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): November 6, 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 November 6, 2024, Athene Holding Ltd. (the “Company”) made available on its website the Company’s financial supplement for the third quarter ended September 30, 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 third 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:	November 6, 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. 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
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’24			Q/Q		Y/Y		2023			2024			Y/Y
SELECTED INCOME STATEMENT DATA
GAAP
Net income available to AHL common stockholder	$	442		$	2,925		$	1,147		$	583		$	580		(1)	%	31	%	$	1,559		$	2,310		48	%
Return on assets (ROA)	0.66		%	4.10		%	1.48		%	0.71		%	0.67		%	(4)bps		1bps		0.80		%	0.94		%	14bps


NON-GAAP
Spread related earnings (SRE)	$	872		$	749		$	816		$	712		$	855		20	%	(2)	%	$	2,358		$	2,383		1	%
Net spread	1.68		%	1.41		%	1.47		%	1.24		%	1.44		%	20bps		(24)bps		1.52		%	1.38		%	(14)bps
Net investment spread	2.13		%	1.80		%	1.83		%	1.64		%	1.83		%	19bps		(30)bps		1.98		%	1.76		%	(22)bps

Spread related earnings, excluding notable items1	$	782		$	749		$	816		$	712		$	830		17	%	6	%	$	2,243		$	2,358		5	%
Net spread, excluding notable items1	1.51		%	1.41		%	1.47		%	1.24		%	1.40		%	16bps		(11)bps		1.45		%	1.37		%	(8)bps
Net investment spread, excluding notable items1	1.96		%	1.80		%	1.83		%	1.64		%	1.79		%	15bps		(17)bps		1.91		%	1.75		%	(16)bps

Alternative net investment income delta to long-term expectation2	$	96		$	132		$	56		$	154		$	81						$	319		$	291
Alternative net return delta to long-term expectation	3.25		%	4.53		%	1.90		%	5.27		%	2.81		%					3.54		%	3.31		%
Impact to net spread	0.18		%	0.25		%	0.10		%	0.27		%	0.13		%					0.21		%	0.16		%

SELECTED BALANCE SHEET DATA
GAAP
Total assets	$	269,763		$	300,579		$	320,579		$	332,627		$	354,966		7	%	32	%	$	269,763		$	354,966		32	%
Goodwill	4,060			4,065			4,064			4,064			4,071			—	%	—	%	4,060			4,071			—	%
Total liabilities	255,734			279,344			297,423			308,295			327,855			6	%	28	%	255,734			327,855			28	%
Debt	3,634			4,209			5,740			5,733			5,725			—	%	58	%	3,634			5,725			58	%
Total AHL stockholders' equity	8,537			13,838			14,760			14,998			17,445			16	%	104	%	8,537			17,445			104	%
Debt-to-capital ratio	29.9		%	23.3		%	28.0		%	27.7		%	24.7		%	NM		NM		29.9		%	24.7		%	NM
Leverage ratio	55.8		%	40.8		%	43.4		%	42.9		%	38.3		%	NM		NM		55.8		%	38.3		%	NM

NON-GAAP
Gross invested assets	$	261,209		$	278,617		$	292,837		$	302,215		$	314,932		4	%	21	%	$	261,209		$	314,932		21	%
Invested assets – ACRA noncontrolling interests	(53,114)			(61,190)			(65,482)			(69,258)			(72,269)			4	%	36	%	(53,114)			(72,269)			36	%
Net invested assets	208,095			217,427			227,355			232,957			242,663			4	%	17	%	208,095			242,663			17	%
Net reserve liabilities	185,744			199,289			208,523			211,548			225,899			7	%	22	%	185,744			225,899			22	%
Notional senior debt	3,400			4,000			5,000			5,000			5,000			—	%	47	%	3,400			5,000			47	%
Adjusted AHL common stockholder’s equity	19,089			20,368			21,540			21,810			20,907			(4)	%	10	%	19,089			20,907			10	%
Adjusted senior debt-to-capital ratio	13.3		%	14.5		%	16.5		%	16.4		%	16.9		%	50bps		NM		13.3		%	16.9		%	NM
Adjusted leverage ratio	19.4		%	20.3		%	22.7		%	22.5		%	23.2		%	70bps		NM		19.4		%	23.2		%	NM

INFLOWS DATA
Gross organic inflows	$	12,942		$	19,824		$	20,094		$	16,695		$	20,017		20	%	55	%	$	43,583		$	56,806		30	%
Gross inorganic inflows	—			2,214			—			—			—			NM		NM		—			—			NM
Total gross inflows	$	12,942		$	22,038		$	20,094		$	16,695		$	20,017		20	%	55	%	$	43,583		$	56,806		30	%

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
	3Q’23		4Q’23		1Q’24		2Q’24		3Q’24		Q/Q		Y/Y		2023		2024		Y/Y
REVENUES
Premiums	$	26	$	3,586	$	101	$	673	$	389	(42)	%	NM		$	9,163	$	1,163	(87)	%
Product charges	217		226		238		251		267		6	%	23	%	622		756		22	%
Net investment income	2,928		3,078		3,292		3,509		3,777		8	%	29	%	8,052		10,578		31	%
Investment related gains (losses)	(2,624)		2,621		1,677		(134)		1,539		NM		NM		(1,193)		3,082		NM
Other revenues	564		7		2		3		4		33	%	(99)	%	584		9		(98)	%
Revenues of consolidated variable interest entities
Net investment income	75		47		77		56		77		38	%	3	%	210		210		—	%
Investment related gains (losses)	250		447		334		306		469		53	%	88	%	744		1,109		49	%
Total revenues	1,436		10,012		5,721		4,664		6,522		40	%	NM		18,182		16,907		(7)	%

BENEFITS AND EXPENSES
Interest sensitive contract benefits	333		2,595		2,884		1,824		2,599		42	%	NM		3,634		7,307		101	%
Future policy and other policy benefits	368		4,088		543		1,095		793		(28)	%	115	%	10,346		2,431		(77)	%
Market risk benefits remeasurement (gains) losses	(441)		570		(154)		(16)		524		NM		NM		(166)		354		NM
Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired	211		186		207		227		244		7	%	16	%	502		678		35	%

Policy and other operating expenses	472		489		459		507		687		36	%	46	%	1,359		1,653		22	%

Total benefits and expenses	943		7,928		3,939		3,637		4,847		33	%	NM		15,675		12,423		(21)	%
Income before income taxes	493		2,084		1,782		1,027		1,675		63	%	240	%	2,507		4,484		79	%
Income tax expense (benefit)1	162		(1,619)		307		161		191		19	%	18	%	458		659		44	%
Net income	331		3,703		1,475		866		1,484		71	%	NM		2,049		3,825		87	%
Less: Net income (loss) attributable to noncontrolling interests	(155)		733		283		237		859		262	%	NM		354		1,379		290	%
Net income attributable to Athene Holding Ltd. stockholders	486		2,970		1,192		629		625		(1)	%	29	%	1,695		2,446		44	%
Less: Preferred stock dividends	44		45		45		46		45		(2)	%	2	%	136		136		—	%
Net income available to Athene Holding Ltd. common stockholder	$	442	$	2,925	$	1,147	$	583	$	580	(1)	%	31	%	$	1,559	$	2,310	48	%

