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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(Exact name of registrant as specified in its charter)
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Bermuda
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001-37963
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98-0630022
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(State or other jurisdiction of
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(Commission file number)
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A common shares, par value $0.001 per share
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ATH
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New York Stock Exchange
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Depositary Shares, each representing a 1/1,000th interest in a
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6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A
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ATHPrA
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New York Stock Exchange
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Depositary Shares, each representing a 1/1,000th interest in a
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5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series B
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ATHPrB
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New York Stock Exchange
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ATHENE HOLDING LTD.
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Date:
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November 5, 2019
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/s/ Martin P. Klein
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Martin P. Klein
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Executive Vice President and Chief Financial Officer
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•
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Book value per common share of $74.20, an increase of 11% and 63% for the quarter-over-quarter and year-over-year periods ended September 30, 2019, respectively
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•
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Adjusted book value per common share of $50.74, an increase of 3% and 11% for the quarter-over-quarter and year-over-year periods ended September 30, 2019, respectively
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•
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ROE of 8.5%, Consolidated adjusted operating ROE of 10.6%, and Retirement Services adjusted operating ROE of 13.5% for the quarter ended September 30, 2019
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•
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ROA of 0.78% and adjusted operating ROA of 0.82% for the quarter ended September 30, 2019
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•
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Total deposits of $5.6 billion underwritten to mid-teens or better returns for the quarter ended September 30, 2019
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•
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Repurchased $927 million of common stock from December 2018 through October 2019, including $121 million in the third quarter and an additional $283 million through November 5, 2019
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On October 28, 2019, Athene announced a transaction with its longstanding partner, Apollo Global Management, to strengthen the relationship and increase strategic alignment between the two companies. Per the terms of the transaction, Apollo will concede its super-voting rights to eliminate Athene's multi-class share structure and Apollo will buy an incremental 18% stake in Athene at a premium in exchange for a 7% equity stake in Apollo as well as cash consideration2
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•
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Athene's Board of Directors increased the share repurchase authorization by $600 million in connection with the recently announced strategic transaction with Apollo, bringing the total outstanding authorization to $640 million
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Raised $345 million of gross proceeds through successful perpetual preferred stock offering in September 2019, at an attractive cost of capital of 5.625%
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Through October 2019, Apollo/Athene Dedicated Investment Program ("ADIP"), the investment fund managed by Apollo that will help fund Athene Co-Invest Reinsurance Affiliate ("ACRA"), has raised $3 billion of capital commitments
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•
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Estimated ALRe RBC of 420%3 and U.S. RBC of 421% as of September 30, 2019
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As of and for the three months ended September 30,
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(In millions, except percentages and per share data)
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2018
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2019
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Book value per common share
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$
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45.51
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$
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74.20
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Adjusted book value per common share
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$
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45.53
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$
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50.74
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Common shares outstanding1
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197.3
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182.5
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Adjusted operating common shares outstanding2
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197.2
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181.4
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Return on equity (ROE)
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28.6
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%
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8.5
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%
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Adjusted operating ROE
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17.2
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%
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10.6
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%
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Adjusted operating ROE – Retirement Services
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23.2
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%
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13.5
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%
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Return on assets (ROA)
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2.14
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%
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0.78
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%
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Adjusted operating ROA
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1.49
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%
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0.82
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%
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Net investment spread – Retirement Services
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1.78
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%
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1.13
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%
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Investments, including related parties
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$
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101,346
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$
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127,101
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Invested assets
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$
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100,596
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$
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121,140
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Debt to capital ratio
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9.9
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%
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6.8
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%
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Adjusted debt to capital ratio
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9.9
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%
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8.7
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%
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Total shareholders' equity
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$
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8,978
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$
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13,545
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Adjusted common shareholders' equity
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$
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8,976
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$
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9,204
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Organic deposits
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$
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3,286
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$
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5,637
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Inorganic deposits
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—
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—
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Total deposits
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$
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3,286
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$
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5,637
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Three months ended September 30,
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(In millions, except per share data)
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2018
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2019
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Net income available to AHL common shareholders
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$
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623
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$
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276
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Non-operating adjustments
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Investment gains (losses), net of offsets
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(53
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)
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166
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Change in fair values of derivatives and embedded derivatives – FIAs, net of offsets
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376
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(117
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)
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Integration, restructuring and other non-operating expenses
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(2
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(34
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)
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Stock compensation expense
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(3
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)
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(3
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Income tax (expense) benefit – non-operating
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(66
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)
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21
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Less: Total non-operating adjustments
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252
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33
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Adjusted operating income available to common shareholders
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$
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371
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$
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243
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Adjusted operating income available to common shareholders by segment
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Retirement Services
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$
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379
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$
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256
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Corporate and Other
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(8
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(13
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Adjusted operating income available to common shareholders
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$
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371
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$
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243
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Earnings per common share – basic1
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$
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3.16
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$
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1.50
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Earnings per common share – diluted Class A2
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$
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3.15
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$
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1.50
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Adjusted operating earnings per common share3
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$
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1.90
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$
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1.34
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Weighted average common shares outstanding – basic1
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197.3
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184.3
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Weighted average common shares outstanding – diluted Class A2
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165.1
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152.0
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Weighted average common shares outstanding – adjusted operating3
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196.1
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182.3
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Three months ended September 30,
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(In millions)
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2018
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2019
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Notable items
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Retirement Services adjusted operating income available to common shareholders
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$
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379
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$
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256
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Rider reserve and DAC equity market performance
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(38
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)
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5
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Out-of-period actuarial adjustments
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—
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13
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Unlocking
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13
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48
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Tax impact of notable items
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2
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(4
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)
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Retirement Services notable items
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(23
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62
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Retirement Services adjusted operating income available to common shareholders excluding notable items
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356
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318
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Corporate and Other adjusted operating loss available to common shareholders
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(8
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(13
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Consolidated adjusted operating income available to common shareholders excluding notable items
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$
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348
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$
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305
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Adjusted operating earnings per common share excluding notables3
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$
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1.77
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$
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1.67
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•
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Live conference call: Toll-free at (866) 901-0811 (domestic) or +1 (346) 354-0810 (international)
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Conference call replay available through November 21, 2019 at (800) 585-8367 (domestic) or
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•
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Conference ID number: 5787514
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•
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Live and archived webcast available at ir.athene.com
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Retail fixed, fixed indexed and index-linked annuity products;
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•
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Reinsurance arrangements with third-party annuity providers; and
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•
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Institutional products, such as funding agreements and group annuity contracts related to pension risk transfers.
