C	262		3.4	%	270		3.5	%	BBB	475		6.1	%	407		5.2	%
Non-rated	—		—	%	—		—	%	Non-rated2	2,324		29.8	%	2,350		30.4	%
Total investment grade	6,976		89.5	%	6,952		89.8	%	Total investment grade	5,143		66.0	%	5,200		67.2	%
3 A-C	335		4.3	%	325		4.2	%	BB	99		1.3	%	61		0.8	%
4 A-C	323		4.2	%	306		4.0	%	B	128		1.6	%	150		1.9	%
5 A-C	89		1.1	%	87		1.1	%	CCC	1,144		14.7	%	1,113		14.4	%
6	72		0.9	%	71		0.9	%	CC and lower	835		10.7	%	800		10.3	%
Non-rated	—		—	%	—		—	%	Non-rated2	446		5.7	%	417		5.4	%
Total below investment grade	819		10.5	%	789		10.2	%	Total below investment grade	2,652		34.0	%	2,541		32.8	%
RMBS net invested assets	$	7,795	100.0	%	$	7,741	100.0	%	RMBS net invested assets	$	7,795	100.0	%	$	7,741	100.0	%

CREDIT QUALITY OF CMBS – NAIC DESIGNATION									CREDIT QUALITY OF CMBS – NRSRO DESIGNATION
1 A-G	$	4,000	71.7	%	$	4,195	72.3	%	AAA/AA/A	$	3,447	61.8	%	$	3,647	62.8	%
2 A-C	993		17.8	%	749		12.9	%	BBB	962		17.2	%	978		16.8	%
Non-rated	—		—	%	—		—	%	Non-rated2	291		5.2	%	298		5.2	%
Total investment grade	4,993		89.5	%	4,944		85.2	%	Total investment grade	4,700		84.2	%	4,923		84.8	%
3 A-C	293		5.3	%	299		5.2	%	BB	550		9.9	%	540		9.3	%
4 A-C	151		2.7	%	418		7.2	%	B	216		3.8	%	203		3.5	%
5 A-C	75		1.3	%	76		1.2	%	CCC	89		1.6	%	113		2.0	%
6	68		1.2	%	68		1.2	%	CC and lower	25		0.5	%	26		0.4	%
Non-rated	—		—	%	—		—	%	Non-rated2	—		—	%	—		—	%
Total below investment grade	587		10.5	%	861		14.8	%	Total below investment grade	880		15.8	%	882		15.2	%
CMBS net invested assets	$	5,580	100.0	%	$	5,805	100.0	%	CMBS net invested assets	$	5,580	100.0	%	$	5,805	100.0	%

1 Please refer to the Notes to the Financial Supplement section for discussion on net invested assets and the Non-GAAP Measure Reconciliations section for the reconciliation of total investments, including related parties, to net invested assets. 2 Securities denoted as non-rated by the NRSRO were classified as investment or non-investment grade according to the security’s respective NAIC designation. With respect to modeled LBaSS, the NAIC designation methodology differs in significant respects from the NRSRO ratings methodology.


Net Reserve Liabilities & Rollforwards Unaudited (in millions, except percentages)

	December 31, 2023				March 31, 2024
	Dollars		Percent of Total		Dollars		Percent of Total
NET RESERVE LIABILITIES
Indexed annuities	$	84,444	42.4	%	$	85,056	40.8	%
Fixed rate annuities	53,282		26.7	%	56,581		27.1	%
Total deferred annuities	137,726		69.1	%	141,637		67.9	%
Pension group annuities	26,313		13.2	%	25,502		12.2	%
Payout annuities	4,897		2.4	%	4,781		2.3	%
Funding agreements1	26,637		13.4	%	32,921		15.8	%
Life and other	3,716		1.9	%	3,682		1.8	%
Total net reserve liabilities	$	199,289	100.0	%	$	208,523	100.0	%


	Quarterly Trends										Δ				Year-to-Date				Δ
	1Q’23		2Q’23		3Q’23		4Q’23		1Q’24		Q/Q		Y/Y		2023		2024		Y/Y
NET RESERVE LIABILITY ROLLFORWARD
Net reserve liabilities – beginning	$	175,970	$	184,891	$	193,431	$	185,744	$	199,289	7	%	13	%	$	175,970	$	199,289	13	%
Gross inflows2	12,111		18,989		13,257		20,167		20,408		1	%	69	%	12,111		20,408		69	%
Acquisition and block reinsurance3	—		—		—		2,214		—		NM		NM		—		—		NM
Inflows attributable to ACRA noncontrolling interests	(60)		(3,751)		(3,192)		(6,025)		(4,519)		(25)	%	NM		(60)		(4,519)		NM
Inflows ceded to third-party reinsurers4	—		—		—		—		(1,083)		NM		NM		—		(1,083)		NM
Net inflows	12,051		15,238		10,065		16,356		14,806		(9)	%	23	%	12,051		14,806		23	%
Net withdrawals	(5,531)		(7,891)		(6,827)		(5,791)		(6,748)		17	%	22	%	(5,531)		(6,748)		22	%
Strategic reinsurance outflows5	—		—		(2,723)		—		—		NM		NM		—		—		NM
ACRA ownership changes6	—		—		(7,023)		(3,239)		—		NM		NM		—		—		NM
Other reserve changes	2,401		1,193		(1,179)		6,219		1,176		(81)	%	(51)	%	2,401		1,176		(51)	%
Net reserve liabilities – ending	$	184,891	$	193,431	$	185,744	$	199,289	$	208,523	5	%	13	%	$	184,891	$	208,523	13	%

