Athene Holding Ltd

Results of Operations

We completed our merger with AGM on January 1, 2022 and elected pushdown accounting in which we used AGM’s basis of accounting that reflects the fair market value of our assets and liabilities as of the date of the merger.

The following summarizes the consolidated results of operations:

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

In this section, references to 2024 refer to the year ended December 31, 2024 and references to 2023 refer to the year ended December 31, 2023.

Net Income (Loss) Available to Athene Holding Ltd. Common Stockholder

Net income (loss) available to Athene Holding Ltd. common stockholder decreased by $1.2 billion, or 27%, to $3.3 billion in 2024 from $4.5 billion in 2023. The decrease in net income (loss) available to Athene Holding Ltd. common stockholder was primarily driven by a $7.5 billion decrease in revenues, a $1.9 billion increase in income tax expense (benefit) and a $356 million increase in net income (loss) attributable to noncontrolling interests, partially offset by an $8.5 billion decrease in benefits and expenses.

Revenues

Revenues decreased by $7.5 billion to $20.7 billion in 2024 from $28.2 billion in 2023. The decrease was primarily driven by a decrease in premiums and a decrease in other revenues, partially offset by an increase in net investment income, an increase in investment related gains (losses) and an increase in VIE investment related gains (losses).

Premiums decreased by $11.4 billion to $1.3 billion in 2024 from $12.7 billion in 2023, primarily driven by a $9.5 billion decrease inpension group annuity premiums compared to 2023 and a decrease in premiums attributable to the execution of a whole life block reinsurance transaction in the fourth quarter of 2023.

Other revenues decreased by $572 million to $19 million in 2024 from $591 million in 2023, primarily due to the $555 million gain on the settlement of the VIAC recapture agreement in 2023.

Net investment income increased by $3.4 billion to $14.5 billion in 2024 from $11.1 billion in 2023, primarily driven by significant growth in our investment portfolio attributable to strong net flows in 2024 and higher rates on new deployment in comparison to our existing portfolio related to the higher interest rate environment. These increases were partially offset by higher investment management fees driven by the significant growth in our investment portfolio.

Investment related gains (losses) increased by $617 million to $2.0 billion in 2024 from $1.4 billion in 2023, primarily due to favorable net foreign exchange impacts, a favorable change in the fair value of FIA hedging derivatives and the fair value of our strategic modco reinsurance agreement with Catalina, involving the cession of certain inforce funding agreements, and a favorable change in the provision for credit losses, partially offset by an unfavorable change in fair value of reinsurance assets. The favorable net foreign exchange impacts were primarily related to the strengthening of the US dollar against foreign currencies in 2024 compared to 2023. The change in fair value of FIA hedging derivatives increased $356 million, primarily driven by the favorable performance of the equity indices upon which our call options are based, with the 2024 impact amplified by the strong growth in our FIA block of business over the previous twelve months. The largest percentage of our call options are based on the S&P 500 Index, which increased 23.3% in 2024, compared to an increase of 24.2% in 2023. The favorable change in the provision for credit losses of $154 million was primarily driven by intent-to-sell impairments in 2023 related to the timing of the recapture of certain business by VIAC and impacts from the Silicon Valley Bank failure. The change in fair value of reinsurance assets decreased $932 million, primarily driven by an increase in US Treasury rates in 2024 compared to a decrease in 2023.

VIE investment related gains (losses) increased by $337 million to $1.5 billion in 2024 from $1.2 billion in 2023, primarily driven by gains within AAA related to favorable returns on the underlying assets.