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•
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Investment Gains (Losses), Net of Offsets
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•
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Change in Fair Values of Derivatives and Embedded Derivatives – FIAs, Net of Offsets
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•
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Integration, Restructuring and Other Non-Operating Expenses
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•
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Stock Compensation Expense
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•
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Bargain Purchase Gain
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•
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Income Tax (Expense) Benefit – Non-Operating
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•
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Net investment earned rate is a non-GAAP measure we use to evaluate the performance of our invested assets that does not correspond to GAAP net investment income. Net investment earned rate is computed as the income from our invested assets divided by the average invested assets for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized. The adjustments to arrive at our net investment earned rate add alternative investment gains and losses, gains and losses related to trading securities for CLOs, net VIE impacts (revenues, expenses and noncontrolling interest) and the change in fair value of reinsurance assets. 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 GAAP presentation of change in fair value of reinsurance assets. We exclude the income and assets supporting business that we have exited through ceded reinsurance including funds withheld agreements. We believe the adjustments for reinsurance provide a net investment earned rate on the assets for which we have economic exposure.
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Cost of funds includes liability costs related to cost of crediting on both deferred annuities and institutional products as well as other liability costs. Cost of funds is computed as the total liability costs divided by the average invested assets for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized.
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◦
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Cost of crediting includes the costs for both deferred annuities and institutional products. 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 PRT costs including interest credited, benefit payments and other reserve changes, net of premiums received when issued, as well as funding agreement costs including the interest payments and other reserve changes. Cost of crediting is computed as the cost of crediting for deferred annuities and institutional products divided by the average invested assets for the relevant periods. Cost of crediting on deferred annuities is computed as the interest credited on fixed strategies and option costs on indexed annuity strategies divided by the average account value of our deferred annuities. Cost of crediting on institutional products is computed as the PRT and funding agreement costs divided by the average institutional reserve liabilities. Our average invested assets, account values
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◦
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Other liability costs include DAC, DSI and VOBA amortization, change in rider reserves, the cost of liabilities on products other than deferred annuities and institutional products, excise taxes, premiums, product charges and other revenues. We believe a measure like other liability costs is useful in analyzing the trends of our core business operations and profitability. While we believe other liability costs 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 GAAP.
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December 31,
|
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September 30,
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2018
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2019
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Assets
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Investments
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Available-for-sale securities, at fair value
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$
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59,265
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$
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70,903
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Trading securities, at fair value
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1,949
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2,411
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Equity securities, at fair value
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216
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359
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Mortgage loans, net of allowances
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10,340
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13,465
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Investment funds
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703
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712
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Policy loans
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488
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466
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Funds withheld at interest
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15,023
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15,280
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Derivative assets
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1,043
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2,386
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Short-term investments, at fair value