ACRA NONCONTROLLING INTERESTS RESERVE LIABILITY ROLLFORWARD
Reserve liabilities – beginning	$	35,981	$	35,281	$	37,775	$	46,576	$	56,651	22	%	57	%	$	35,981	$	56,651	57	%
Inflows	60		3,751		3,192		6,025		4,519		(25)	%	NM		60		4,519		NM

Withdrawals	(1,348)		(1,244)		(1,188)		(1,325)		(1,287)		(3)	%	(5)	%	(1,348)		(1,287)		(5)	%
ACRA ownership changes6	—		—		7,023		3,239		—		NM		NM		—		—		NM
Other reserve changes	588		(13)		(226)		2,136		259		(88)	%	(56)	%	588		259		(56)	%
Reserve liabilities – ending	$	35,281	$	37,775	$	46,576	$	56,651	$	60,142	6	%	70	%	$	35,281	$	60,142	70	%

Note: Please refer to the Notes to the Financial Supplement section for discussion on net reserve liabilities and the Non-GAAP Measure Reconciliations section for the reconciliation of total liabilities to net reserve liabilities. Net reserve liabilities include our economic ownership of ACRA reserve liabilities but do not include the reserve liabilities associated with the noncontrolling interests. 1 Funding agreements are comprised of funding agreements issued under our FABN program, secured and other funding agreements, funding agreements issued to the FHLB and long-term repurchase agreements. 2 Gross inflows equal inflows from our retail, flow reinsurance and institutional channels as well as inflows for life and products other than deferred annuities or our institutional products, renewal inflows on older blocks of business, annuitizations and foreign currency translation adjustments on large transactions between the transaction date and the translation period. Gross inflows include all inflows sourced by Athene, including all of the inflows reinsured to ACRA. 3 Acquisition and block reinsurance transactions include the reserve liabilities acquired in our inorganic channel at inception. On November 6, 2023, we entered into an agreement with a Japanese counterparty, effective October 1, 2023, pursuant to which we agreed to reinsure a block of whole life insurance policies on a coinsurance basis. In conjunction with the transaction, we entered into an agreement with a leading mortality reinsurer to retrocede the mortality risk related to this block of business. 4 During the first quarter of 2024, we entered into a modco reinsurance agreement with Catalina to cede a quota share of our retail deferred annuity business issued on or after January 1, 2024. 5 Strategic reinsurance outflows include the portion of the reinsurance business recaptured by VIAC in 3Q’23. 6 Effective July 1, 2023, ALRe sold 50% of ACRA 2’s economic interests to ADIP II, resulting in approximately $6.8 billion of inflows attributable to Athene for the first six months of 2023 being retroactively attributed to ADIP II. The ADIP II reserve liabilities at inception on July 1, 2023 were $7.0 billion. Effective December 31, 2023, ADIP II’s ownership of economic interests in ACRA 2 increased to 60%, with ALRe owning the remaining 40% of the economic interests.


Deferred Annuity Liability Characteristics Unaudited (in millions, except percentages)

	Surrender charge (gross)		Percent of total		Surrender charge (net of MVA)			Percent of total
SURRENDER CHARGE PERCENTAGES ON DEFERRED ANNUITIES NET ACCOUNT VALUE
No Surrender Charge	$	26,188	19.5	%	$	26,188		19.5	%
0.0% < 2.0%	5,249		3.9	%	4,027			3.0	%
2.0% < 4.0%	7,364		5.5	%	5,224			3.9	%
4.0% < 6.0%	12,975		9.7	%	10,011			7.5	%
6.0% or greater	82,232		61.4	%	88,558			66.1	%
	$	134,008	100.0	%	$	134,008		100.0	%

			Surrender charge (gross)		MVA benefit			Surrender charge (net)
Aggregate surrender charge protection			5.9	%	1.6		%	7.5	%


	Deferred annuities		Percent of total		Average surrender charge (gross)
YEARS OF SURRENDER CHARGE REMAINING ON DEFERRED ANNUITIES NET ACCOUNT VALUE
No Surrender Charge	$	26,188	19.5	%	—	%
Less than 2	19,498		14.5	%	5.7	%
2 to less than 4	29,072		21.7	%	6.6	%
4 to less than 6	29,610		22.1	%	7.0	%
6 to less than 8	13,035		9.8	%	8.9	%
8 to less than 10	13,833		10.3	%	8.6	%
10 or greater	2,772		2.1	%	14.2	%
	$	134,008	100.0	%


Notes to the Financial Supplement

KEY OPERATING AND NON-GAAP MEASURES

In addition to our results presented in accordance with US GAAP, we present certain financial information that includes non-GAAP measures. Management believes the use of these non-GAAP measures, together with the relevant US GAAP measures, provides information that may enhance an investor’s understanding of our results of operations and the underlying profitability drivers of our business. The majority of these non-GAAP measures are intended to remove from the results of operations the impact of market volatility (other than with respect to alternative investments), which consists of investment gains (losses), net of offsets, and non-operating change in insurance liabilities and related derivatives, both defined below, as well as integration, restructuring, stock compensation and certain other expenses which are not part of our underlying profitability drivers, as such items fluctuate from period to period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results in accordance with US GAAP and should not be viewed as a substitute for the corresponding US GAAP measures.

SPREAD RELATED EARNINGS AND NET SPREAD

Spread related earnings is a pre-tax non-GAAP measure used to evaluate our financial performance including the impact of any reinsurance transactions and excluding market volatility and expenses related to integration, restructuring, stock compensation and other expenses. Our spread related earnings equals net income (loss) available to AHL common stockholder adjusted to eliminate the impact of the following:

•Investment Gains (Losses), Net of Offsets—Consists of the realized gains and losses on the sale of AFS securities, the change in fair value of reinsurance assets, unrealized gains and losses, changes in the provision for credit losses and other investment gains and losses. Unrealized, allowances and other investment gains and losses are comprised of the fair value adjustments of trading securities (other than certain equity tranche securities) and mortgage loans, investments held under the fair value option, derivative gains and losses not hedging FIA index credits, foreign exchange impacts and the change in provision for credit losses recognized in operations net of the change in AmerUs Closed Block fair value reserve related to the corresponding change in fair value of investments. Investment gains and losses are net of offsets related to the market value adjustments (MVA) associated with surrenders or terminations of contracts.

