Athene Holding Ltd

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Forward-Looking Statements, Item 1A. Risk Factorsand Item 8. Financial Statements and Supplementary Data included within this report.

Overview

We are a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. AGM is the beneficial owner of 100% of our common stock and controls all of the voting power to elect members to our board of directors. We focus on generating spread income by combining our two core competencies of (1) sourcing long-term, persistent liabilities and (2) using the global scale and reach of Apollo’s asset management business to actively source or originate assets with our preferred risk and return characteristics. Our steady and significant base of earnings generates capital that we opportunistically invest across our business to source attractively priced liabilities and capitalize on opportunities.

We have established a significant base of earnings and, as of December 31, 2023, have an expected annual net investment spread, which measures our investment performance plus strategic capital management fees less the total cost of our liabilities, of 1–2% over the estimated 8.5 year weighted-average life of our net reserve liabilities. The weighted-average life includes deferred annuities, pension group annuities, funding agreements, payout annuities and other products.

Our total assets have grown to $300.6 billion as of December 31, 2023. For the year ended December 31, 2023, we generated a net investment spread of 1.93%.

The following table presents the inflows and outflows generated from our organic and inorganic channels as well as the breakout between Athene and the ACRA noncontrolling interests:

Our organic channels, including retail, flow reinsurance and institutional products, provided gross inflows of $63.4 billion, $47.9 billion and $37.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively, which were underwritten to attractive returns. Gross organic inflows for the year ended December 31, 2023 increased $15.6 billion, or 33%, reflecting the strength of our multi-channel distribution platform and our ability to quickly pivot into optimal and profitable channels as opportunities arise. Withdrawals on our deferred annuities, benefit payments, repurchases and maturities of our funding agreements, payments on payout annuities, pension group annuity payments and reinsurance outflows (collectively, gross outflows), in the aggregate were $33.9 billion, $27.9 billion and $17.5 billion for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in gross outflows, which was within our expectations, was primarily related to annuity policies and policies underlying certain reinsurance blocks which have reached the end of the surrender charge period in a higher rate environment and the $2.7 billion VIAC recapture transaction in 2023, partially offset by outflows in 2022 from the $4.9 billion strategic reinsurance transaction with Catalina and higher repurchases and maturities of historical funding agreement issuances. We believe that our credit profile, current product offerings and product design capabilities as well as our growing reputation as both a seasoned funding agreement issuer and a reliable pension group annuity counterparty will continue to enable us to grow our existing organic channels and source additional volumes of profitably underwritten liabilities in various market environments. We intend to continue to grow organically by expanding each of our retail, flow reinsurance and institutional distribution channels. We believe that we have the right people, infrastructure, scale and capital discipline to position us for continued growth.

Within our retail channel, we had fixed annuity sales of $35.3 billion, $20.4 billion and $8.8 billion for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in our retail channel was driven by record inflows related to the strong performance of our MYGA and FIA products across our bank, IMO and broker-dealer channels, exhibiting strong sales execution, the current rate environment and our continued expansion into large financial institutions. We have maintained our disciplined approach to pricing and our targeted underwritten returns. We aim to continue to grow our retail channel by deepening our relationships with our approximately 51 IMOs and with our growing network of 18 banks and 144 broker-dealers, collectively representing approximately 128,000 independent agents. Our strong financial position and diverse, capital-efficient products allow us to be dependable partners with IMOs, banks and broker-dealers as well as consistently write new business. We expect our retail channel to continue to benefit from our credit profile, product launches and continuous product enhancements. We believe this can support growth in sales at our targeted returns through increased volumes via existing IMO relationships and allow us to continue to expand our bank and broker-dealer channels. Additionally, we continue to focus on hiring and training a specialized sales force and creating products to capture new potential distribution opportunities.

Within our flow reinsurance channel, we target reinsurance business consistent with our preferred liability characteristics, which provides us another opportunistic channel to source liabilities with attractive crediting rates. We generated inflows through our flow reinsurance channel of $10.5 billion, $6.2 billion and $2.6 billion for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in our flow reinsurance channel from 2022 was driven by record volumes related to new partners added in both the US and Japan in 2023 as well as increased volumes from existing partnerships reflecting the elevated interest rate environment. We expect that our credit profile and our reputation as a solutions provider will help us continue to source additional reinsurance partners, which will further diversify our flow reinsurance channel.