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191
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571
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Other investments
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122
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130
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Total investments
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89,340
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106,683
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Cash and cash equivalents
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2,911
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3,833
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Restricted cash
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492
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199
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Investments in related parties
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Available-for-sale securities, at fair value
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1,437
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2,368
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Trading securities, at fair value
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249
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306
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|
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Equity securities, at fair value
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120
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381
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Mortgage loans
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291
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653
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Investment funds
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2,232
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|
2,763
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Funds withheld at interest
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13,577
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13,560
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Other investments
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386
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387
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Accrued investment income
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682
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|
781
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Reinsurance recoverable
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5,534
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5,697
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Deferred acquisition costs, deferred sales inducements and value of business acquired
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5,907
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4,960
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Other assets
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1,635
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|
970
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Assets of consolidated variable interest entities
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Investments
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Trading securities, at fair value – related party
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35
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19
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|
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Equity securities, at fair value – related party
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50
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6
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Investment funds
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624
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|
|
619
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|
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Cash and cash equivalents
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2
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3
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Other assets
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1
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|
14
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Total assets
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$
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125,505
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$
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144,202
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|
|
December 31,
|
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September 30,
|
||||
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2018
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|
2019
|
||||
Liabilities
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|
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Interest sensitive contract liabilities
|
$
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96,610
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$
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101,666
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Future policy benefits
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16,704
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22,909
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Other policy claims and benefits
|
142
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|
|
129
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|
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Dividends payable to policyholders
|
118
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|
|
115
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Long-term debt
|
991
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|
|
992
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|