•Non-operating Change in Insurance Liabilities and Related Derivatives

•Change in Fair Values of Derivatives and Embedded Derivatives – FIAs—Consists of impacts related to the fair value accounting for derivatives hedging the FIA index credits and the related embedded derivative liability fluctuations from period to period. The index reserve is measured at fair value for the current period and all periods beyond the current policyholder index term. However, the FIA hedging derivatives are purchased to hedge only the current index period. Upon policyholder renewal at the end of the period, new FIA hedging derivatives are purchased to align with the new term. The difference in duration between the FIA hedging derivatives and the index credit reserves creates a timing difference in earnings. This timing difference of the FIA hedging derivatives and index credit reserves is included as a non-operating adjustment. We primarily hedge with options that align with the index terms of our FIA products (typically 1–2 years). On an economic basis, we believe this is suitable because policyholder accounts are credited with index performance at the end of each index term. However, because the term of an embedded derivative in an FIA contract is longer-dated, there is a duration mismatch which may lead to mismatches for accounting purposes.

•Non-operating Change in Funding Agreements—Consists of timing differences caused by changes to interest rates on variable funding agreements and funding agreement backed notes and the associated reserve accretion patterns of those contracts. Further included are adjustments for gains associated with our repurchases of funding agreement backed notes.

•Change in Fair Value of Market Risk Benefits—Consists primarily of volatility in capital market inputs used in the measurement at fair value of our market risk benefits, including certain impacts from changes in interest rates, equity returns and implied equity volatilities.

•Non-operating Change in Liability for Future Policy Benefits—Consists of the non-economic loss incurred at issuance for certain pension group annuities and other payout annuities with life contingencies when valuation interest rates prescribed by US GAAP are lower than the net investment earned rates, adjusted for profit, assumed in pricing. For such contracts with non-economic US GAAP losses, the SRE reserve accretes interest using an imputed discount rate that produces zero gain or loss at issuance.

•Integration, Restructuring, and Other Non-operating Expenses—Consists of restructuring and integration expenses related to acquisitions and block reinsurance costs as well as certain other expenses, which are not predictable or related to our underlying profitability drivers.

•Stock Compensation Expense—Consists of stock compensation expenses associated with our share incentive plans, including long-term incentive expenses, which are not related to our underlying profitability drivers and fluctuate from time to time due to the structure of our plans.

•Income Tax (Expense) Benefit—Consists of the income tax effect of all income statement adjustments and is computed by applying the appropriate jurisdiction’s tax rate to all adjustments subject to income tax.

We consider these adjustments to be meaningful adjustments to net income (loss) available to AHL common stockholder for the reasons discussed in greater detail above. Accordingly, we believe using a measure which excludes the impact of these items is useful in analyzing our business performance and the trends in our results of operations. Together with net income (loss) available to AHL common stockholder, we believe spread related earnings provides a meaningful financial metric that helps investors understand our underlying results and profitability. Spread related earnings should not be used as a substitute for net income (loss) available to AHL common stockholder.

Net spread is a non-GAAP measure used to evaluate our financial performance and profitability. Net spread is computed using our spread related earnings divided by average net invested assets for the relevant period. To enhance the ability to analyze this measure across periods, interim periods are annualized. While we believe this metric is a meaningful financial metric and enhances our understanding of the underlying profitability drivers of our business, it should not be used as a substitute for ROA presented under US GAAP.

SRE, EXCLUDING NOTABLE ITEMS AND NET SPREAD, EXCLUDING NOTABLE ITEMS

Spread related earnings, excluding notable items and net spread, excluding notable items represent SRE and net spread with an adjustment to exclude notable items. Notable items include unusual variability such as actuarial experience, assumption updates and other insurance adjustments. We use these measures to assess the long-term performance of the business against projected earnings, by excluding items that are expected to be infrequent or not indicative of the ongoing operations of the business. We view these non-GAAP measures as additional measures that provide insight to management and investors on the historical, period-to-period comparability of our key non-GAAP operating measures.


Notes to the Financial Supplement, continued

NET INVESTMENT SPREAD

Net investment spread is a key measure of profitability used in analyzing the trends of our core business operations. Net investment spread measures our investment performance plus our strategic capital management fees, less our total cost of funds. Net investment earned rate is a key measure of our investment performance while cost of funds is a key measure of the cost of our policyholder benefits and liabilities. Strategic capital management fees consist of management fees received by us for business managed for others.

•Net investment earned rate is a non-GAAP measure we use to evaluate the performance of our net invested assets. Net investment earned rate is computed as the income from our net invested assets divided by the average net invested assets, for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized. The adjustments to net investment income to arrive at our net investment earnings add (a) alternative investment gains and losses, (b) gains and losses related to certain equity securities, (c) net VIE impacts (revenues, expenses and noncontrolling interests), (d) forward points gains and losses on foreign exchange derivative hedges, (e) amortization of premium/discount on held-for-trading securities and (f) the change in fair value of reinsurance assets, and remove the proportionate share of the ACRA net investment income associated with the noncontrolling interests. We include the income and assets supporting our change in fair value of reinsurance assets by evaluating the underlying investments of the funds withheld at interest receivables and we include the net investment income from those underlying investments which does not correspond to the US GAAP presentation of change in fair value of reinsurance assets. We exclude the income and assets on business related to ceded reinsurance transactions. We believe the adjustments for reinsurance provide a net investment earned rate on the assets for which we have economic exposure. We believe a measure like net investment earned rate is useful in analyzing the trends of our core business operations, profitability and pricing discipline. While we believe net investment earned rate is a meaningful financial metric and enhances our understanding of the underlying profitability drivers of our business, it should not be used as a substitute for net investment income presented under US GAAP.