Within our institutional channel, we generated inflows of $17.6 billion, $21.3 billion and $25.7 billion for the years ended December 31, 2023, 2022 and 2021, respectively. The decrease in our institutional channel was driven by lower funding agreement and pension group annuity inflows. We issued funding agreements in the aggregate principal amount of $7.2 billion, $10.0 billion and $11.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively. The decrease in our funding agreement channel from 2022 was primarily driven by fewer issuances through our FABN program as well as fewer issuances of long-term repurchase agreements as market conditions remain challenging, partially offset by higher FHLB and FABR issuances. Funding agreement inflows for the year ended December 31, 2023 consisted of $368 million of FABN issuances, $3.0 billion of FABR issuances, $3.5 billion of FHLB issuances and $300 million of long-term repurchase agreement issuances. As of December 31, 2023, we had funding agreements of $19.9 billion and $6.0 billion outstanding under our FABN and FABR programs, respectively,$6.5 billion outstanding with the FHLB and $3.2 billion of long-term repurchase agreements. We issued group annuity contracts in the aggregate principal amount of $10.4 billion, $11.2 billion and $13.8 billion for the years ended December 31, 2023, 2022 and 2021, respectively. The decrease in our pension group annuity channel was primarily related to the elevated industry volumes in 2022, partially offset by the closing of our largest single pension group annuity transaction to date in 2023. Since entering the pension group annuity market in 2017, we have closed 47 deals resulting in the issuance or reinsurance of group annuities of $51.8 billion with more than 560,000 plan participants as of December 31, 2023. We expect to grow our institutional channel by continuing to engage in pension group annuity transactions and programmatic issuances of funding agreements.

Our inorganic channel has contributed significantly to our growth through both acquisitions and block reinsurance transactions. We completed our first block reinsurance transaction in the Japanese market in 2023. On November 6, 2023, we entered into an agreement with FWD Life Insurance Company, Ltd., a subsidiary of FWD Group Holdings Ltd. (FWD), 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 also entered into an agreement to retrocede the mortality risk related to this block of business to Swiss Reinsurance Company Ltd., a leading mortality reinsurer, on a yearly renewable term basis. We plan to continue to grow and diversify our business, both organically and inorganically, with a focus on international expansion, particularly in Asia. We believe our corporate development team, with support from Apollo, has an industry-leading ability to source, underwrite and expeditiously close transactions. With support from Apollo, we are a solutions provider with a proven track record of closing transactions, which we believe makes us the ideal partner to insurance companies seeking to restructure their business. We expect that our inorganic channel will continue to be an important source of profitable growth in the future.

Executing our growth strategy requires that we have sufficient capital available to deploy. We believe that we have significant capital available to support our growth aspirations. As of December 31, 2023, we estimate that we had approximately $8.0 billion in capital available to deploy, consisting of approximately $2.6 billion in excess equity capital, $3.8 billion in untapped debt capacity (assuming a peer average adjusted debt-to-capitalization ratio of 25%, which is subject to general availability and market conditions), and $1.6 billion in available undrawn capital at ACRA.

To support our growth strategies and capital deployment opportunities, we established ACRA 1 as a long-duration, on-demand capital vehicle. We own 36.55% of the economic interests in ACRA 1, with the remaining 63.45% of the economic interests being owned by ADIP I, a series of funds managed by Apollo. During the commitment period, ACRA 1 participated in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP I’s proportionate economic interest in ACRA 1. The commitment period for ACRA 1 expired in August 2023.

To further support our growth and capital deployment opportunities following the deployment of capital by ACRA 1, we funded ACRA 2 in December of 2022 as another long-duration, on-demand capital vehicle. Effective July 1, 2023, ALRe sold 50% of its non-voting, economic interests in ACRA 2 to ADIP II for $640 million, while maintaining all of ACRA 2’s voting interests. Effective December 31, 2023, ACRA 2 repurchased a portion of its shares held by ALRe, which increased ADIP II’s ownership of economic interests in ACRA 2 to 60%, with ALRe owning the remaining 40% of economic interests. ACRA 2 participates in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP II’s proportionate economic interest in ACRA 2.

These stockholder-friendly, strategic capital solutions allow us the flexibility to simultaneously deploy capital across multiple accretive avenues, while maintaining a strong financial position.

AAA Investment

We consolidate AAA as a VIE. Apollo established AAA for the purpose of providing a single vehicle through which we and third-party investors can participate in a portfolio of alternative investments, which include those managed by Apollo. Additionally, we believe AAA enhances Apollo’s ability to increase alternative assets under management (AUM) by raising capital from third parties, which will allow Athene to achieve greater scale and diversification for alternatives. Third-party investors began to invest in AAA on July 1, 2022. During the year ended December 31, 2022, we contributed $8.0 billion of certain of our alternative investments to AAA in exchange for limited partnership interests in AAA.

Merger with Apollo

On January 1, 2022, we completed our merger with AGM and are now a direct subsidiary of AGM. The total consideration for the transaction was $13.1 billion. The consideration was calculated based on historical AGM’s December 31, 2021 closing share price multiplied by the AGM common shares issued in the share exchange, as well as the fair value of stock-based compensation awards replaced, fair value of warrants converted to AGM common shares and other equity consideration, and effective settlement of pre-existing relationships and other consideration.

At the closing of the merger, each issued and outstanding AHL Class A common share (other than shares held by Apollo, the AOG or the respective direct or indirect wholly owned subsidiaries of Athene or the AOG) was converted automatically into 1.149 shares of AGM common shares with cash paid in lieu of any fractional AGM common shares. In connection with the merger, AGM issued to AHL Class A common shareholders 158.2 million AGM common shares in exchange for 137.6 million AHL Class A common shares that were issued and outstanding as of the acquisition date, exclusive of the 54.6 million shares previously held by Apollo immediately before the acquisition date.