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Derivative liabilities
|
85
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|
|
46
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|
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Payables for collateral on derivatives
|
969
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|
|
2,323
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|
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Funds withheld liability
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721
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|
|
768
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|
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Other liabilities
|
888
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|
|
1,708
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|
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Liabilities of consolidated variable interest entities
|
1
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|
|
1
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|
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Total liabilities
|
117,229
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|
|
130,657
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|
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Equity
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|
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|
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Preferred stock
|
—
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|
|
—
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|
||
Common stock
|
—
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|
|
—
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|
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Additional paid-in capital
|
3,462
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|
|
4,435
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|
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Retained earnings
|
5,286
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|
|
6,668
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|
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Accumulated other comprehensive income
|
(472
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)
|
|
2,442
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|
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Total shareholders' equity
|
8,276
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|
|
13,545
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|
||
Total liabilities and equity
|
$
|
125,505
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|
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$
|
144,202
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|
|
Three months ended September 30,
|
||||||
|
2018
|
|
2019
|
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Revenue
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|
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|
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Premiums
|
$
|
526
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|
|
$
|
2,605
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Product charges
|
119
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|
|
135
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|
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Net investment income
|
1,070
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|
|
1,070
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|
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Investment related gains (losses)
|
816
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|
|
688
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|
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OTTI investment losses
|
|
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|
||||
OTTI losses
|
(7
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)
|
|
(34
|
)
|
||
OTTI losses reclassified to (from) OCI
|
4
|
|
|
9
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|
||
Net OTTI losses
|
(3
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)
|
|
(25
|
)
|
||
Other revenues
|
10
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|
|
6
|
|
||
Revenues of consolidated variable interest entities
|
|
|
|
||||
Net investment income
|
15
|
|
|
20
|
|
||
Investment related gains (losses)
|
23
|
|
|
2
|
|
||
Total revenues
|
2,576
|
|
|
4,501
|
|
||
Benefits and Expenses
|
|
|
|
||||
Interest sensitive contract benefits
|
742
|
|
|
801
|
|
||
Amortization of DSI
|
23
|
|
|
20
|
|
||
Future policy and other policy benefits
|
928
|
|
|
2,872
|
|
||
Amortization of DAC and VOBA
|
36
|
|
|
323
|
|
||
Dividends to policyholders
|
10
|
|
|
12
|
|
||
Policy and other operating expenses
|
158
|
|
|
194
|
|
||
Total benefits and expenses
|
1,897
|
|
|
4,222
|
|
||
Income before income taxes
|
679
|
|
|
279
|
|
||
Income tax expense
|
56
|
|
|
(14
|
)
|
||
Net income
|
623
|
|
|
293
|
|
||
Less: Preferred stock dividends
|
—
|
|
|
17
|
|
||
Net income available to Athene Holding Ltd. common shareholders
|
$
|
623
|
|
|
$
|
276
|
|
|
Three months ended September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
Net income available to Athene Holding Ltd. common shareholders
|
$
|
623
|
|
|
$
|
276
|
|
Less: Total non-operating adjustments
|
252
|
|
|
33
|
|
||
Adjusted operating income available to common shareholders
|
371
|
|
|
243
|
|
||
Notable items
|
(23
|
)
|
|
62
|
|
||
Adjusted operating income available to common shareholders excluding notable items
|
$
|
348
|
|
|
$
|
305
|
|
|
|
|
|
||||
Retirement Services adjusted operating income available to common shareholders
|
$
|
379
|
|
|
$
|
256
|
|
Rider reserve and DAC equity market performance
|
(38
|
)
|
|
5
|
|
||
Out-of-period actuarial adjustments
|
—
|
|
|
13
|
|
||
Unlocking
|
13
|
|
|
48
|
|
||
Tax impact of notable items
|
2
|
|
|
(4
|
)
|
||
Retirement Services notable items
|
(23
|
)
|
|
62
|
|
||
Retirement Services adjusted operating income available to common shareholders excluding notable items