•Cost of funds includes liability costs related to cost of crediting on both deferred annuities and institutional products as well as other liability costs, but does not include the proportionate share of the ACRA cost of funds associated with the noncontrolling interests. Cost of crediting on deferred annuities is the interest credited to the policyholders on our fixed strategies as well as the option costs on the indexed annuity strategies. With respect to FIAs, the cost of providing index credits includes the expenses incurred to fund the annual index credits, and where applicable, minimum guaranteed interest credited. Cost of crediting on institutional products is comprised of (1) pension group annuity costs, including interest credited, benefit payments and other reserve changes, net of premiums received when issued, and (2) funding agreement costs, including the interest payments and other reserve changes. Additionally, cost of crediting includes forward points gains and losses on foreign exchange derivative hedges. Other liability costs include DAC, DSI and VOBA amortization, certain market risk benefit costs, the cost of liabilities on products other than deferred annuities and institutional products, premiums and certain product charges and other revenues. We include the costs related to business added through assumed reinsurance transactions and exclude the costs on business related to ceded reinsurance transactions. Cost of funds is computed as the total liability costs divided by the average net invested assets for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized. We believe a measure like cost of funds is useful in analyzing the trends of our core business operations, profitability and pricing discipline. While we believe cost of funds is a meaningful financial metric and enhances our understanding of the underlying profitability drivers of our business, it should not be used as a substitute for total benefits and expenses presented under US GAAP.

NET INVESTMENT SPREAD, EXCLUDING NOTABLE ITEMS

Net investment spread, excluding notable items represents net investment spread with an adjustment to exclude notable items. Notable items include unusual variability such as actuarial experience, assumption updates and other insurance adjustments. We use this measure to assess the long-term performance of the business against projected earnings, by excluding items that are expected to be infrequent or not indicative of the ongoing operations of the business. We view this non-GAAP measure as an additional measure that provides insight to management and investors on the historical, period-to-period comparability of our key non-GAAP operating measures.

OTHER OPERATING EXPENSES

Other operating expenses excludes integration, restructuring and other non-operating expenses, stock compensation and long-term incentive plan expenses, interest expense, policy acquisition expenses, net of deferrals, and the proportionate share of the ACRA operating expenses associated with the noncontrolling interests. We believe a measure like other operating expenses is useful in analyzing the trends of our core business operations and profitability. While we believe other operating expenses is a meaningful financial metric and enhances our understanding of the underlying profitability drivers of our business, it should not be used as a substitute for policy and other operating expenses presented under US GAAP.

ADJUSTED SENIOR DEBT-TO-CAPITAL RATIO

Adjusted senior debt-to-capital ratio is a non-GAAP measure used to evaluate our capital structure excluding the impacts of AOCI and the cumulative changes in fair value of funds withheld and modco reinsurance assets as well as mortgage loan assets, net of tax. Adjusted senior debt-to-capital ratio is calculated as senior debt at notional value divided by adjusted capitalization. Adjusted capitalization includes our adjusted AHL common stockholder’s equity, preferred stock and the notional value of our total debt. Adjusted AHL common stockholder’s equity is calculated as the ending AHL stockholders’ equity excluding AOCI, the cumulative changes in fair value of funds withheld and modco reinsurance assets and mortgage loan assets as well as preferred stock. These adjustments fluctuate period to period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities, reinsurance assets and mortgage loans. Except with respect to reinvestment activity relating to acquired blocks of businesses, we typically buy and hold investments to maturity throughout the duration of market fluctuations, therefore, the period-over-period impacts in unrealized gains and losses are not necessarily indicative of current operating fundamentals or future performance. Adjusted senior debt-to-capital ratio should not be used as a substitute for the debt-to-capital ratio. However, we believe the adjustments to stockholders’ equity and debt are significant to gaining an understanding of our capitalization, debt utilization and debt capacity.

ADJUSTED LEVERAGE RATIO

Adjusted leverage ratio is a non-GAAP measure used to evaluate our capital structure excluding the impacts of AOCI and the cumulative changes in fair value of funds withheld and modco reinsurance assets as well as mortgage loan assets, net of tax. Adjusted leverage ratio is calculated as total debt at notional value adjusted to exclude 50% of the notional value of subordinated debt as an equity credit plus 50% of preferred stock divided by adjusted capitalization. Adjusted capitalization includes our adjusted AHL common stockholder’s equity, preferred stock and the notional value of our total debt. Adjusted AHL common stockholder’s equity is calculated as the ending AHL stockholders’ equity excluding AOCI, the cumulative changes in fair value of funds withheld and modco reinsurance assets and mortgage loan assets as well as preferred stock. These adjustments fluctuate period to period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities, reinsurance assets and mortgage loans. Except with respect to reinvestment activity relating to acquired blocks of businesses, we typically buy and hold investments to maturity throughout the duration of market fluctuations, therefore, the period-over-period impacts in unrealized gains and losses are not necessarily indicative of current operating fundamentals or future performance. Adjusted leverage ratio should not be used as a substitute for the leverage ratio. However, we believe the adjustments to stockholders’ equity and debt are significant to gaining an understanding of our capitalization, debt and preferred stock utilization and overall leverage capacity, because they provide insight into how rating agencies measure our capitalization, which is a consideration in how we manage our leverage capacity.