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
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’24			Q/Q		Y/Y		2023			2024			Y/Y
SPREAD RELATED EARNINGS
Fixed income and other net investment income	$	2,236		$	2,342		$	2,455		$	2,635		$	2,807		7	%	26	%	$	6,402		$	7,897		23	%
Alternative net investment income	230			190			266			168			236			40	%	3	%	674			670			(1)	%
Net investment earnings	2,466			2,532			2,721			2,803			3,043			9	%	23	%	7,076			8,567			21	%
Strategic capital management fees	19			23			25			24			27			13	%	42	%	49			76			55	%
Cost of funds	(1,384)			(1,594)			(1,723)			(1,880)			(1,983)			5	%	43	%	(4,056)			(5,586)			38	%
Net investment spread	1,101			961			1,023			947			1,087			15	%	(1)	%	3,069			3,057			—	%
Other operating expenses	(123)			(120)			(116)			(116)			(114)			(2)	%	(7)	%	(367)			(346)			(6)	%
Interest and other financing costs	(106)			(92)			(91)			(119)			(118)			(1)	%	11	%	(344)			(328)			(5)	%
Spread related earnings	$	872		$	749		$	816		$	712		$	855		20	%	(2)	%	$	2,358		$	2,383		1	%

Fixed income and other net investment income	4.58		%	4.66		%	4.66		%	4.83		%	4.96		%	13bps		38bps		4.40		%	4.82		%	42bps
Alternative net investment income	7.75		%	6.47		%	9.10		%	5.73		%	8.19		%	246bps		44bps		7.46		%	7.69		%	23bps
Net investment earnings	4.76		%	4.76		%	4.89		%	4.87		%	5.12		%	25bps		36bps		4.57		%	4.96		%	39bps
Strategic capital management fees	0.04		%	0.04		%	0.04		%	0.04		%	0.05		%	1bp		1bp		0.03		%	0.04		%	1bp
Cost of funds	(2.67)		%	(3.00)		%	(3.10)		%	(3.27)		%	(3.34)		%	7bps		67bps		(2.62)		%	(3.24)		%	62bps
Net investment spread	2.13		%	1.80		%	1.83		%	1.64		%	1.83		%	19bps		(30)bps		1.98		%	1.76		%	(22)bps
Other operating expenses	(0.24)		%	(0.23)		%	(0.21)		%	(0.20)		%	(0.19)		%	(1)bp		(5)bps		(0.24)		%	(0.20)		%	(4)bps
Interest and other financing costs	(0.21)		%	(0.16)		%	(0.15)		%	(0.20)		%	(0.20)		%	0bps		(1)bp		(0.22)		%	(0.18)		%	(4)bps
Spread related earnings	1.68		%	1.41		%	1.47		%	1.24		%	1.44		%	20bps		(24)bps		1.52		%	1.38		%	(14)bps

Average net invested assets - fixed income and other	$	195,448		$	201,035		$	210,688		$	218,446		$	226,295		4	%	16	%	$	194,200		$	218,492		13	%
Average net invested assets - alternatives	11,864			11,726			11,703			11,710			11,515			(2)	%	(3)	%	12,041			11,609			(4)	%
Average net invested assets	$	207,312		$	212,761		$	222,391		$	230,156		$	237,810		3	%	15	%	$	206,241		$	230,101		12	%

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
	3Q’23		4Q’23		1Q’24		2Q’24		3Q’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	$	442	$	2,925	$	1,147	$	583	$	580	(1)	%	31	%	$	1,559	$	2,310	48	%
Preferred stock dividends	44		45		45		46		45		(2)	%	2	%	136		136		—	%
Net income (loss) attributable to noncontrolling interests	(155)		733		283		237		859		262	%	NM		354		1,379		290	%
Net income	331		3,703		1,475		866		1,484		71	%	NM		2,049		3,825		87	%
Income tax expense (benefit)	162		(1,619)		307		161		191		19	%	18	%	458		659		44	%
Income before income taxes	493		2,084		1,782		1,027		1,675		63	%	240	%	2,507		4,484		79	%
Realized gains (losses) on sale of AFS securities and mortgage loans	(29)		(34)		(23)		(9)		(276)		NM		NM		(169)		(308)		(82)	%
Unrealized, allowances and other investment gains (losses)	(261)		256		21		(100)		439		NM		NM		(507)		360		NM
Change in fair value of reinsurance assets	(384)		765		(35)		(32)		444		NM		NM		(180)		377		NM
Offsets to investment gains (losses)	11		12		15		17		21		24	%	91	%	27		53		96	%
Investment gains (losses), net of offsets	(663)		999		(22)		(124)		628		NM		NM		(829)		482		NM
Change in fair values of derivatives and embedded derivatives - FIAs	(141)		59		484		126		(196)		NM		(39)	%	208		414		99	%
Non-operating change in funding agreements	12		19		23		18		47		161	%	292	%	16		88		NM
Change in fair value of market risk benefits	565		(498)		201		67		(364)		NM		NM		427		(96)		NM
Non-operating change in liability for future policy benefits	(5)		2		(35)		(8)		—		NM		NM		(51)		(43)		16	%
Non-operating change in insurance liabilities and related derivatives	431		(418)		673		203		(513)		NM		NM		600		363		(40)	%
Integration, restructuring and other non-operating expenses	(41)		(32)		(30)		(31)		(204)		NM		NM		(98)		(265)		170	%
Stock compensation expense	(13)		(46)		(13)		(11)		(12)		9	%	(8)	%	(42)		(36)		(14)	%
Preferred stock dividends	44		45		45		46		45		(2)	%	2	%	136		136		—	%
Noncontrolling interests - pre-tax income (loss) and VIE adjustments	(137)		787		313		232		876		278	%	NM		382		1,421		272	%
Less: Total adjustments to income before income taxes	(379)		1,335		966		315		820		160	%	NM		149		2,101		NM
Spread related earnings	$	872	$	749	$	816	$	712	$	855	20	%	(2)	%	$	2,358	$	2,383	1	%

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
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’24			Q/Q		Y/Y		2023			2024			Y/Y
NET FLOWS
Retail	$	6,523		$	13,410		$	9,663		$	8,938		$	9,209		3	%	41	%	$	21,883		$	27,810		27	%
Flow reinsurance	3,174			2,798			2,390			1,210			944			(22)	%	(70)	%	7,749			4,544			(41)	%
Funding agreements1	3,245			2,300			8,041			5,970			9,570			60	%	195	%	4,893			23,581			NM
Pension group annuities	—			1,316			—			577			294			(49)	%	NM		9,058			871			(90)	%
Gross organic inflows	12,942			19,824			20,094			16,695			20,017			20	%	55	%	43,583			56,806			30	%
Gross inorganic inflows2	—			2,214			—			—			—			NM		NM		—			—			NM
Total gross inflows	12,942			22,038			20,094			16,695			20,017			20	%	55	%	43,583			56,806			30	%
Gross outflows3	(10,738)			(7,116)			(8,035)			(10,140)			(8,158)			(20)	%	(24)	%	(26,752)			(26,333)			(2)	%
Net flows	$	2,204		$	14,922		$	12,059		$	6,555		$	11,859		81	%	NM		$	16,831		$	30,473		81	%