Benefits and Expenses

Benefits and expenses decreased by $8.5 billion to $15.1 billion in 2024 from $23.6 billion in 2023. The decrease was driven by a decrease in future policy and other policy benefits and a decrease in market risk benefits remeasurement (gains) losses, partially offset by an increase in interest sensitive contract benefits, an increase in policy and other operating expenses and an increase in DAC, DSI and VOBA amortization. Our annual unlocking of assumptions resulted in an increase in total benefits and expenses of $31 million compared to a decrease of $22 million in 2023. The 2024 unlocking was driven by an increase of $62 million in market risk benefits, an increase of $21 million related to DAC, DSI and VOBA and an increase of $8 million in interest sensitive contract benefits, partially offset by a decrease of $60 million in future policy and other policy benefits, compared to a decrease of $94 million in interest sensitive contract benefits and a decrease of $45 million in future policy and other policy benefits, partially offset by an increase of $81 million in market risk benefits and an increase of $36 million related to DAC, DSI and VOBA in 2023.

Future policy and other policy benefits decreased by $11.4 billion to $3.1 billion in 2024 from $14.4 billion in 2023, primarily driven bya$9.5 billion decrease in pension group annuity obligations compared to 2023, a decrease in life reserves due to the execution of a $2.2 billion whole life block reinsurance transaction in the fourth quarter of 2023 and a favorable change in unlocking, partially offset by a $207 million increase in accrued interest. Unlocking in 2024 was $60 million favorable consisting of $104 million of favorable future policy benefit reserve unlocking, partially offset by $44 million of unfavorable negative VOBA and deferred profit liability unlocking. The favorable unlocking primarily related to favorable projected mortality lowering future benefit payments, partially offset by an increase in the lump sum payment utilization assumption. Unlocking in 2023 was $45 million favorable consisting of $297 million of favorable future policy benefit reserve unlocking, partially offset by $252 million of unfavorable negative VOBA and deferred profit liability unlocking. The favorable unlocking primarily related to higher interest rates and favorable mortality experience lowering future benefit payments.

Market risk benefits remeasurement (gains) losses decreased by $506 million to $(102) million in 2024 from $404 million in 2023. The gains in 2024 compared to losses in 2023 were primarily driven by a favorable change in the fair value of market risk benefits and a favorable change in unlocking, partially offset by a$44 million increase in accrued interest. The change in fair value of market risk benefits was $567 million favorable compared to 2023 due to an increase in the risk-free discount rate across the curve, which is used in the fair value measurement of the liability for market risk benefits. This impact was partially offset by an unfavorable change in the fair value of market risk benefits of $25 million relatedto less favorable equity market performance compared to 2023. The market risk benefits unlocking in 2024 was $62 million unfavorable primarily due to an increase in the income rider utilization assumption increasing projected claims, partially offset by favorable changes in lapse and enhanced income utilization assumptions, while 2023 unlocking was $81 million unfavorable primarily due to an increase in the income rider utilization assumption increasing projected claims, partially offset by favorable changes in lapse and income rider restart assumptions.

Interest sensitive contract benefits increased by $2.7 billion to $8.9 billion in 2024 from $6.2 billion in 2023, primarily driven by significant growth in our deferred annuity and funding agreement blocks of business, higher rates on new deferred annuity and funding agreement issuances in comparison to our existing blocks of business and an unfavorable change in unlocking, partially offset by a decrease in the change in fair value of FIA embedded derivatives. The decrease in the change in fair value of FIA embedded derivatives of $1.3 billion was primarily due to thefavorable change in discount rates used in our embedded derivative calculations as 2024 experienced an increase in discount rates compared to a decrease in 2023. This was partially offset by the favorable performance of the equity indices towhich our FIA policies are linked, with the 2024 impact amplified by the strong growth in our FIA block of business over the previous twelve months. The largest percentage of our FIA policies are linked to the S&P 500 Index, which increased 23.3% in 2024, compared to an increase of 24.2% in 2023. The fair value of FIA embedded derivatives unlocking in 2024 was $67 million unfavorable primarily due to changes to projected interest crediting, while 2023 unlocking was $20 million favorable primarily due to changes to projected interest crediting, partially offset by an increase in lapse and risk margin assumptions. The negative VOBA unlocking related to our interest sensitive contract liabilities in 2024 was $59 million favorable mainly due to updated economics and an increase in lapse assumptions, while 2023 unlocking was $74 million favorable mainly due to an increase in lapse assumptions.