Notes to the Financial Supplement, continued

NET INVESTED ASSETS

In managing our business, we analyze net invested assets, which does not correspond to total investments, including investments in related parties, as disclosed in our condensed consolidated financial statements and notes thereto. Net invested assets represent the investments that directly back our net reserve liabilities as well as surplus assets. Net invested assets is used in the computation of net investment earned rate, which allows us to analyze the profitability of our investment portfolio. Net invested assets include (a) total investments on the condensed consolidated balance sheets, with AFS securities, trading securities and mortgage loans at cost or amortized cost, excluding derivatives, (b) cash and cash equivalents and restricted cash, (c) investments in related parties, (d) accrued investment income, (e) VIE assets, liabilities and noncontrolling interest adjustments, (f) net investment payables and receivables, (g) policy loans ceded (which offset the direct policy loans in total investments) and (h) an adjustment for the allowance for credit losses. Net invested assets exclude the derivative collateral offsetting the related cash positions. We include the underlying investments supporting our assumed funds withheld and modco agreements and exclude the underlying investments related to ceded reinsurance transactions in our net invested assets calculation in order to match the assets with the income received. We believe the adjustments for reinsurance provide a view of the assets for which we have economic exposure. Net invested assets include our proportionate share of ACRA investments, based on our economic ownership, but do not include the proportionate share of investments associated with the noncontrolling interests. Our net invested assets are averaged over the number of quarters in the relevant period to compute our net investment earned rate for such period. While we believe net invested assets is a meaningful financial metric and enhances our understanding of the underlying drivers of our investment portfolio, it should not be used as a substitute for total investments, including related parties, presented under US GAAP.

NET RESERVE LIABILITIES

In managing our business, we also analyze net reserve liabilities, which does not correspond to total liabilities as disclosed in our condensed consolidated financial statements and notes thereto. Net reserve liabilities represent our policyholder liability obligations net of reinsurance and are used to analyze the costs of our liabilities. Net reserve liabilities include (a) interest sensitive contract liabilities, (b) future policy benefits, (c) net market risk benefits, (d) long-term repurchase obligations, (e) dividends payable to policyholders and (f) other policy claims and benefits, offset by reinsurance recoverable, excluding policy loans ceded. Net reserve liabilities include our proportionate share of ACRA reserve liabilities, based on our economic ownership, but do not include the proportionate share of reserve liabilities associated with the noncontrolling interests. Net reserve liabilities are net of the ceded liabilities to third-party reinsurers as the costs of the liabilities are passed to such reinsurers and, therefore, we have no net economic exposure to such liabilities, assuming our reinsurance counterparties perform under our agreements. The majority of our ceded reinsurance is a result of strategic reinsurance transactions as well as reinsuring large blocks of life insurance business following acquisitions. For such transactions, US GAAP requires the ceded liabilities and related reinsurance recoverables to continue to be recorded in our consolidated financial statements despite the transfer of economic risk to the counterparty in connection with the reinsurance transaction. We include the underlying liabilities assumed through modco reinsurance agreements in our net reserve liabilities calculation in order to match the liabilities with the expenses incurred. While we believe net reserve liabilities is a meaningful financial metric and enhances our understanding of the underlying profitability drivers of our business, it should not be used as a substitute for total liabilities presented under US GAAP.

SALES

Sales statistics do not correspond to revenues under US GAAP but are used as relevant measures to understand our business performance as it relates to inflows generated during a specific period of time. Our sales statistics include inflows for fixed rate annuities and FIAs and align with the LIMRA definition of all money paid into an individual annuity, including money paid into new contracts with initial purchase occurring in the specified period and existing contracts with initial purchase occurring prior to the specified period (excluding internal transfers). We believe sales is a meaningful metric that enhances our understanding of our business performance and is not the same as premiums presented in our condensed consolidated statements of income (loss).


Non-GAAP Reconciliations Unaudited (in millions, except percentages)

	Quarterly Trends
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24
RECONCILIATION OF TOTAL AHL STOCKHOLDERS’ EQUITY TO TOTAL ADJUSTED AHL COMMON STOCKHOLDER’S EQUITY
Total AHL stockholders’ equity	$	8,698		$	8,701		$	8,537		$	13,838		$	14,760
Less: Preferred stock	3,154			3,154			3,154			3,154			3,154
Total AHL common stockholder’s equity	5,544			5,547			5,383			10,684			11,606
Less: Accumulated other comprehensive loss	(6,148)			(6,376)			(8,079)			(5,569)			(5,628)
Less: Accumulated change in fair value of reinsurance assets	(2,791)			(2,843)			(2,807)			(1,882)			(1,880)
Less: Accumulated change in fair value of mortgage loan assets	(2,022)			(2,235)			(2,820)			(2,233)			(2,426)
Total adjusted AHL common stockholder’s equity	$	16,505		$	17,001		$	19,089		$	20,368		$	21,540

RECONCILIATION OF DEBT-TO-CAPITAL RATIO TO ADJUSTED SENIOR DEBT-TO-CAPITAL RATIO
Total debt	$	3,650		$	3,642		$	3,634		$	4,209		$	5,740
Less: Subordinated debt	—			—			—			—			575
Less: Adjustment to arrive at notional debt	250			242			234			209			165
Notional senior debt	$	3,400		$	3,400		$	3,400		$	4,000		$	5,000

Total debt	$	3,650		$	3,642		$	3,634		$	4,209		$	5,740
Total AHL stockholders’ equity	8,698			8,701			8,537			13,838			14,760
Total capitalization	12,348			12,343			12,171			18,047			20,500
Less: Accumulated other comprehensive loss	(6,148)			(6,376)			(8,079)			(5,569)			(5,628)
Less: Accumulated change in fair value of reinsurance assets	(2,791)			(2,843)			(2,807)			(1,882)			(1,880)
Less: Accumulated change in fair value of mortgage loan assets	(2,022)			(2,235)			(2,820)			(2,233)			(2,426)
Less: Adjustment to arrive at notional debt	250			242			234			209			165
Total adjusted capitalization	$	23,059		$	23,555		$	25,643		$	27,522		$	30,269