|
356
|
|
|
318
|
|
||
|
|
|
|
||||
Corporate and Other adjusted operating loss available to common shareholders
|
(8
|
)
|
|
(13
|
)
|
||
Consolidated adjusted operating income available to common shareholders excluding notable items
|
$
|
348
|
|
|
$
|
305
|
|
|
Three months ended September 30,
|
||||||
|
2018
|
|
2019
|
||||
Basic earnings per share – Class A common shares
|
$
|
3.16
|
|
|
$
|
1.50
|
|
Non-operating adjustments
|
|
|
|
||||
Investment gains (losses), net of offsets
|
(0.29
|
)
|
|
0.91
|
|
||
Change in fair values of derivatives and embedded derivatives – FIAs, net of offsets
|
1.91
|
|
|
(0.65
|
)
|
||
Integration, restructuring and other non-operating expenses
|
(0.02
|
)
|
|
(0.18
|
)
|
||
Stock compensation expense
|
(0.01
|
)
|
|
(0.02
|
)
|
||
Income tax (expense) benefit – non-operating
|
(0.34
|
)
|
|
0.12
|
|
||
Less: Total non-operating adjustments
|
1.25
|
|
|
0.18
|
|
||
Less: Effect of items convertible to or settled in Class A common shares
|
0.01
|
|
|
(0.02
|
)
|
||
Adjusted operating earnings per common share
|
$
|
1.90
|
|
|
$
|
1.34
|
|
|
Three months ended September 30,
|
||||
(In millions)
|
2018
|
|
2019
|
||
Basic weighted average common shares outstanding – Class A
|
164.5
|
|
|
151.6
|
|
Conversion of Class B common shares to Class A common shares
|
25.5
|
|
|
25.4
|
|
Conversion of Class M common shares to Class A common shares
|
5.6
|
|
|
4.9
|
|
Effect of other stock compensation plans
|
0.5
|
|
|
0.4
|
|
Weighted average common shares outstanding – adjusted operating
|
196.1
|
|
|
182.3
|
|
|
September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
Total shareholders' equity
|
$
|
8,978
|
|
|
$
|
13,545
|
|
Less: Preferred stock
|
—
|
|
|
1,172
|
|
||
Total common shareholders' equity
|
8,978
|
|
|
12,373
|
|
||
Less: AOCI
|
33
|
|
|
2,442
|
|
||
Less: Accumulated change in fair value of reinsurance assets
|
(31
|
)
|
|
727
|
|
||
Total adjusted common shareholders' equity
|
$
|
8,976
|
|
|
$
|
9,204
|
|
|
|
|
|
||||
Retirement Services
|
$
|
7,024
|
|
|
$
|
7,494
|
|
Corporate and Other
|
1,952
|
|
|
1,710
|
|
||
Total adjusted common shareholders' equity
|
$
|
8,976
|
|
|
$
|
9,204
|
|
|
Three months ended September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
Average shareholders' equity
|
$
|
8,720
|
|
|
$
|
12,955
|
|
Less: Average preferred stock
|
—
|
|
|
1,006
|
|
||
Less: Average AOCI
|
90
|
|
|
2,101
|
|
||
Less: Average accumulated change in fair value of reinsurance assets
|
(10
|
)
|
|
683
|
|
||
Average adjusted common shareholders' equity
|
$
|
8,640
|
|
|
$
|
9,165
|
|
|
|
|
|
||||
Retirement Services
|
$
|
6,537
|
|
|
$
|
7,598
|
|
Corporate and Other
|
2,103
|
|
|
1,567
|
|
||
Average adjusted common shareholders' equity
|
$
|
8,640
|
|
|
$
|
9,165
|
|
|
September 30,
|
||||
(In millions)
|
2018
|
|
2019
|
||
Class A common shares outstanding
|
164.6
|
|
|
149.8
|
|
Conversion of Class B common shares to Class A common shares
|
25.5
|
|
|
25.4
|
|
Conversion of Class M common shares to Class A common shares
|
6.0
|
|
|
5.1
|
|
Effect of other stock compensation plans
|
1.1
|
|
|
1.1
|
|
Adjusted operating common shares outstanding
|
197.2
|
|
|
181.4
|
|
|
September 30,
|
||||||
|
2018
|
|
2019
|
||||
Book value per common share
|
$
|
45.51
|
|
|
$
|
74.20
|
|
Preferred stock
|
—
|
|
|
(6.42
|
)
|
||
AOCI
|
(0.17
|
)
|
|
(13.38
|
)
|
||
Accumulated change in fair value of reinsurance assets
|
0.16
|
|
|
(3.98
|
)
|
||
Effect of items convertible to or settled in Class A common shares
|
0.03
|
|
|
0.32
|
|
||
Adjusted book value per common share
|
$
|
45.53
|
|
|
$
|
50.74
|
|
|
September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
Total debt
|
$
|
991
|
|
|
$
|
992
|
|
Total shareholders' equity
|
8,978
|
|
|
13,545
|
|
||
Total capitalization
|
9,969
|
|
|
14,537
|
|
||
Less: AOCI
|
33
|
|
|
2,442
|
|
||
Less: Accumulated change in fair value of reinsurance assets
|
(31
|
)
|
|
727
|
|
||
Total adjusted capitalization
|
$
|
9,967
|
|
|
$
|
11,368
|
|
|
|
|
|
||||
Debt to capital ratio
|
9.9
|
%
|
|
6.8
|
%
|
||
AOCI
|
—
|
%
|
|
1.5
|
%
|
||
Accumulated change in fair value of reinsurance assets
|
—
|
%
|
|
0.4
|
%
|
||
Adjusted debt to capital ratio
|
9.9
|
%
|
|
8.7
|
%
|
|
Three months ended September 30,
|
||||||||||||
|
2018
|
|
2019
|
||||||||||
(In millions)
|
Dollar
|
|
Rate
|
|
Dollar
|
|
Rate
|
||||||
GAAP net investment income
|
$
|
1,070
|
|
|
4.30
|
%
|
|
$
|
1,070
|
|
|
3.60
|
%
|
Change in fair value of reinsurance assets
|
52
|
|
|
0.20
|
%
|
|
199
|
|
|
0.67
|
%
|
||
Net VIE earnings
|
39
|
|
|
0.16
|
%
|
|
23
|
|
|
0.08
|
%
|
||
Alternative income gain (loss)
|
(14
|
)
|
|
(0.06
|
)%
|
|
6
|
|
|
0.02
|
%
|
||
Held for trading amortization and other
|
(21
|
)
|
|
(0.08
|
)%
|
|
(6
|
)
|
|
(0.02
|
)%
|
||
Total adjustments to arrive at net investment earnings/earned rate
|
56
|
|
|
0.22
|
%
|
|
222
|
|
|
0.75
|
%
|
||
Total net investment earnings/earned rate
|
$
|
1,126
|
|
|
4.52
|
%
|
|
$
|
1,292
|
|
|
4.35
|
%
|
|
|
|
|
|
|
|
|
||||||
Retirement Services
|
$
|
1,108
|
|
|
4.55
|
%
|
|
$
|
1,264
|
|
|
4.31
|
%
|
Corporate and Other
|
18
|
|
|
3.51
|
%
|
|
28
|
|
|
7.28
|
%
|
||
Total net investment earnings/earned rate
|
$
|
1,126
|
|
|
4.52
|
%
|
|
$
|
1,292
|
|
|
4.35
|
%
|
|
|
|
|
|
|
|
|
||||||
Retirement Services average invested assets
|
$
|
97,500
|
|
|
|
|
$
|
117,338
|
|
|
|
||
Corporate and Other average invested assets
|
2,103
|
|
|
|
|
1,567
|
|
|
|
||||
Average invested assets
|
$
|
99,603
|
|
|
|
|
$
|
118,905
|
|
|
|
|
Three months ended September 30,
|
||||||||||||
|
2018
|
|
2019
|
||||||||||
(In millions)
|
Dollar
|
|
Rate
|
|
Dollar
|
|
Rate
|
||||||
GAAP interest sensitive contract benefits
|
$
|
742
|
|
|
3.04
|
%
|
|
$
|
801
|
|
|
2.73
|
%
|
Interest credited other than deferred annuities and institutional products
|
14
|
|
|
0.06
|
%
|
|
63
|
|
|
0.21
|
%
|
||
FIA option costs
|
231
|
|
|
0.95
|
%
|
|
282
|
|
|
0.96
|
%
|
||
Product charges (strategy fees)
|
(25
|
)
|
|
(0.10
|
)%
|
|
(31
|
)
|
|
(0.10
|
)%
|
||
Reinsurance embedded derivative impacts
|
29
|
|
|
0.12
|
%
|
|
14
|
|
|