Inflows attributable to Athene4	$	3,101		$	13,026		$	14,591		$	10,840		$	14,705		36	%	NM		$	29,974		$	40,136		34	%
Inflows attributable to ADIP4,5	9,841			9,012			4,437			4,824			4,244			(12)	%	(57)	%	13,609			13,505			(1)	%
Inflows ceded to third-party reinsurers6	—			—			1,066			1,031			1,068			4	%	NM		—			3,165			NM
Total gross inflows	$	12,942		$	22,038		$	20,094		$	16,695		$	20,017		20	%	55	%	$	43,583		$	56,806		30	%

Outflows attributable to Athene	$	(9,550)		$	(5,791)		$	(6,748)		$	(8,627)		$	(6,176)		(28)	%	(35)	%	$	(22,972)		$	(21,551)		(6)	%
Outflows attributable to ADIP5	(1,188)			(1,325)			(1,287)			(1,513)			(1,982)			31	%	67	%	(3,780)			(4,782)			27	%
Total gross outflows3	$	(10,738)		$	(7,116)		$	(8,035)		$	(10,140)		$	(8,158)		(20)	%	(24)	%	$	(26,752)		$	(26,333)		(2)	%

OUTFLOWS ATTRIBUTABLE TO ATHENE BY TYPE
Maturity-driven, contractual-based outflows7	$	(3,243)		$	(1,952)		$	(2,818)		$	(4,799)		$	(2,312)		(52)	%	(29)	%	$	(8,941)		$	(9,929)		11	%
Policyholder-driven outflows8	(3,584)			(3,839)			(3,930)			(3,828)			(3,864)			1	%	8	%	(11,308)			(11,622)			3	%
Income oriented withdrawals (planned)9	(1,617)			(1,831)			(1,691)			(1,558)			(1,517)			(3)	%	(6)	%	(5,133)			(4,766)			(7)	%
From policies out-of-surrender-charge (planned)10	(1,326)			(1,365)			(1,512)			(1,511)			(1,444)			(4)	%	9	%	(4,183)			(4,467)			7	%
From policies in-surrender-charge (unplanned)11	(641)			(643)			(727)			(759)			(903)			19	%	41	%	(1,992)			(2,389)			20	%
Core outflows	(6,827)			(5,791)			(6,748)			(8,627)			(6,176)			(28)	%	(10)	%	(20,249)			(21,551)			6	%
Strategic reinsurance transactions12	(2,723)			—			—			—			—			NM		NM		(2,723)			—			NM
Outflows attributable to Athene	$	(9,550)		$	(5,791)		$	(6,748)		$	(8,627)		$	(6,176)		(28)	%	(35)	%	$	(22,972)		$	(21,551)		(6)	%

Annualized rate13
Maturity-driven, contractual-based outflows7	(6.3)		%	(3.7)		%	(5.1)		%	(8.3)		%	(3.9)		%	NM		NM		(5.8)		%	(5.8)		%	0bps
Policyholder-driven outflows8	(6.9)		%	(7.2)		%	(7.0)		%	(6.7)		%	(6.5)		%	(20)bps		(40)bps		(7.3)		%	(6.7)		%	(60)bps
Income oriented withdrawals (planned)9	(3.1)		%	(3.4)		%	(3.0)		%	(2.7)		%	(2.6)		%	(10)bps		(50)bps		(3.3)		%	(2.8)		%	(50)bps
From policies out-of-surrender-charge (planned)10	(2.6)		%	(2.6)		%	(2.7)		%	(2.7)		%	(2.4)		%	(30)bps		(20)bps		(2.7)		%	(2.5)		%	(20)bps
From policies in-surrender-charge (unplanned)11	(1.2)		%	(1.2)		%	(1.3)		%	(1.3)		%	(1.5)		%	20bps		30bps		(1.3)		%	(1.4)		%	10bps
Core outflows	(13.2)		%	(10.9)		%	(12.1)		%	(15.0)		%	(10.4)		%	NM		NM		(13.1)		%	(12.5)		%	(60)bps
Strategic reinsurance transactions12	(5.2)		%	—		%	—		%	—		%	—		%	NM		NM		(1.8)		%	—		%	NM
Outflows attributable to Athene	(18.4)		%	(10.9)		%	(12.1)		%	(15.0)		%	(10.4)		%	NM		NM		(14.9)		%	(12.5)		%	NM

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, payments related to interest, maturities and repurchases of funding agreements 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, 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		September 30, 2024		Δ
ASSETS
Investments
Available-for-sale securities, at fair value	$	134,338	$	164,685	23	%
Trading securities, at fair value	1,706		1,684		(1)	%
Equity securities	1,293		1,292		—	%
Mortgage loans, at fair value	44,115		58,587		33	%
Investment funds	109		107		(2)	%
Policy loans	334		320		(4)	%
Funds withheld at interest	24,359		21,231		(13)	%
Derivative assets	5,298		7,529		42	%
Short-term investments	341		614		80	%
Other investments	1,206		1,727		43	%
Total investments	213,099		257,776		21	%
Cash and cash equivalents	13,020		13,587		4	%
Restricted cash	1,761		964		(45)	%
Investments in related parties
Available-for-sale securities, at fair value	14,009		17,897		28	%
Trading securities, at fair value	838		619		(26)	%
Equity securities, at fair value	318		257		(19)	%
Mortgage loans, at fair value	1,281		1,345		5	%
Investment funds	1,632		1,604		(2)	%
Funds withheld at interest	6,474		5,444		(16)	%
Short-term investments	947		812		(14)	%
Other investments, at fair value	343		348		1	%
Accrued investment income	1,933		2,695		39	%
Reinsurance recoverable	4,154		7,454		79	%
Deferred acquisition costs, deferred sales inducements and value of business acquired	5,979		6,971		17	%
Goodwill	4,065		4,071		—	%
Other assets	10,179		10,726		5	%
Assets of consolidated variable interest entities
Investments
Trading securities, at fair value	2,136		2,379		11	%

Mortgage loans, at fair value	2,173		2,226		2	%
Investment funds, at fair value	15,927		17,135		8	%
Other investments, at fair value	103		159		54	%
Cash and cash equivalents	98		305		211	%
Other assets	110		192		75	%
Total assets	$	300,579	$	354,966	18	%


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

	December 31, 2023		September 30, 2024		Δ
LIABILITIES
Interest sensitive contract liabilities	$	204,670	$	245,436	20	%
Future policy benefits	53,287		52,962		(1)	%
Market risk benefits	3,751		4,402		17	%



Debt	4,209		5,725		36	%
Derivative liabilities	1,995		2,758		38	%
Payables for collateral on derivatives and securities to repurchase	7,536		7,952		6	%

Other liabilities	2,781		7,257		161	%


Liabilities of consolidated variable interest entities	1,115		1,363		22	%
Total liabilities	279,344		327,855		17	%

EQUITY
Preferred stock	—		—		NM
Common stock	—		—		NM
Additional paid-in capital	19,499		19,567		—	%
Retained earnings (accumulated deficit)	(92)		1,345		NM
Accumulated other comprehensive loss	(5,569)		(3,467)		38	%
Total Athene Holding Ltd. stockholders' equity	13,838		17,445		26	%
Noncontrolling interests	7,397		9,666		31	%
Total equity	21,235		27,111		28	%
Total liabilities and equity	$	300,579	$	354,966	18	%