Debt-to-capital ratio	29.6		%	29.5		%	29.9		%	23.3		%	28.0		%
Accumulated other comprehensive loss	(7.8)		%	(7.9)		%	(9.4)		%	(4.7)		%	(5.2)		%
Accumulated change in fair value of reinsurance assets	(3.5)		%	(3.5)		%	(3.2)		%	(1.6)		%	(1.7)		%
Accumulated change in fair value of mortgage loan assets	(2.6)		%	(2.8)		%	(3.3)		%	(1.9)		%	(2.2)		%
Adjustment to exclude subordinated debt	—		%	—		%	—		%	—		%	(1.9)		%
Adjustment to arrive at notional debt	(1.0)		%	(0.9)		%	(0.7)		%	(0.6)		%	(0.5)		%
Adjusted senior debt-to-capital ratio	14.7		%	14.4		%	13.3		%	14.5		%	16.5		%


Non-GAAP Reconciliations Unaudited (in millions, except percentages)

	Quarterly Trends
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24
RECONCILIATION OF LEVERAGE RATIO TO ADJUSTED LEVERAGE RATIO
Total debt	$	3,650		$	3,642		$	3,634		$	4,209		$	5,740
Add: 50% of preferred stock	1,577			1,577			1,577			1,577			1,577
Less: 50% of subordinated debt	—			—			—			—			288
Less: Adjustment to arrive at notional debt	250			242			234			209			165
Adjusted leverage	$	4,977		$	4,977		$	4,977		$	5,577		$	6,864

Total debt	$	3,650		$	3,642		$	3,634		$	4,209		$	5,740
Total AHL stockholders’ equity	8,698			8,701			8,537			13,838			14,760
Total capitalization	12,348			12,343			12,171			18,047			20,500
Less: Accumulated other comprehensive loss	(6,148)			(6,376)			(8,079)			(5,569)			(5,628)
Less: Accumulated change in fair value of reinsurance assets	(2,791)			(2,843)			(2,807)			(1,882)			(1,880)
Less: Accumulated change in fair value of mortgage loan assets	(2,022)			(2,235)			(2,820)			(2,233)			(2,426)
Less: Adjustment to arrive at notional debt	250			242			234			209			165
Total adjusted capitalization	$	23,059		$	23,555		$	25,643		$	27,522		$	30,269

Leverage ratio	55.1		%	55.1		%	55.8		%	40.8		%	43.4		%
Accumulated other comprehensive loss	(14.5)		%	(14.8)		%	(17.4)		%	(8.2)		%	(8.0)		%
Accumulated change in fair value of reinsurance assets	(6.6)		%	(6.6)		%	(6.1)		%	(2.8)		%	(2.7)		%
Accumulated change in fair value of mortgage loan assets	(4.8)		%	(5.2)		%	(6.1)		%	(3.3)		%	(3.5)		%
Adjustment to exclude 50% of preferred stock	(6.8)		%	(6.6)		%	(6.1)		%	(5.6)		%	(5.2)		%
Adjustment to exclude 50% of subordinated debt	—		%	—		%	—		%	—		%	(0.9)		%
Adjustment to arrive at notional debt	(0.8)		%	(0.8)		%	(0.7)		%	(0.6)		%	(0.4)		%
Adjusted leverage ratio	21.6		%	21.1		%	19.4		%	20.3		%	22.7		%


Non-GAAP Reconciliations Unaudited (in millions, except percentages)

	Quarterly Trends															Year-to-Date
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24			2023			2024
RECONCILIATION OF NET INCOME AVAILABLE TO ATHENE HOLDING LTD. COMMON STOCKHOLDER TO SPREAD RELATED EARNINGS, EXCLUDING NOTABLE ITEMS
Net income available to Athene Holding Ltd. common stockholder	$	721		$	396		$	442		$	2,925		$	1,147		$	721		$	1,147
Preferred stock dividends	47			45			44			45			45			47			45
Net income (loss) attributable to noncontrolling interests	455			54			(155)			733			283			455			283
Net income	1,223			495			331			3,703			1,475			1,223			1,475
Income tax expense (benefit)	163			133			162			(1,619)			307			163			307
Income before income taxes	1,386			628			493			2,084			1,782			1,386			1,782
Less: Total adjustments to income before income taxes	699			(171)			(379)			1,335			966			699			966
Spread related earnings	687			799			872			749			816			687			816
Notable items	(25)			—			(90)			—			—			(25)			—
Spread related earnings, excluding notable items	$	662		$	799		$	782		$	749		$	816		$	662		$	816

RECONCILIATION OF NET INVESTMENT INCOME TO NET INVESTMENT EARNINGS
US GAAP net investment income	$	2,407		$	2,717		$	2,928		$	3,078		$	3,292		$	2,407		$	3,292
Change in fair value of reinsurance assets	70			37			(42)			21			(10)			70			(10)
VIE earnings and noncontrolling interests	200			279			264			335			311			200			311
Alternative gains (losses)	(9)			2			1			1			5			(9)			5
Reinsurance impacts	(64)			(69)			(66)			(65)			(64)			(64)			(64)

ACRA noncontrolling interests	(448)			(504)			(676)			(749)			(868)			(448)			(868)
Held-for-trading amortization and other	(13)			5			57			(89)			55			(13)			55
Total adjustments to arrive at net investment earnings	(264)			(250)			(462)			(546)			(571)			(264)			(571)
Total net investment earnings	$	2,143		$	2,467		$	2,466		$	2,532		$	2,721		$	2,143		$	2,721