0.05
|
%
|
||
Change in fair values of embedded derivatives – FIAs
|
(546
|
)
|
|
(2.24
|
)%
|
|
(560
|
)
|
|
(1.91
|
)%
|
||
Negative VOBA amortization
|
5
|
|
|
0.02
|
%
|
|
9
|
|
|
0.03
|
%
|
||
Other changes in interest sensitive contract liabilities
|
3
|
|
|
0.01
|
%
|
|
(2
|
)
|
|
(0.01
|
)%
|
||
Total adjustments to arrive at cost of crediting
|
(289
|
)
|
|
(1.18
|
)%
|
|
(225
|
)
|
|
(0.77
|
)%
|
||
Retirement Services cost of crediting
|
$
|
453
|
|
|
1.86
|
%
|
|
$
|
576
|
|
|
1.96
|
%
|
|
|
|
|
|
|
|
|
||||||
Retirement Services cost of crediting on deferred annuities
|
$
|
395
|
|
|
1.98
|
%
|
|
$
|
453
|
|
|
1.98
|
%
|
Retirement Services cost of crediting on institutional products
|
58
|
|
|
3.54
|
%
|
|
123
|
|
|
3.68
|
%
|
||
Retirement Services cost of crediting
|
$
|
453
|
|
|
1.86
|
%
|
|
$
|
576
|
|
|
1.96
|
%
|
|
|
|
|
|
|
|
|
||||||
Retirement Services average invested assets
|
$
|
97,500
|
|
|
|
|
$
|
117,338
|
|
|
|
||
Average account value on deferred annuities
|
79,673
|
|
|
|
|
91,467
|
|
|
|
||||
Average institutional reserve liabilities
|
6,608
|
|
|
|
|
13,320
|
|
|
|
|
Three months ended September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
GAAP benefits and expenses
|
$
|
1,897
|
|
|
$
|
4,222
|
|
Premiums
|
(526
|
)
|
|
(2,605
|
)
|
||
Product charges
|
(119
|
)
|
|
(135
|
)
|
||
Other revenues
|
(10
|
)
|
|
(6
|
)
|
||
Cost of crediting
|
(193
|
)
|
|
(280
|
)
|
||
Change in fair value of embedded derivatives – FIA, net of offsets
|
(768
|
)
|
|
(497
|
)
|
||
DAC, DSI and VOBA amortization related to investment gains and losses
|
28
|
|
|
(151
|
)
|
||
Rider reserves
|
1
|
|
|
(9
|
)
|
||
Policy and other operating expenses, excluding policy acquisition expenses
|
(98
|
)
|
|
(130
|
)
|
||
AmerUs closed block fair value liability
|
8
|
|
|
(46
|
)
|
||
Other
|
1
|
|
|
(5
|
)
|
||
Total adjustments to arrive at other liability costs
|
(1,676
|
)
|
|
(3,864
|
)
|
||
Other liability costs
|
$
|
221
|
|
|
$
|
358
|
|
|
|
|
|
||||
Retirement Services
|
$
|
221
|
|
|
$
|
358
|
|
Corporate and Other
|
—
|
|
|
—
|
|
||
Consolidated other liability costs
|
$
|
221
|
|
|
$
|
358
|
|
|
Three months ended September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
Policy and other operating expenses
|
$
|
158
|
|
|
$
|
194
|
|
Interest expense
|
(15
|
)
|
|
(15
|
)
|
||
Policy acquisition expenses, net of deferrals
|
(60
|
)
|
|
(63
|
)
|
||
Integration, restructuring and other non-operating expenses
|
(2
|
)
|
|
(34
|
)
|
||
Stock compensation expenses
|
(3
|
)
|
|
(3
|
)
|
||
Total adjustments to arrive at operating expenses
|
(80
|
)
|
|
(115
|
)
|
||
Operating expenses
|
$
|
78
|
|
|
$
|
79
|
|
|
|
|
|
||||
Retirement Services
|
$
|
63
|
|
|
$
|
67
|
|
Corporate and Other
|
15
|
|
|
12
|
|
||
Consolidated operating expenses
|
$
|
78
|
|
|
$
|
79
|
|
|
September 30,
|
||||||
(In millions)
|
2018
|
|
2019
|
||||
Total investments, including related parties
|
$
|
101,346
|
|
|
$
|
127,101
|
|
Derivative assets
|
(2,515
|
)
|
|
(2,386
|
)
|
||
Cash and cash equivalents (including restricted cash)
|
3,941
|
|
|
4,032
|
|
||
Accrued investment income
|
686
|
|
|
781
|
|
||
Payables for collateral on derivatives
|
(2,315
|
)
|
|
(2,323
|
)
|
||
Reinsurance funds withheld and modified coinsurance
|
(123
|
)
|
|
(1,698
|
)
|
||
VIE and VOE assets, liabilities and noncontrolling interest
|
835
|
|
|
669
|
|
||
Unrealized (gains) losses
|
(186
|
)
|
|
(4,243
|
)
|
||
Ceded policy loans
|
(285
|
)
|
|
(277
|
)
|
||
Net investment receivables (payables)
|
(788
|
)
|
|
(516
|
)
|
||
Total adjustments to arrive at invested assets
|
(750
|
)
|
|
(5,961
|
)
|
||
Total invested assets
|
$
|
100,596
|
|
|
$
|
121,140
|
|
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets
Unaudited (in millions, except percentages)
|
|
|
||||||||
|
December 31, 2018
|
|
September 30, 2019
|
|
Δ
|
|||||
ASSETS
|
|
|
|
|
|
|||||
Investments
|
|
|
|
|
|
|||||
Available-for-sale securities, at fair value
|
$
|
59,265
|
|
|
$
|
70,903
|
|
|
20
|
%
|
Trading securities, at fair value
|
1,949
|
|
|
2,411
|
|
|
24
|
%
|
||
Equity securities, at fair value
|
216
|
|
|
359
|
|
|
66
|
%
|
||
Mortgage loans, net of allowances
|
10,340
|
|
|
13,465
|
|
|
30
|
%
|
||
Investment funds
|
703
|
|
|
712
|
|
|
1
|
%
|
||
Policy loans
|
488
|
|
|
466
|
|
|
(5
|
)%
|
||
Funds withheld at interest
|
15,023
|
|
|
15,280
|
|
|
2
|
%
|
||
Derivative assets
|
1,043
|
|
|
2,386
|
|
|
129
|
%
|
||
Short-term investments, at fair value
|
191
|
|
|
571
|
|
|
199
|
%
|
||
Other investments
|
122
|
|
|
130
|
|
|
7
|
%
|
||
Total investments
|
89,340
|
|
|
106,683
|
|
|
19
|
%
|
||
Cash and cash equivalents
|
2,911
|
|
|
3,833
|
|
|
32
|
%
|
||
Restricted cash
|
492
|
|
|
199
|
|
|
(60
|
)%
|
||
Investments in related parties
|
|
|
|
|
|
|
||||
Available-for-sale securities, at fair value
|
1,437
|
|
|
2,368
|
|
|
65
|
%
|
||
Trading securities, at fair value
|
249
|
|
|
306
|
|
|
23
|
%
|
||
Equity securities, at fair value
|
120
|
|
|
381
|
|
|
218
|
%
|
||
Mortgage loans
|
291
|
|
|
653
|
|
|
124
|
%
|
||
Investment funds
|
2,232
|
|
|
2,763
|
|
|
24
|
%
|
||
Funds withheld at interest
|
13,577
|
|
|
13,560
|
|
|
—
|
%
|
||
Other investments
|
386
|
|
|
387
|
|
|
—
|
%
|
||
Accrued investment income
|
682
|
|
|
781
|
|
|
15
|
%
|
||
Reinsurance recoverable
|
5,534
|
|
|
5,697
|
|
|
3
|
%
|
||
Deferred acquisition costs, deferred sales inducements and value of business acquired
|
5,907
|
|
|
4,960
|
|
|
(16
|
)%
|
||
Other assets
|
1,635
|
|
|
970
|
|
|
(41
|
)%
|
||
Assets of consolidated variable interest entities
|
|
|
|
|
|
|||||
Investments
|
|
|
|
|
|
|||||
Trading securities, at fair value
|
35
|
|
|
19
|
|
|
(46
|
)%
|
||
Equity securities, at fair value – related party
|
50
|
|
|
6
|
|
|
(88
|
)%
|
||
Investment funds
|
624
|
|
|
619
|
|
|
(1
|
)%
|
||
Cash and cash equivalents
|
2
|
|
|
3
|
|
|
50
|
%
|
||
Other assets
|
1
|
|
|
14
|
|
|
NM
|
|
||
Total assets
|
$
|
125,505
|
|
|
$
|
144,202
|
|
|
15
|
%
|
Condensed Consolidated Balance Sheets, continued
Unaudited (in millions, except percentages)
|
|
|
||||||||
|
December 31, 2018
|
|
September 30, 2019