Policy and other operating expenses increased by $365 million to $2.2 billion in 2024 from $1.8 billion in 2023, primarily driven by $152 million of expense related to guaranty association assessments levied against us in connection with the Bankers Life Insurance Company and Colorado Bankers Life Insurance Company insolvencies and an increase in interest expense. Additionally, policy and other operating expenses increased due to an increase in policy acquisition expenses related to significant volume growth in 2024, as well as an increase in contingent investment fees ACRA is obligated to pay on behalf of ADIP.

DAC, DSI and VOBA amortization increased by $253 million to $941 million in 2024 from $688 million in 2023, primarily due to strong growth in our retail channel in 2024, partially offset by a favorable change in unlocking. Unlocking in 2024 was$21 million unfavorable mainly related to changes to projected interest crediting and an increase in lapse assumptions, while unlocking in 2023 was $36 million unfavorable mainly related to an increase in lapse assumptions and changes to projected interest crediting.

Income Tax Expense (Benefit)

Income tax expense (benefit) increased by $1.9 billion to $730 million in 2024 from $(1.2) billion in 2023, primarily driven by a one-time

tax benefit of $1.8 billion resulting from the establishment of deferred tax assets related to the Bermuda CIT in 2023, an increase in net investment income and a favorable change in the fair value of market risk benefits, partially offset by an increase in policyholder and other reserve liability costs, an unfavorable change in fair value of reinsurance assets and the gain on the settlement of the VIAC recapture agreement in 2023. Our effective tax rate in 2024 was 13% compared to a benefit of 25% in 2023 due to the establishment of deferred tax assets related to the Bermuda CIT in 2023. The income tax expense (benefit) was calculated by applying the 21% US statutory rate to the income of our US and foreign subsidiaries, net of the noncontrolling interests.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests increased by $356 million to $1.4 billion in 2024 from $1.1 billion in 2023, primarily due to an increase in income attributable to the ACRA 2 noncontrolling interest, which was established in the third quarter of 2023, with ADIP II increasing its ownership stake in ACRA 2 to 60% effective December 31, 2023 and 63% effective October 1, 2024. Additionally, the increase was driven by an increase in earnings at AAA coupled with a higher allocation of income to the AAA noncontrolling interest related to the continued increase in the noncontrolling interest ownership of AAA. This was partially offset by the unfavorable change in fair value of reinsurance assets related to an increase in US Treasury rates in 2024 compared to a decrease in 2023.

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations in our 2023 Annual Report for the results of operations discussion for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Summary of Non-GAAP Earnings

The following summarizes ourspread related earnings:

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

In this section, references to 2024 refer to the year ended December 31, 2024 and references to 2023 refer to the year ended December 31, 2023.

Spread Related Earnings

SRE increased by $114 million, or 4%, to $3.2 billion in 2024 from $3.1 billion in 2023. The increase in SRE was primarily driven by higher net investment earnings and strategic capital management fees, partially offset by higher cost of funds and interest and other financing costs.

Net investment earnings increased $2.1 billion, primarily driven by $25.3 billion of growth in our average net invested assets, higher rates on new deployment compared to our existing portfolio related to the higher interest rate environment and an increase in alternative net investment income, partially offset by an increase in income attributable to the ACRA noncontrolling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increases in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023 and 63% effective October 1, 2024. The increase in alternative net investment income compared to 2023 was primarily driven by more favorable performance within retirement services and strategic origination platforms, as well as credit, partially offset by less favorable performance within equity. The increase in income from retirement services platforms was primarily related to underperformance from FWD Group Holdings Limited (FWD) and a decrease in the share price of Challenger Limited (Challenger) in 2023, partially offset by increased expenses and lower growth impacting the valuation of Athora in 2024. The increase in income from strategic origination platforms was mainly attributable to unfavorable performance from Aqua Finance in 2023 related to macroeconomic headwinds for consumer loan origination, favorable performance from Foundation Home Loans driven by increased origination volumes in 2024 and strong growth within other strategic origination platforms related to the funding of investments in 2024, partially offset by outsized performance from MidCap Financial in 2023.