RECONCILIATION OF NET INVESTMENT INCOME RATE TO NET INVESTMENT EARNED RATE
US GAAP net investment income	4.78		%	5.17		%	5.65		%	5.79		%	5.92		%	4.78		%	5.92		%
Change in fair value of reinsurance assets	0.14		%	0.07		%	(0.08)		%	0.04		%	(0.02)		%	0.14		%	(0.02)		%
VIE earnings and noncontrolling interests	0.40		%	0.53		%	0.51		%	0.63		%	0.56		%	0.40		%	0.56		%
Alternative gains (losses)	(0.02)		%	—		%	—		%	—		%	0.01		%	(0.02)		%	0.01		%
Reinsurance impacts	(0.13)		%	(0.13)		%	(0.13)		%	(0.12)		%	(0.12)		%	(0.13)		%	(0.12)		%

ACRA noncontrolling interests	(0.89)		%	(0.96)		%	(1.30)		%	(1.41)		%	(1.56)		%	(0.89)		%	(1.56)		%
Held-for-trading amortization and other	(0.03)		%	0.01		%	0.11		%	(0.17)		%	0.10		%	(0.03)		%	0.10		%
Total adjustments to arrive at net investment earned rate	(0.53)		%	(0.48)		%	(0.89)		%	(1.03)		%	(1.03)		%	(0.53)		%	(1.03)		%
Net investment earned rate	4.25		%	4.69		%	4.76		%	4.76		%	4.89		%	4.25		%	4.89		%

Average net invested assets	$	201,600		$	210,209		$	207,312		$	212,761		$	222,391		$	201,600		$	222,391


Non-GAAP Reconciliations Unaudited (in millions, except percentages)

	Quarterly Trends															Year-to-Date
	1Q’23			2Q’23			3Q’23			4Q’23			1Q’24			2023			2024
RECONCILIATION OF BENEFITS AND EXPENSES TO COST OF FUNDS
US GAAP benefits and expenses	$	2,674		$	12,058		$	943		$	7,928		$	3,939		$	2,674		$	3,939
Premiums	(96)			(9,041)			(26)			(3,586)			(101)			(96)			(101)
Product charges	(198)			(207)			(217)			(226)			(238)			(198)			(238)
Other revenues	(13)			(7)			(123)			(7)			(2)			(13)			(2)
FIA option costs	365			385			374			388			392			365			392
Reinsurance impacts	(37)			(38)			(41)			(39)			(42)			(37)			(42)
Non-operating change in insurance liabilities and embedded derivatives	(873)			(1,113)			969			(1,913)			(1,339)			(873)			(1,339)
Policy and other operating expenses, excluding policy acquisition expenses	(310)			(323)			(335)			(373)			(341)			(310)			(341)

AmerUs Closed Block fair value liability	(42)			17			52			(85)			15			(42)			15
ACRA noncontrolling interests	(287)			(379)			(311)			(610)			(692)			(287)			(692)
Other	52			85			99			117			132			52			132
Total adjustments to arrive at cost of funds	(1,439)			(10,621)			441			(6,334)			(2,216)			(1,439)			(2,216)
Total cost of funds	$	1,235		$	1,437		$	1,384		$	1,594		$	1,723		$	1,235		$	1,723

RECONCILIATION OF TOTAL BENEFITS AND EXPENSES RATE TO COST OF FUNDS RATE
US GAAP benefits and expenses	5.31		%	22.94		%	1.83		%	14.90		%	7.08		%	5.31		%	7.08		%
Premiums	(0.19)		%	(17.20)		%	(0.05)		%	(6.74)		%	(0.18)		%	(0.19)		%	(0.18)		%
Product charges	(0.39)		%	(0.39)		%	(0.42)		%	(0.42)		%	(0.43)		%	(0.39)		%	(0.43)		%
Other revenues	(0.03)		%	(0.01)		%	(0.24)		%	(0.01)		%	—		%	(0.03)		%	—		%
FIA option costs	0.72		%	0.73		%	0.72		%	0.73		%	0.70		%	0.72		%	0.70		%
Reinsurance impacts	(0.07)		%	(0.07)		%	(0.08)		%	(0.07)		%	(0.08)		%	(0.07)		%	(0.08)		%
Non-operating change in insurance liabilities and embedded derivatives	(1.73)		%	(2.12)		%	1.87		%	(3.60)		%	(2.41)		%	(1.73)		%	(2.41)		%
Policy and other operating expenses, excluding policy acquisition expenses	(0.62)		%	(0.61)		%	(0.65)		%	(0.70)		%	(0.61)		%	(0.62)		%	(0.61)		%

AmerUs Closed Block fair value liability	(0.08)		%	0.03		%	0.10		%	(0.16)		%	0.03		%	(0.08)		%	0.03		%
ACRA noncontrolling interests	(0.57)		%	(0.72)		%	(0.60)		%	(1.15)		%	(1.24)		%	(0.57)		%	(1.24)		%
Other	0.10		%	0.15		%	0.19		%	0.22		%	0.24		%	0.10		%	0.24		%
Total adjustments to arrive at cost of funds	(2.86)		%	(20.21)		%	0.84		%	(11.90)		%	(3.98)		%	(2.86)		%	(3.98)		%
Total cost of funds	2.45		%	2.73		%	2.67		%	3.00		%	3.10		%	2.45		%	3.10		%

Average net invested assets	$	201,600		$	210,209		$	207,312		$	212,761		$	222,391		$	201,600		$	222,391


Non-GAAP Reconciliations Unaudited (in millions)