|
|
Δ
|
|||||
LIABILITIES
|
|
|
|
|
|
|||||
Interest sensitive contract liabilities
|
$
|
96,610
|
|
|
$
|
101,666
|
|
|
5
|
%
|
Future policy benefits
|
16,704
|
|
|
22,909
|
|
|
37
|
%
|
||
Other policy claims and benefits
|
142
|
|
|
129
|
|
|
(9
|
)%
|
||
Dividends payable to policyholders
|
118
|
|
|
115
|
|
|
(3
|
)%
|
||
Long-term debt
|
991
|
|
|
992
|
|
|
—
|
%
|
||
Derivative liabilities
|
85
|
|
|
46
|
|
|
(46
|
)%
|
||
Payables for collateral on derivatives
|
969
|
|
|
2,323
|
|
|
140
|
%
|
||
Funds withheld liability
|
721
|
|
|
768
|
|
|
7
|
%
|
||
Other liabilities
|
888
|
|
|
1,708
|
|
|
92
|
%
|
||
Liabilities of consolidated variable interest entities
|
1
|
|
|
1
|
|
|
—
|
%
|
||
Total liabilities
|
$
|
117,229
|
|
|
$
|
130,657
|
|
|
11
|
%
|
|
|
|
|
|
|
|||||
EQUITY
|
|
|
|
|
|
|||||
Preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Common stock
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Additional paid-in-capital
|
3,462
|
|
|
4,435
|
|
|
28
|
%
|
||
Retained earnings
|
5,286
|
|
|
6,668
|
|
|
26
|
%
|
||
Accumulated other comprehensive income (loss)
|
(472
|
)
|
|
2,442
|
|
|
NM
|
|
||
Total shareholders’ equity
|
8,276
|
|
|
13,545
|
|
|
64
|
%
|
||
Total liabilities and equity
|
$
|
125,505
|
|
|
$
|
144,202
|
|
|
15
|
%
|
Investments (GAAP view)
Unaudited (in millions, except percentages)
|
|
|
|||||||||||
|
December 31, 2018
|
|
September 30, 2019
|
||||||||||
|
Carrying Value
|
|
Percent of Total
|
|
Carrying Value
|
|
Percent of Total
|
||||||
INVESTMENTS AND INVESTMENTS IN RELATED PARTIES SUMMARY
|
|
|
|
|
|
|
|
||||||
Investments
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities, at fair value
|
|
|
|
|
|
|
|
||||||
U.S. government and agencies
|
$
|
57
|
|
|
0.1
|
%
|
|
$
|
37
|
|
|
0.0
|
%
|
U.S. state, municipal and political subdivisions
|
1,293
|
|
|
1.2
|
%
|
|
1,492
|
|
|
1.2
|
%
|
||
Foreign governments
|
161
|
|
|
0.1
|
%
|
|
328
|
|
|
0.3
|
%
|
||
Corporate
|
37,097
|
|
|
34.4
|
%
|
|
47,045
|
|
|
37.0
|
%
|
||
CLO
|
5,361
|
|
|
5.0
|
%
|
|
6,871
|
|
|
5.4
|
%
|
||
ABS
|
4,920
|
|
|
4.6
|
%
|
|
5,111
|
|
|
4.0
|
%
|
||
CMBS
|
2,357
|
|
|
2.2
|
%
|
|
2,765
|
|
|
2.2
|
%
|
||
RMBS
|
8,019
|
|
|
7.5
|
%
|
|
7,254
|
|
|
5.7
|
%
|
||
Total available-for-sale securities, at fair value
|
59,265
|
|
|
55.1
|
%
|
|
70,903
|
|
|
55.8
|
%
|
||
Trading securities, at fair value
|
1,949
|
|
|
1.8
|
%
|
|
2,411
|
|
|
1.9
|
%
|
||
Equity securities, at fair value
|
216
|
|
|
0.2
|
%
|
|
359
|
|
|
0.3
|
%
|
||
Mortgage loans, net of allowances
|
10,340
|
|
|
9.6
|
%
|
|
13,465
|
|
|
10.6
|
%
|
||
Investment funds
|
703
|
|
|
0.6
|
%
|
|
712
|
|
|
0.5
|
%
|
||
Policy loans
|
488
|
|
|
0.4
|
%
|
|
466
|
|
|
0.4
|
%
|
||
Funds withheld at interest
|
15,023
|
|
|
14.0
|
%
|
|
15,280
|
|
|
12.0
|
%
|
||
Derivative assets
|
1,043
|
|
|
1.0
|
%
|
|
2,386
|
|
|
1.9
|
%
|
||
Short-term investments, at fair value
|
191
|
|
|
0.2
|
%
|
|
571
|
|
|
0.4
|
%
|
||
Other investments
|
122
|
|
|
0.1
|
%
|
|
130
|
|
|
0.1
|
%
|
||
Total investments
|
89,340
|
|
|
83.0
|
%
|
|
106,683
|
|
|
83.9
|
%
|
||
Investment in related parties
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities, at fair value
|
1,437
|
|
|
1.3
|
%
|
|
2,368
|
|
|
1.9
|
%
|
||
Trading securities, at fair value
|
249
|
|
|
0.2
|
%
|
|
306
|
|
|
0.2
|
%
|
||
Equity securities, at fair value
|
120
|
|
|
0.1
|
%
|
|
381
|
|
|
0.3
|
%
|
||
Mortgage loans
|
291
|
|
|
0.3
|
%
|
|
653
|
|
|
0.5
|
%
|
||
Investment funds
|
2,232
|
|
|
2.1
|
%
|
|
2,763
|
|
|
2.2
|
%
|
||
Funds withheld at interest
|
13,577
|
|
|
12.6
|
%
|
|
13,560
|
|
|
10.7
|
%
|
||
Other investments
|
386
|
|
|
0.4
|
%
|
|
387
|
|
|
0.3
|
%
|
||
Total investments in related parties
|
18,292
|
|
|
17.0
|
%
|
|
20,418
|
|
|
16.1
|
%
|
||
Total investments including related parties
|
$
|
107,632
|
|
|
100.0
|
%
|
|
$
|
127,101
|
|
|
100.0
|
%
|
Reserve Liabilities & Rollforwards
Unaudited (in millions, except percentages)
|
|
|
|||||||||||
|
December 31, 2018
|
|
September 30, 2019
|
||||||||||
|
Dollars
|
|
Percent of Total
|
|
Dollars
|
|
Percent of Total
|
||||||
RESERVE LIABILITIES
|
|
|
|
|
|
|
|
||||||
Fixed indexed annuities
|
$
|
73,224
|
|
|
68.0
|
%
|
|
$
|
77,065
|
|
|
64.8
|
%
|
Fixed rate annuities
|
17,802
|
|
|
16.5
|
%
|
|
18,960
|
|
|
16.0
|
%
|
||
Total deferred annuities
|
91,026
|
|
|
84.5
|
%
|
|
96,025
|
|
|
80.8
|
%
|
||
Pension risk transfer annuities
|
4,710
|
|
|
4.4
|
%
|
|
9,755
|
|
|
8.2
|
%
|
||
Payout annuities
|
6,009
|
|
|
5.6
|
%
|
|
6,217
|
|
|
5.2
|
%
|
||
Funding agreements
|
3,826
|
|
|
3.5
|
%
|
|
4,616
|
|
|
3.9
|
%
|
||
Life and other
|
2,161
|
|
|
2.0
|
%
|
|
2,212
|
|
|
1.9
|
%
|
||
Total reserve liabilities
|
$
|
107,732
|
|
|
100.0
|
%
|
|
$
|
118,825
|
|
|
100.0
|
%
|
|
Deferred annuities
|
|
Percent of total
|
|
Average surrender charge (gross)
|
||||
YEARS OF SURRENDER CHARGE REMAINING ON DEFERRED ANNUITIES ACCOUNT VALUE
|
|
|
|
|
|
||||
No Surrender Charge
|
$
|
20,728
|
|
|
22.6
|
%
|
|
—
|
%
|
Less than 2
|
15,988
|
|
|
17.4
|
%
|
|
5.2
|
%
|
|
2 to less than 4
|
17,051
|
|
|
18.6
|
%
|
|
6.7
|
%
|
|
4 to less than 6
|
12,409
|
|
|
13.5
|
%
|
|
8.2
|
%
|
|
6 to less than 8
|
10,680
|
|
|
11.6
|
%
|
|
9.5
|
%
|
|
8 to less than 10
|
11,188
|
|
|
12.2
|
%
|
|
10.4
|
%
|
|
10 or greater
|
3,724
|
|
|
4.1
|
%
|
|
14.2
|
%
|
|
|
$
|
91,768
|
|
|
100.0
|
%
|
|
|
|
At minimum guarantees
|
|
Total account value
|
|
Percent of total account value at minimum guarantees
|
|||||
MINIMUM GUARANTEES ON DEFERRED ANNUITIES
|
|
|
|
|
|
|||||
Fixed indexed annuities
|
$
|
16,447
|
|
|
$
|
73,092
|
|
|
23
|
%
|
Fixed rate annuities
|
7,642
|
|
|
18,676
|
|
|
41
|
%
|
||
Total deferred annuities
|
$
|
24,089
|
|
|
$
|
91,768
|
|
|
26
|
%
|
|
|
|
|
|
|
|||||
|
|
|
|
|
September 30, 2019
|
|||||
Distance to guarantees1
|
|
|
|
|
100 – 110
|
|
||||
|
|
|
|
|
|
|||||
1 The distance to guarantee reflects the average distance in option costs between the current and guaranteed rates for indexed strategies and between current and guaranteed fixed rates for fixed strategies. The option costs used reflects an estimate of option cost in the market.