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

	December 31, 2023				September 30, 2024
	Invested Asset Value1		Percent of Total		Invested Asset Value1		Percent of Total
NET INVESTED ASSETS
Corporate	$	82,883	38.1	%	$	86,751	35.7	%
CLO	20,538		9.4	%	25,200		10.4	%
Credit	103,421		47.5	%	111,951		46.1	%
CML	25,977		11.9	%	27,928		11.5	%
RML	18,021		8.3	%	25,144		10.4	%
RMBS	7,795		3.6	%	7,768		3.2	%
CMBS	5,580		2.6	%	7,436		3.1	%
Real estate	57,373		26.4	%	68,276		28.2	%
ABS	22,202		10.2	%	28,572		11.8	%
Alternative investments	11,659		5.4	%	11,356		4.7	%
State, municipal, political subdivisions and foreign government	3,384		1.5	%	3,259		1.3	%
Equity securities	1,727		0.8	%	2,095		0.9	%
Short-term investments	1,048		0.5	%	1,256		0.5	%
US government and agencies	4,052		1.9	%	4,955		2.0	%
Other investments	44,072		20.3	%	51,493		21.2	%
Cash and cash equivalents	10,467		4.8	%	8,354		3.4	%
Policy loans and other	2,094		1.0	%	2,589		1.1	%
Net invested assets	$	217,427	100.0	%	$	242,663	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

A+

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.

A-

Senior notes

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, 20231				September 30, 2024
	Invested Asset Value2		Percent of Total		Invested Asset Value2		Percent of Total
NET ALTERNATIVE INVESTMENTS
Strategic origination platforms
Wheels	$	691	5.9	%	$	571	5.0	%
Redding Ridge	571		4.9	%	576		5.1	%
MidCap Financial	524		4.5	%	452		4.0	%
Aqua Finance	215		1.8	%	311		2.7	%
PK AirFinance	244		2.1	%	301		2.6	%
Foundation Home Loans	242		2.1	%	208		1.8	%
Other	240		2.1	%	509		4.5	%
Strategic origination platforms	2,727		23.4	%	2,928		25.7	%
Apollo and other investments
Real assets	2,010		17.2	%	1,735		15.3	%
Private equity	1,159		9.9	%	1,089		9.6	%
Structured equity and other	368		3.2	%	500		4.4	%
Equity	3,537		30.3	%	3,324		29.3	%
Credit	1,559		13.4	%	1,354		11.9	%
Liquid assets and other	298		2.6	%	1,148		10.1	%
Apollo and other investments	5,394		46.3	%	5,826		51.3	%
Total AAA	8,121		69.7	%	8,754		77.0	%
Retirement Services
Athora	1,106		9.5	%	1,122		9.9	%
Venerable	181		1.5	%	180		1.6	%
Other	1,014		8.7	%	—		—	%
Retirement Services	2,301		19.7	%	1,302		11.5	%
Apollo and other investments
Equity	969		8.3	%	973		8.6	%
Credit	215		1.8	%	293		2.6	%
Other3	53		0.5	%	34		0.3	%
Apollo and other investments	1,237		10.6	%	1,300		11.5	%
Total Non AAA	3,538		30.3	%	2,602		23.0	%
Net alternative investments4	$	11,659	100.0	%	$	11,356	100.0	%

1. Prior period amounts have been reclassified to conform with the current year presentation as a result of aligning our alternative investment categories to reflect our updated investment strategies. 2. 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 62%, 63%, 66% and 69% as of September 30, 2024, June 30, 2024, March 31, 2024 and December 31, 2023, respectively. 3. Other primarily includes royalties. 4. 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				September 30, 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	%	$	102,381	56.1	%
2 A-C	61,664		41.5	%	74,486		40.8	%
Total investment grade	143,213		96.5	%	176,867		96.9	%
3 A-C	3,544		2.4	%	3,502		1.9	%
4 A-C	1,013		0.7	%	1,469		0.8	%
5 A-C	129		0.1	%	148		0.1	%
6	448		0.3	%	596		0.3	%
Total below investment grade	5,134		3.5	%	5,715		3.1	%
Total AFS securities including related parties	$	148,347	100.0	%	$	182,582	100.0	%

Nationally Recognized Statistical Rating Organization (NRSRO) designation
AAA/AA/A	$	71,887	48.5	%	$	93,502	51.2	%
BBB	58,010		39.1	%	70,025		38.4	%
Non-rated1	11,427		7.7	%	11,842		6.5	%
Total investment grade	141,324		95.3	%	175,369		96.1	%
BB	3,421		2.3	%	3,004		1.6	%
B	826		0.6	%	1,004		0.5	%
CCC	1,037		0.6	%	1,030		0.6	%
CC and lower	739		0.5	%	766		0.4	%
Non-rated1	1,000		0.7	%	1,409		0.8	%
Total below investment grade	7,023		4.7	%	7,213		3.9	%
Total AFS securities including related parties	$	148,347	100.0	%	$	182,582	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				September 30, 2024					December 31, 2023				September 30, 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	%	$	90,575	54.8	%	AAA/AA/A	$	67,768	45.9	%	$	80,134	48.5	%
2 A-C	61,775		41.9	%	67,976		41.2	%	BBB	57,345		38.9	%	62,782		38.0	%
Non-rated	322		0.2	%	—		—	%	Non-rated2	14,397		9.8	%	13,933		8.4	%
Total investment grade	141,600		96.0	%	158,551		96.0	%	Total investment grade	139,510		94.6	%	156,849		94.9	%
3 A-C	3,833		2.6	%	3,447		2.1	%	BB	3,551		2.4	%	2,926		1.8	%
4 A-C	1,170		0.8	%	1,519		0.9	%	B	915		0.6	%	1,060		0.7	%
5 A-C	357		0.2	%	382		0.2	%	CCC	1,280		0.9	%	1,280		0.8	%
6	522		0.4	%	830		0.5	%	CC and lower	940		0.6	%	884		0.5	%
Non-rated	—		—	%	468		0.3	%	Non-rated2	1,286		0.9	%	2,198		1.3	%
Total below investment grade	5,882		4.0	%	6,646		4.0	%	Total below investment grade	7,972		5.4	%	8,348		5.1	%
Total NAIC designated assets3	147,482		100.0	%	165,197		100.0	%	Total NRSRO designated assets3	147,482		100.0	%	165,197		100.0	%

Assets without NAIC designation									Assets without NRSRO designation
Commercial mortgage loans									Commercial mortgage loans
CM1	4,384		16.9	%	3,609		12.9	%	CM1	4,384		16.9	%	3,609		12.9	%
CM2	15,645		60.2	%	18,715		67.0	%	CM2	15,645		60.2	%	18,715		67.0	%
CM3	5,304		20.4	%	5,083		18.2	%	CM3	5,304		20.4	%	5,083		18.2	%
CM4	623		2.4	%	481		1.7	%	CM4	623		2.4	%	481		1.7	%
CM5	—		—	%	—		—	%	CM5	—		—	%	—		—	%
CM6	13		0.1	%	18		0.1	%	CM6	13		0.1	%	18		0.1	%
CM7	8		—	%	22		0.1	%	CM7	8		—	%	22		0.1	%
Total CMLs	25,977		100.0	%	27,928		100.0	%	Total CMLs	25,977		100.0	%	27,928		100.0	%
Residential mortgage loans									Residential mortgage loans
In good standing	17,503		97.1	%	24,452		97.2	%	In good standing	17,503		97.1	%	24,452		97.2	%
90 days late	407		2.3	%	520		2.1	%	90 days late	407		2.3	%	520		2.1	%
In foreclosure	111		0.6	%	172		0.7	%	In foreclosure	111		0.6	%	172		0.7	%
Total RMLs	18,021		100.0	%	25,144		100.0	%	Total RMLs	18,021		100.0	%	25,144		100.0	%
Alternative investments	11,659				11,356				Alternative investments	11,659				11,356
Cash and equivalents	10,467				8,354				Cash and equivalents	10,467				8,354
Equity securities	1,727				2,095				Equity securities	1,727				2,095
Other4	2,094				2,589				Other4	2,094				2,589
Net invested assets	$	217,427			$	242,663			Net invested assets	$	217,427			$	242,663