	Quarterly Trends										Year-to-Date
	1Q’23		2Q’23		3Q’23		4Q’23		1Q’24		2023		2024
RECONCILIATION OF POLICY AND OTHER OPERATING EXPENSES TO OTHER OPERATING EXPENSES
US GAAP policy and other operating expenses	$	435	$	452	$	472	$	489	$	459	$	435	$	459
Interest expense	(115)		(132)		(113)		(99)		(102)		(115)		(102)
Policy acquisition expenses, net of deferrals	(125)		(129)		(137)		(116)		(118)		(125)		(118)
Integration, restructuring and other non-operating expenses	(29)		(28)		(41)		(32)		(30)		(29)		(30)
Stock compensation expenses	(16)		(13)		(13)		(46)		(13)		(16)		(13)
ACRA noncontrolling interests	(17)		(31)		(30)		(65)		(70)		(17)		(70)
Other	(7)		(1)		(15)		(11)		(10)		(7)		(10)
Total adjustments to arrive at other operating expenses	(309)		(334)		(349)		(369)		(343)		(309)		(343)
Other operating expenses	$	126	$	118	$	123	$	120	$	116	$	126	$	116



							December 31, 2023				March 31, 2024
RECONCILIATION OF INVESTMENT FUNDS, INCLUDING RELATED PARTIES AND VIES, TO NET ALTERNATIVE INVESTMENTS
Investment funds, including related parties and consolidated VIEs							$	17,668			$	18,552
Equity securities							430				436
Certain equity securities included in AFS or trading securities							201				205
Investment funds within funds withheld at interest							827				852
Royalties							14				10
Net assets of the VIE, excluding investment funds							(4,508)				(5,178)
Unrealized (gains) losses							26				53
ACRA noncontrolling interests							(2,829)				(3,011)
Other assets							(170)				(172)
Total adjustments to arrive at net alternative investments							(6,009)				(6,805)
Net alternative investments							$	11,659			$	11,747


Non-GAAP Reconciliations Unaudited (in millions)

	Quarterly Trends
	1Q’23		2Q’23		3Q’23		4Q’23		1Q’24
RECONCILIATION OF TOTAL INVESTMENTS, INCLUDING RELATED PARTIES, TO NET INVESTED ASSETS
Total investments, including related parties	$	203,230	$	215,322	$	214,953	$	238,941	$	254,239
Derivative assets	(3,956)		(5,114)		(4,571)		(5,298)		(7,159)
Cash and cash equivalents (including restricted cash)	14,992		12,804		11,214		14,781		16,825
Accrued investment income	1,458		1,646		1,792		1,933		2,332
Net receivable (payable) for collateral on derivatives	(1,909)		(2,940)		(2,485)		(2,835)		(4,293)
Reinsurance impacts	942		1,046		882		(572)		(1,358)
VIE assets, liabilities and noncontrolling interests	12,799		13,693		14,340		14,818		14,979
Unrealized (gains) losses	19,782		20,676		25,078		16,445		17,809
Ceded policy loans	(175)		(174)		(174)		(174)		(171)
Net investment receivables (payables)	39		(217)		(375)		11		(950)
Allowance for credit losses	521		536		592		608		615
Other investments	(50)		(43)		(37)		(41)		(31)
Total adjustments to arrive at gross invested assets	44,443		41,913		46,256		39,676		38,598
Gross invested assets	247,673		257,235		261,209		278,617		292,837
ACRA noncontrolling interests	(40,924)		(43,565)		(53,114)		(61,190)		(65,482)
Net invested assets	$	206,749	$	213,670	$	208,095	$	217,427	$	227,355

RECONCILIATION OF TOTAL LIABILITIES TO NET RESERVE LIABILITIES
Total liabilities	$	244,604	$	256,203	$	255,734	$	279,344	$	297,423
Debt	(3,650)		(3,642)		(3,634)		(4,209)		(5,740)
Derivative liabilities	(1,518)		(1,753)		(1,892)		(1,995)		(2,429)
Payables for collateral on derivatives and securities to repurchase	(7,331)		(6,979)		(4,786)		(4,370)		(5,481)
Other liabilities	(1,381)		(1,712)		(2,324)		(2,590)		(4,195)
Liabilities of consolidated VIEs	(847)		(1,189)		(1,255)		(1,115)		(1,082)
Reinsurance impacts	(9,090)		(9,115)		(8,918)		(8,574)		(9,277)
Policy loans ceded	(175)		(174)		(174)		(174)		(171)
Market risk benefit asset	(440)		(433)		(431)		(377)		(383)
ACRA noncontrolling interests	(35,281)		(37,775)		(46,576)		(56,651)		(60,142)

Total adjustments to arrive at net reserve liabilities	(59,713)		(62,772)		(69,990)		(80,055)		(88,900)
Net reserve liabilities	$	184,891	$	193,431	$	185,744	$	199,289	$	208,523

Document and Entity Information Document and Entity Information	May 07, 2024
Document Information [Line Items]
Entity Central Index Key	0001527469
Written Communications	false
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	ATHENE HOLDING LTD
Entity File Number	001-37963
Entity Tax Identification Number	98-0630022
Entity Address, Address Line One	7700 Mills Civic Pkwy
Entity Address, City or Town	West Des Moines
Entity Address, Postal Zip Code	50266
City Area Code	515
Local Phone Number	342-4678
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Address, State or Province	IA
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A
Trading Symbol	ATHPrA
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B
Trading Symbol	ATHPrB
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C
Trading Symbol	ATHPrC
Security Exchange Name	NYSE
Series D Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D
Trading Symbol	ATHPrD
Security Exchange Name	NYSE
Series E Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a 7.75% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E
Trading Symbol	ATHPrE
Security Exchange Name	NYSE
Junior Subordinated Debt
Document Information [Line Items]
Title of 12(b) Security	7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064
Trading Symbol	ATHS
Security Exchange Name	NYSE

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