Strategic capital management fees increased $33 million due to additional fees received from ADIP II as a result of the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increases in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023 and 63% effective October 1, 2024, as well as new business ceded to ACRA 2 in 2024.

Cost of funds increased $2.1 billion, primarily driven by growth in and higher rates on new deferred annuity issuances, growth in and higher rates on new institutional business, including the additional costs of swapping to or issuing funding agreements as floating rate to mitigate SRE sensitivity to floating rate assets, an increase in business mix to institutional business at higher crediting rates and the $114 million operating gain on the settlement of the VIAC recapture agreement in 2023. These impacts were partially offset by an increase in costs attributable to the ACRA noncontrolling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increases in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023 and 63% effective October 1, 2024, as well as a favorable change in unlocking and a favorable impact to pension group annuity balances related to a refinement in methodology. Unlocking, net of the noncontrolling interests, was favorable $16 million primarily related to favorable projected mortality lowering future benefit payments, updated economics and favorable changes in lapse and enhanced income utilization assumptions. These impacts were largely offset by an increase in the income rider utilization assumption increasing projected claims, an increase in the lump sum payment utilization assumption and changes to projected interest crediting. Unlocking, net of the noncontrolling interests, in 2023 was unfavorable $24 million primarily related to an increase in the income rider utilization assumption increasing projected claims. This impact was partially offset by favorable changes in lapse and income rider restart assumptions, as well as higher interest rates and favorable mortality experience lowering future benefit payments.

Interest and other financing costs increased $29 million related to higher interest expense resulting from our debt issuances in the fourth quarter of 2023 and the first and fourth quarters of 2024, partially offset by lower interest expense resulting from a decrease in the average outstanding balance of short-term repurchase agreements in 2024 compared to 2023.

Net Investment Spread

Net investment spread decreased 15 basis points to 1.78% in 2024 from 1.93% in 2023, primarily driven by higher cost of funds, partially offset by a higher net investment earned rate.

Cost of funds increased 58 basis points to 3.29% in 2024 from 2.71% in 2023, primarily driven by higher rates on new deferred annuity issuances, higher rates on new institutional business, including the additional costs of swapping to or issuing funding agreements as floating rate to mitigate SRE sensitivity to floating rate assets, an increase in business mix to institutional business at higher crediting rates and the $114 million operating gain on the settlement of the VIAC recapture agreement in 2023. These impacts were partially offset by an increase in costs attributable to the ACRA noncontrolling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increases in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023 and 63% effective October 1, 2024, as well as a favorable change in unlocking and a favorable impact to pension group annuity balances related to a refinement in methodology.

Net investment earned rate increased 42 basis points to 5.03% in 2024 from 4.61% in 2023, primarily due to higher returns in both our fixed income and alternative investment portfolios, partially offset byan increase in income attributable to the ACRA noncontrolling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increases in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023 and 63% effective October 1, 2024. Fixed income and other net investment earned rate was 4.87% in 2024, an increase from 4.45% in 2023, primarily driven byhigher rates on new deployment compared to our existing portfolio related to the higher interest rate environment. Alternative net investment earned rate was 8.03% in 2024, an increase from 7.22% in 2023, primarily driven by more favorable performance within retirement services and strategic origination platforms, as well as credit, partially offset by less favorable performance within equity. The higher returns on retirement services platforms was primarily related to underperformance from FWD and a decrease in the share price of Challenger in 2023, partially offset by increased expenses and lower growth impacting the valuation of Athora in 2024. The higher returns from strategic origination platforms was mainly attributable to unfavorable performance from Aqua Finance in 2023 related to macroeconomic headwinds for consumer loan origination and favorable performance from Foundation Home Loans driven by increased origination volumes in 2024, partially offset by outsized performance from MidCap Financial in 2023.