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				September 30, 2024					December 31, 2023				September 30, 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	%	$	19,516	68.3	%	AAA/AA/A	$	12,117	54.6	%	$	18,991	66.5	%
2 A-C	7,227		32.6	%	7,930		27.8	%	BBB	8,407		37.9	%	8,012		28.0	%
Non-rated	—		—	%	—		—	%	Non-rated2	403		1.8	%	455		1.6	%
Total investment grade	20,927		94.3	%	27,446		96.1	%	Total investment grade	20,927		94.3	%	27,458		96.1	%
3 A-C	809		3.6	%	768		2.7	%	BB	822		3.6	%	742		2.6	%
4 A-C	261		1.2	%	203		0.7	%	B	248		1.1	%	193		0.7	%
5 A-C	125		0.5	%	111		0.4	%	CCC	12		0.1	%	12		—	%
6	80		0.4	%	44		0.1	%	CC and lower	35		0.2	%	4		—	%
Non-rated	—		—	%	—		—	%	Non-rated2	158		0.7	%	163		0.6	%
Total below investment grade	1,275		5.7	%	1,126		3.9	%	Total below investment grade	1,275		5.7	%	1,114		3.9	%
ABS net invested assets	$	22,202	100.0	%	$	28,572	100.0	%	ABS net invested assets	$	22,202	100.0	%	$	28,572	100.0	%

CREDIT QUALITY OF CLOs – NAIC DESIGNATION									CREDIT QUALITY OF CLOs – NRSRO DESIGNATION
1 A-G	$	13,232	64.4	%	$	17,030	67.6	%	AAA/AA/A	$	13,232	64.4	%	$	17,030	67.6	%
2 A-C	7,161		34.9	%	8,062		32.0	%	BBB	7,161		34.9	%	8,062		32.0	%
Non-rated	—		—	%	—		—	%	Non-rated2	—		—	%	—		—	%
Total investment grade	20,393		99.3	%	25,092		99.6	%	Total investment grade	20,393		99.3	%	25,092		99.6	%
3 A-C	126		0.6	%	89		0.3	%	BB	126		0.6	%	89		0.3	%
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	%	108		0.4	%	Total below investment grade	145		0.7	%	108		0.4	%
CLO net invested assets	$	20,538	100.0	%	$	25,200	100.0	%	CLO net invested assets	$	20,538	100.0	%	$	25,200	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				September 30, 2024					December 31, 2023				September 30, 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	%	$	6,627	85.3	%	AAA/AA/A	$	2,344	30.1	%	$	2,344	30.2	%
2 A-C	262		3.4	%	442		5.7	%	BBB	475		6.1	%	598		7.7	%
Non-rated	—		—	%	—		—	%	Non-rated2	2,324		29.8	%	2,498		32.2	%
Total investment grade	6,976		89.5	%	7,069		91.0	%	Total investment grade	5,143		66.0	%	5,440		70.1	%
3 A-C	335		4.3	%	298		3.8	%	BB	99		1.3	%	55		0.7	%
4 A-C	323		4.2	%	260		3.3	%	B	128		1.6	%	131		1.7	%
5 A-C	89		1.1	%	67		0.9	%	CCC	1,144		14.7	%	1,018		13.1	%
6	72		0.9	%	74		1.0	%	CC and lower	835		10.7	%	765		9.8	%
Non-rated	—		—	%	—		—	%	Non-rated2	446		5.7	%	359		4.6	%
Total below investment grade	819		10.5	%	699		9.0	%	Total below investment grade	2,652		34.0	%	2,328		29.9	%
RMBS net invested assets	$	7,795	100.0	%	$	7,768	100.0	%	RMBS net invested assets	$	7,795	100.0	%	$	7,768	100.0	%

CREDIT QUALITY OF CMBS – NAIC DESIGNATION									CREDIT QUALITY OF CMBS – NRSRO DESIGNATION
1 A-G	$	4,000	71.7	%	$	5,775	77.7	%	AAA/AA/A	$	3,447	61.8	%	$	5,075	68.2	%
2 A-C	993		17.8	%	821		11.1	%	BBB	962		17.2	%	877		11.8	%
Non-rated	—		—	%	—		—	%	Non-rated2	291		5.2	%	355		4.8	%
Total investment grade	4,993		89.5	%	6,596		88.8	%	Total investment grade	4,700		84.2	%	6,307		84.8	%
3 A-C	293		5.3	%	299		4.0	%	BB	550		9.9	%	476		6.4	%
4 A-C	151		2.7	%	418		5.6	%	B	216		3.8	%	420		5.6	%
5 A-C	75		1.3	%	77		1.0	%	CCC	89		1.6	%	197		2.7	%
6	68		1.2	%	46		0.6	%	CC and lower	25		0.5	%	36		0.5	%
Non-rated	—		—	%	—		—	%	Non-rated2	—		—	%	—		—	%
Total below investment grade	587		10.5	%	840		11.2	%	Total below investment grade	880		15.8	%	1,129		15.2	%
CMBS net invested assets	$	5,580	100.0	%	$	7,436	100.0	%	CMBS net invested assets	$	5,580	100.0	%	$	7,436	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				September 30, 2024
	Dollars		Percent of Total		Dollars		Percent of Total
NET RESERVE LIABILITIES
Indexed annuities	$	84,444	42.4	%	$	84,572	37.4	%
Fixed rate annuities	53,282		26.7	%	62,533		27.7	%
Total deferred annuities	137,726		69.1	%	147,105		65.1	%
Pension group annuities	26,313		13.2	%	26,448		11.7	%
Payout annuities	4,897		2.4	%	4,896		2.2	%
Funding agreements1	26,637		13.4	%	43,588		19.3	%
Life and other	3,716		1.9	%	3,862		1.7	%
Total net reserve liabilities	$	199,289	100.0	%	$	225,899	100.0	%


	Quarterly Trends										Δ				Year-to-Date				Δ
	3Q’23		4Q’23		1Q’24		2Q’24		3Q’24		Q/Q		Y/Y		2023		2024		Y/Y
NET RESERVE LIABILITY ROLLFORWARD
Net reserve liabilities – beginning	$	193,431	$	185,744	$	199,289	$	208,523	$	211,548	1	%	9	%	$	175,970	$	199,289	13	%
Gross inflows2	13,257		20,167		20,408		16,979		20,301		20	%	53	%	44,357		57,688		30	%
Acquisition and block reinsurance3	—		2,214		—		—		—		NM		NM		—		—		NM
Inflows attributable to ACRA noncontrolling interests	(3,192)		(6,025)		(4,519)		(4,907)		(4,318)		(12)	%	35	%	(7,003)		(13,744)		96	%
Inflows ceded to third-party reinsurers4	—		—		(1,083)		(1,047)		(1,083)		3	%	NM		—		(3,213)		NM
Net inflows	10,065		16,356		14,806		11,025		14,900		35	%	48	%	37,354		40,731		9	%
Net withdrawals	(6,827)		(5,791)		(6,748)		(8,627)		(6,176)		(28)	%	(10)	%	(20,249)		(21,551)		6	%
Strategic reinsurance outflows5	(2,723)		—		—		—		—		NM		NM		(2,723)		—		NM
ACRA ownership changes6	(7,023)		(3,239)		—		—		—		NM		NM		(7,023)		—		NM
Other reserve changes	(1,179)		6,219		1,176		627		5,627		NM		NM		2,415		7,430		208	%
Net reserve liabilities – ending	$	185,744	$	199,289	$	208,523	$	211,548	$	225,899	7	%	22	%	$	185,744	$	225,899	22	%

ACRA NONCONTROLLING INTERESTS RESERVE LIABILITY ROLLFORWARD
Reserve liabilities – beginning	$	37,775	$	46,576	$	56,651	$	60,142	$	63,810	6	%	69	%	$	35,981	$	56,651	57	%
Inflows	3,192		6,025		4,519		4,907		4,318		(12)	%	35	%	7,003		13,744		96	%

Withdrawals	(1,188)		(1,325)		(1,287)		(1,513)		(1,982)		31	%	67	%	(3,780)		(4,782)		27	%
ACRA ownership changes6	7,023		3,239		—		—		—		NM		NM		7,023		—		NM
Other reserve changes	(226)		2,136		259		274		1,946		NM		NM		349		2,479		NM
Reserve liabilities – ending	$	46,576	$	56,651	$	60,142	$	63,810	$	68,092	7	%	46	%	$	46,576	$	68,092	46	%

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, 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 and third-party reinsurers. 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	$	25,896	18.6	%	$	25,896		18.6	%
0.0% < 2.0%	6,315		4.5	%	3,933			2.8	%
2.0% < 4.0%	7,037		5.1	%	9,248			6.7	%
4.0% < 6.0%	12,786		9.2	%	20,043			14.4	%
6.0% or greater	86,998		62.6	%	79,912			57.5	%
	$	139,032	100.0	%	$	139,032		100.0	%

			Surrender charge (gross)		MVA benefit			Surrender charge (net)
Aggregate surrender charge protection			5.9	%	0.7		%	6.6	%


	Deferred annuities		Percent of total		Average surrender charge (gross)
YEARS OF SURRENDER CHARGE REMAINING ON DEFERRED ANNUITIES NET ACCOUNT VALUE
No Surrender Charge	$	25,896	18.6	%	—	%
Less than 2	19,972		14.4	%	5.6	%
2 to less than 4	35,171		25.3	%	6.3	%
4 to less than 6	28,173		20.3	%	7.2	%
6 to less than 8	13,987		10.0	%	8.7	%
8 to less than 10	13,293		9.6	%	8.6	%
10 or greater	2,540		1.8	%	14.1	%
	$	139,032	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 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, all 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 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 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 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 interest expense, policy acquisition expenses, net of deferrals, integration, restructuring and other non-operating expenses, stock compensation and long-term incentive plan expenses 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. 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.


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

	Quarterly Trends
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’24
RECONCILIATION OF TOTAL AHL STOCKHOLDERS’ EQUITY TO TOTAL ADJUSTED AHL COMMON STOCKHOLDER’S EQUITY
Total AHL stockholders’ equity	$	8,537		$	13,838		$	14,760		$	14,998		$	17,445
Less: Preferred stock	3,154			3,154			3,154			3,154			3,154
Total AHL common stockholder’s equity	5,383			10,684			11,606			11,844			14,291
Less: Accumulated other comprehensive loss	(8,079)			(5,569)			(5,628)			(5,809)			(3,467)
Less: Accumulated change in fair value of reinsurance assets	(2,807)			(1,882)			(1,880)			(1,787)			(1,416)
Less: Accumulated change in fair value of mortgage loan assets	(2,820)			(2,233)			(2,426)			(2,370)			(1,733)
Total adjusted AHL common stockholder’s equity	$	19,089		$	20,368		$	21,540		$	21,810		$	20,907

RECONCILIATION OF DEBT-TO-CAPITAL RATIO TO ADJUSTED SENIOR DEBT-TO-CAPITAL RATIO
Total debt	$	3,634		$	4,209		$	5,740		$	5,733		$	5,725
Less: Subordinated debt	—			—			575			575			575
Less: Adjustment to arrive at notional debt	234			209			165			158			150
Notional senior debt	$	3,400		$	4,000		$	5,000		$	5,000		$	5,000

Total debt	$	3,634		$	4,209		$	5,740		$	5,733		$	5,725
Total AHL stockholders’ equity	8,537			13,838			14,760			14,998			17,445
Total capitalization	12,171			18,047			20,500			20,731			23,170
Less: Accumulated other comprehensive loss	(8,079)			(5,569)			(5,628)			(5,809)			(3,467)
Less: Accumulated change in fair value of reinsurance assets	(2,807)			(1,882)			(1,880)			(1,787)			(1,416)
Less: Accumulated change in fair value of mortgage loan assets	(2,820)			(2,233)			(2,426)			(2,370)			(1,733)
Less: Adjustment to arrive at notional debt	234			209			165			158			150
Total adjusted capitalization	$	25,643		$	27,522		$	30,269		$	30,539		$	29,636

Debt-to-capital ratio	29.9		%	23.3		%	28.0		%	27.7		%	24.7		%
Accumulated other comprehensive loss	(9.4)		%	(4.7)		%	(5.2)		%	(5.2)		%	(2.9)		%
Accumulated change in fair value of reinsurance assets	(3.2)		%	(1.6)		%	(1.7)		%	(1.6)		%	(1.2)		%
Accumulated change in fair value of mortgage loan assets	(3.3)		%	(1.9)		%	(2.2)		%	(2.2)		%	(1.4)		%
Adjustment to exclude subordinated debt	—		%	—		%	(1.9)		%	(1.8)		%	(1.9)		%
Adjustment to arrive at notional debt	(0.7)		%	(0.6)		%	(0.5)		%	(0.5)		%	(0.4)		%
Adjusted senior debt-to-capital ratio	13.3		%	14.5		%	16.5		%	16.4		%	16.9		%


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

	Quarterly Trends
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’24
RECONCILIATION OF LEVERAGE RATIO TO ADJUSTED LEVERAGE RATIO
Total debt	$	3,634		$	4,209		$	5,740		$	5,733		$	5,725
Add: 50% of preferred stock	1,577			1,577			1,577			1,577			1,577
Less: 50% of subordinated debt	—			—			288			288			288
Less: Adjustment to arrive at notional debt	234			209			165			158			150
Adjusted leverage	$	4,977		$	5,577		$	6,864		$	6,864		$	6,864