Adjustments to Net Income (Loss) Available to Athene Holding Ltd. Common Stockholder

The adjustments tonet income (loss) available to Athene Holding Ltd. common stockholder are comprised of investment gains (losses), net of offsets; non-operating change in insurance liabilities and related derivatives; inte gration, restructuring and other non-operating expenses; stock compensation expense and the non-operating income tax expense (benefit) related to these adjustments. The decrease in adjustments to net income (loss) available to Athene Holding Ltd. common stockholder in 2024 compared to 2023 was primarily driven by non-operating income tax expense compared to a significant benefit in 2023 and an increasein integration, restructuring and other non-operating expenses, partially offset byan increase in non-operating change in insurance liabilities and related derivatives and anincreasein investment gains (losses), net of offsets. Our annual unlocking of assumptions, net of the noncontrolling interests, resulted ina decrease in our adjustments to net income (loss) available to AHL common stockholder of $11 million compared to an increase of $71 million in 2023. The 2024 unlocking was driven by $26 million unfavorable FIA embedded derivative unlocking, partially offset by $14 million favorable market risk benefits unlocking and $1 million favorable liability for future policy benefits unlocking, compared to $71 million favorable FIA embedded derivative unlocking in 2023.

Non-operating income tax expense (benefit)increased $1.9 billion, primarily due to aone-time tax benefit of $1.8 billion resulting from the establishment of deferred tax assets related to the Bermuda CIT in 2023, as well as a favorable change in the fair value of market risk benefits, partially offset byan unfavorable change in fair value of reinsurance assets and the gain on the settlement of the VIAC recapture agreement in 2023.

Integration, restructuring and other non-operating expenses increased $109 million, primarily related to guaranty association assessments levied against us in connection with the Bankers Life Insurance Company and Colorado Bankers Life Insurance Company insolvencies.

Non-operating change in insurance liabilities and related derivatives increased $664 million, primarily due to the favorable change in fair value of market risk benefits and the increase in net FIA derivatives. The $428 million favorable change in fair value of market risk benefits was primarily driven by an increase in the risk-free discount rate across the curve, which is used in the fair value measurement of the liability for market risk benefits, as well as a favorable change in unlocking, partially offset by less favorable equity market performance compared to 2023. The fair value of market risk benefits unlocking, net of the noncontrolling interests, in 2024 was $14 million favorable primarily due to updated economics, while 2023 unlocking resulted in no market risk benefit impacts. The $147 million favorable change in net FIA derivatives was primarily driven bythe favorable change in discount rates used in our embedded derivative calculations as 2024 experienced an increase in discount rates compared to a decrease in 2023. This impact was partially offsetby an unfavorable change in unlocking, as well as the performance of the equity indices to which our FIA policies are linked, with the 2024 impact amplified by the strong growth in our FIA block of business over the previous twelve months. The largest percentage of our FIA policies are linked to the S&P 500 Index, which increased 23.3% in 2024, compared to an increase of 24.2% in 2023. The fair value of FIA embedded derivative unlocking, net of the noncontrolling interests, in 2024 was $26 million unfavorable primarily due to changes to projected interest crediting, while 2023 unlocking was $71 million favorable primarily due to changes to projected interest crediting, partially offset by an increase in lapse and risk margin assumptions.

Investment gains (losses), net of offsets, increased $47 million, primarily due to favorable net foreign exchange impactsand a favorable change in the provision for credit losses, partially offset by an unfavorable change in fair value of reinsurance assets and the $441 million non-operating gain on the settlement of the VIAC recapture agreement in 2023. The favorable net foreign exchange impacts were primarily related to the strengthening of the US dollar against foreign currencies in 2024 compared to 2023. The favorable change in the provision for credit losses of$126 million was primarily driven by intent-to-sell impairments in 2023 related to the timing of the recapture of certain business by VIAC and impacts from the Silicon Valley Bank failure. The unfavorable change in fair value of reinsurance assets of $454 million wasprimarily due to an increase in US Treasury rates in 2024 compared to a decrease in 2023.

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Summary of Non-GAAP Earnings in our 2023 Annual Report for the summary of non-GAAP earnings discussion for the year ended December 31, 2023 compared to the year ended December 31, 2022.