Total debt	$	3,634		$	4,209		$	5,740		$	5,733		$	5,725
Total AHL stockholders’ equity	8,537			13,838			14,760			14,998			17,445
Total capitalization	12,171			18,047			20,500			20,731			23,170
Less: Accumulated other comprehensive loss	(8,079)			(5,569)			(5,628)			(5,809)			(3,467)
Less: Accumulated change in fair value of reinsurance assets	(2,807)			(1,882)			(1,880)			(1,787)			(1,416)
Less: Accumulated change in fair value of mortgage loan assets	(2,820)			(2,233)			(2,426)			(2,370)			(1,733)
Less: Adjustment to arrive at notional debt	234			209			165			158			150
Total adjusted capitalization	$	25,643		$	27,522		$	30,269		$	30,539		$	29,636

Leverage ratio	55.8		%	40.8		%	43.4		%	42.9		%	38.3		%
Accumulated other comprehensive loss	(17.4)		%	(8.2)		%	(8.0)		%	(8.0)		%	(4.4)		%
Accumulated change in fair value of reinsurance assets	(6.1)		%	(2.8)		%	(2.7)		%	(2.5)		%	(1.8)		%
Accumulated change in fair value of mortgage loan assets	(6.1)		%	(3.3)		%	(3.5)		%	(3.3)		%	(2.2)		%
Adjustment to exclude 50% of preferred stock	(6.1)		%	(5.6)		%	(5.2)		%	(5.2)		%	(5.3)		%
Adjustment to exclude 50% of subordinated debt	—		%	—		%	(0.9)		%	(1.0)		%	(1.0)		%
Adjustment to arrive at notional debt	(0.7)		%	(0.6)		%	(0.4)		%	(0.4)		%	(0.4)		%
Adjusted leverage ratio	19.4		%	20.3		%	22.7		%	22.5		%	23.2		%


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

	Quarterly Trends															Year-to-Date
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’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	$	442		$	2,925		$	1,147		$	583		$	580		$	1,559		$	2,310
Preferred stock dividends	44			45			45			46			45			136			136
Net income (loss) attributable to noncontrolling interests	(155)			733			283			237			859			354			1,379
Net income	331			3,703			1,475			866			1,484			2,049			3,825
Income tax expense (benefit)	162			(1,619)			307			161			191			458			659
Income before income taxes	493			2,084			1,782			1,027			1,675			2,507			4,484
Less: Total adjustments to income before income taxes	(379)			1,335			966			315			820			149			2,101
Spread related earnings	872			749			816			712			855			2,358			2,383
Notable items	(90)			—			—			—			(25)			(115)			(25)
Spread related earnings, excluding notable items	$	782		$	749		$	816		$	712		$	830		$	2,243		$	2,358

RECONCILIATION OF NET INVESTMENT INCOME TO NET INVESTMENT EARNINGS
US GAAP net investment income	$	2,928		$	3,078		$	3,292		$	3,509		$	3,777		$	8,052		$	10,578
Change in fair value of reinsurance assets	(42)			21			(10)			(37)			(11)			65			(58)
VIE earnings and noncontrolling interests	264			335			311			257			362			743			930
Forward points adjustment on FX derivative hedges	49			33			51			32			30			154			113
Held-for-trading amortization	(38)			(45)			(35)			(8)			(30)			(146)			(73)
Reinsurance impacts	(66)			(65)			(64)			(55)			(54)			(199)			(173)

ACRA noncontrolling interests	(676)			(749)			(868)			(921)			(1,011)			(1,628)			(2,800)
Other	47			(76)			44			26			(20)			35			50
Total adjustments to arrive at net investment earnings	(462)			(546)			(571)			(706)			(734)			(976)			(2,011)
Total net investment earnings	$	2,466		$	2,532		$	2,721		$	2,803		$	3,043		$	7,076		$	8,567

RECONCILIATION OF NET INVESTMENT INCOME RATE TO NET INVESTMENT EARNED RATE
US GAAP net investment income	5.65		%	5.79		%	5.92		%	6.10		%	6.35		%	5.21		%	6.13		%
Change in fair value of reinsurance assets	(0.08)		%	0.04		%	(0.02)		%	(0.06)		%	(0.02)		%	0.04		%	(0.04)		%
VIE earnings and noncontrolling interests	0.51		%	0.63		%	0.56		%	0.45		%	0.61		%	0.48		%	0.54		%
Forward points adjustment on FX derivative hedges	0.09		%	0.06		%	0.09		%	0.05		%	0.05		%	0.10		%	0.06		%
Held-for-trading amortization	(0.07)		%	(0.09)		%	(0.06)		%	(0.01)		%	(0.05)		%	(0.10)		%	(0.04)		%
Reinsurance impacts	(0.13)		%	(0.12)		%	(0.12)		%	(0.10)		%	(0.09)		%	(0.13)		%	(0.10)		%

ACRA noncontrolling interests	(1.30)		%	(1.41)		%	(1.56)		%	(1.60)		%	(1.70)		%	(1.05)		%	(1.62)		%
Other	0.09		%	(0.14)		%	0.08		%	0.04		%	(0.03)		%	0.02		%	0.03		%
Total adjustments to arrive at net investment earned rate	(0.89)		%	(1.03)		%	(1.03)		%	(1.23)		%	(1.23)		%	(0.64)		%	(1.17)		%
Net investment earned rate	4.76		%	4.76		%	4.89		%	4.87		%	5.12		%	4.57		%	4.96		%

Average net invested assets	$	207,312		$	212,761		$	222,391		$	230,156		$	237,810		$	206,241		$	230,101


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

	Quarterly Trends															Year-to-Date
	3Q’23			4Q’23			1Q’24			2Q’24			3Q’24			2023			2024
RECONCILIATION OF BENEFITS AND EXPENSES TO COST OF FUNDS
US GAAP benefits and expenses	$	943		$	7,928		$	3,939		$	3,637		$	4,847		$	15,675		$	12,423
Premiums	(26)			(3,586)			(101)			(673)			(389)			(9,163)			(1,163)
Product charges	(217)			(226)			(238)			(251)			(267)			(622)			(756)
Other revenues	(123)			(7)			(2)			(3)			(4)			(143)			(9)
FIA option costs	374			388			392			402			410			1,124			1,204
Reinsurance impacts	(41)			(39)			(42)			(31)			(47)			(116)			(120)
Non-operating change in insurance liabilities and embedded derivatives	969			(1,913)			(1,339)			(374)			(1,252)			(1,017)			(2,965)
Policy and other operating expenses, excluding policy acquisition expenses	(335)			(373)			(341)			(393)			(573)			(968)			(1,307)

Forward points adjustment on FX derivative hedges	44			58			70			70			77			83			217
AmerUs Closed Block fair value liability	52			(85)			15			13			(55)			27			(27)
ACRA noncontrolling interests	(311)			(610)			(692)			(577)			(833)			(977)			(2,102)
Other	55			59			62			60			69			153			191
Total adjustments to arrive at cost of funds	441			(6,334)			(2,216)			(1,757)			(2,864)			(11,619)			(6,837)
Total cost of funds	$	1,384		$	1,594		$	1,723		$	1,880		$	1,983		$	4,056		$	5,586

RECONCILIATION OF TOTAL BENEFITS AND EXPENSES RATE TO COST OF FUNDS RATE
US GAAP benefits and expenses	1.83		%	14.90		%	7.08		%	6.32		%	8.15		%	10.12		%	7.20		%
Premiums	(0.05)		%	(6.74)		%	(0.18)		%	(1.17)		%	(0.65)		%	(5.92)		%	(0.67)		%
Product charges	(0.42)		%	(0.42)		%	(0.43)		%	(0.44)		%	(0.45)		%	(0.40)		%	(0.44)		%
Other revenues	(0.24)		%	(0.01)		%	—		%	(0.01)		%	(0.01)		%	(0.09)		%	—		%
FIA option costs	0.72		%	0.73		%	0.70		%	0.70		%	0.69		%	0.73		%	0.70		%
Reinsurance impacts	(0.08)		%	(0.07)		%	(0.08)		%	(0.05)		%	(0.08)		%	(0.07)		%	(0.07)		%
Non-operating change in insurance liabilities and embedded derivatives	1.87		%	(3.60)		%	(2.41)		%	(0.65)		%	(2.11)		%	(0.66)		%	(1.72)		%
Policy and other operating expenses, excluding policy acquisition expenses	(0.65)		%	(0.70)		%	(0.61)		%	(0.68)		%	(0.96)		%	(0.63)		%	(0.76)		%

Forward points adjustment on FX derivative hedges	0.08		%	0.11		%	0.13		%	0.12		%	0.13		%	0.05		%	0.13		%
AmerUs Closed Block fair value liability	0.10		%	(0.16)		%	0.03		%	0.02		%	(0.09)		%	0.02		%	(0.02)		%
ACRA noncontrolling interests	(0.60)		%	(1.15)		%	(1.24)		%	(1.00)		%	(1.40)		%	(0.63)		%	(1.22)		%
Other	0.11		%	0.11		%	0.11		%	0.11		%	0.12		%	0.10		%	0.11		%
Total adjustments to arrive at cost of funds	0.84		%	(11.90)		%	(3.98)		%	(3.05)		%	(4.81)		%	(7.50)		%	(3.96)		%
Total cost of funds	2.67		%	3.00		%	3.10		%	3.27		%	3.34		%	2.62		%	3.24		%

Average net invested assets	$	207,312		$	212,761		$	222,391		$	230,156		$	237,810		$	206,241		$	230,101


Non-GAAP Reconciliations Unaudited (in millions)

	Quarterly Trends										Year-to-Date
	3Q’23		4Q’23		1Q’24		2Q’24		3Q’24		2023		2024
RECONCILIATION OF POLICY AND OTHER OPERATING EXPENSES TO OTHER OPERATING EXPENSES
US GAAP policy and other operating expenses	$	472	$	489	$	459	$	507	$	687	$	1,359	$	1,653
Interest expense	(113)		(99)		(102)		(129)		(142)		(360)		(373)
Policy acquisition expenses, net of deferrals	(137)		(116)		(118)		(114)		(114)		(391)		(346)
Integration, restructuring and other non-operating expenses	(41)		(32)		(30)		(31)		(204)		(98)		(265)
Stock compensation expenses	(13)		(46)		(13)		(11)		(12)		(42)		(36)
ACRA noncontrolling interests	(30)		(65)		(70)		(95)		(88)		(78)		(253)
Other	(15)		(11)		(10)		(11)		(13)		(23)		(34)
Total adjustments to arrive at other operating expenses	(349)		(369)		(343)		(391)		(573)		(992)		(1,307)
Other operating expenses	$	123	$	120	$	116	$	116	$	114	$	367	$	346



							December 31, 2023				September 30, 2024
RECONCILIATION OF INVESTMENT FUNDS, INCLUDING RELATED PARTIES AND CONSOLIDATED VIES, TO NET ALTERNATIVE INVESTMENTS
Investment funds, including related parties and consolidated VIEs							$	17,668			$	18,846
Equity securities							430				5
Certain equity securities included in AFS or trading securities							201				34
Investment funds within funds withheld at interest							827				879
Royalties							14				10
Net assets of the VIE, excluding investment funds							(4,508)				(4,768)
Unrealized (gains) losses							26				15
ACRA noncontrolling interests							(2,829)				(3,500)
Other assets							(170)				(165)
Total adjustments to arrive at net alternative investments							(6,009)				(7,490)
Net alternative investments							$	11,659			$	11,356


Non-GAAP Reconciliations Unaudited (in millions)

	Quarterly Trends
	3Q’23		4Q’23		1Q’24		2Q’24		3Q’24
RECONCILIATION OF TOTAL INVESTMENTS, INCLUDING RELATED PARTIES, TO NET INVESTED ASSETS
Total investments, including related parties	$	214,953	$	238,941	$	254,239	$	265,044	$	286,102
Derivative assets	(4,571)		(5,298)		(7,159)		(7,488)		(7,529)
Cash and cash equivalents (including restricted cash)	11,214		14,781		16,825		14,097		14,551
Accrued investment income	1,792		1,933		2,332		2,507		2,695
Net receivable (payable) for collateral on derivatives	(2,485)		(2,835)		(4,293)		(4,258)		(4,194)
Reinsurance impacts	882		(572)		(1,358)		(2,132)		(4,284)
VIE assets, liabilities and noncontrolling interests	14,340		14,818		14,979		15,339		15,697
Unrealized (gains) losses	25,078		16,445		17,809		18,869		11,674
Ceded policy loans	(174)		(174)		(171)		(170)		(167)
Net investment receivables (payables)	(375)		11		(950)		(252)		(291)
Allowance for credit losses	592		608		615		682		689
Other investments	(37)		(41)		(31)		(23)		(11)
Total adjustments to arrive at gross invested assets	46,256		39,676		38,598		37,171		28,830
Gross invested assets	261,209		278,617		292,837		302,215		314,932
ACRA noncontrolling interests	(53,114)		(61,190)		(65,482)		(69,258)		(72,269)
Net invested assets	$	208,095	$	217,427	$	227,355	$	232,957	$	242,663

RECONCILIATION OF TOTAL LIABILITIES TO NET RESERVE LIABILITIES
Total liabilities	$	255,734	$	279,344	$	297,423	$	308,295	$	327,855
Debt	(3,634)		(4,209)		(5,740)		(5,733)		(5,725)
Derivative liabilities	(1,892)		(1,995)		(2,429)		(3,212)		(2,758)
Payables for collateral on derivatives and short-term securities to repurchase	(4,786)		(4,370)		(5,481)		(7,210)		(5,286)
Other liabilities	(2,324)		(2,590)		(4,195)		(4,839)		(7,058)
Liabilities of consolidated VIEs	(1,255)		(1,115)		(1,082)		(1,526)		(1,363)
Reinsurance impacts	(8,918)		(8,574)		(9,277)		(9,876)		(11,196)
Policy loans ceded	(174)		(174)		(171)		(170)		(167)
Market risk benefit asset	(431)		(377)		(383)		(371)		(311)
ACRA noncontrolling interests	(46,576)		(56,651)		(60,142)		(63,810)		(68,092)

Total adjustments to arrive at net reserve liabilities	(69,990)		(80,055)		(88,900)		(96,747)		(101,956)
Net reserve liabilities	$	185,744	$	199,289	$	208,523	$	211,548	$	225,899

Document and Entity Information Document and Entity Information	Nov. 06, 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	Nov. 06, 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