|
|
December 31, 2018
|
|
September 30, 2019
|
|
Δ
|
|||||
DEFERRED ANNUITY RIDER RESERVE SUMMARY
|
|
|
|
|
|
|||||
Rider reserve
|
$
|
3,025
|
|
|
$
|
3,989
|
|
|
32
|
%
|
Account value with rider reserves
|
36,445
|
|
|
37,366
|
|
|
3
|
%
|
||
Rider reserve as a percentage of account value with rider reserves
|
8.3
|
%
|
|
10.7
|
%
|
|
240bps
|
|
Capitalization & Regulatory Capital Ratios
Unaudited (in millions, except percentages)
|
|
|
|||||||||||||||||||||||
|
Quarterly Trends
|
|
Δ
|
||||||||||||||||||||||
|
3Q’18
|
|
4Q’18
|
|
1Q’19
|
|
2Q’19
|
|
3Q’19
|
|
Q/Q
|
|
Y/Y
|
||||||||||||
CAPITALIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total debt
|
$
|
991
|
|
|
$
|
991
|
|
|
$
|
991
|
|
|
$
|
991
|
|
|
$
|
992
|
|
|
—
|
%
|
|
—
|
%
|
Total shareholders’ equity
|
8,978
|
|
|
8,276
|
|
|
10,117
|
|
|
12,365
|
|
|
13,545
|
|
|
10
|
%
|
|
51
|
%
|
|||||
Total capitalization
|
9,969
|
|
|
9,267
|
|
|
11,108
|
|
|
13,356
|
|
|
14,537
|
|
|
9
|
%
|
|
46
|
%
|
|||||
Less: Accumulated other comprehensive income (loss) (AOCI)
|
33
|
|
|
(472
|
)
|
|
706
|
|
|
1,760
|
|
|
2,442
|
|
|
39
|
%
|
|
NM
|
|
|||||
Less: Accumulated change in fair value of reinsurance assets
|
(31
|
)
|
|
(75
|
)
|
|
309
|
|
|
639
|
|
|
727
|
|
|
14
|
%
|
|
NM
|
|
|||||
Total adjusted capitalization
|
$
|
9,967
|
|
|
$
|
9,814
|
|
|
$
|
10,093
|
|
|
$
|
10,957
|
|
|
$
|
11,368
|
|
|
4
|
%
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total shareholders’ equity
|
$
|
8,978
|
|
|
$
|
8,276
|
|
|
$
|
10,117
|
|
|
$
|
12,365
|
|
|
$
|
13,545
|
|
|
10
|
%
|
|
51
|
%
|
Less: Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
839
|
|
|
1,172
|
|
|
40
|
%
|
|
100
|
%
|
|||||
Total common shareholders’ equity
|
8,978
|
|
|
8,276
|
|
|
10,117
|
|
|
11,526
|
|
|
12,373
|
|
|
7
|
%
|
|
38
|
%
|
|||||
Less: AOCI
|
33
|
|
|
(472
|
)
|
|
706
|
|
|
1,760
|
|
|
2,442
|
|
|
39
|
%
|
|
NM
|
|
|||||
Less: Accumulated change in fair value of reinsurance assets
|
(31
|
)
|
|
(75
|
)
|
|
309
|
|
|
639
|
|
|
727
|
|
|
14
|
%
|
|
NM
|
|
|||||
Total adjusted common shareholders’ equity
|
$
|
8,976
|
|
|
$
|
8,823
|
|
|
$
|
9,102
|
|
|
$
|
9,127
|
|
|
$
|
9,204
|
|
|
1
|
%
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY BY SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement Services
|
$
|
7,024
|
|
|
$
|
7,807
|
|
|
$
|
8,201
|
|
|
$
|
7,704
|
|
|
$
|
7,494
|
|
|
(3
|
)%
|
|
7
|
%
|
Corporate and Other
|
1,952
|
|
|
1,016
|
|
|
901
|
|
|
1,423
|
|
|
1,710
|
|
|
20
|
%
|
|
(12
|
)%
|
|||||
Total adjusted common shareholders’ equity
|
$
|
8,976
|
|
|
$
|
8,823
|
|
|
$
|
9,102
|
|
|
$
|
9,127
|
|
|
$
|
9,204
|
|
|
1
|
%
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FINANCIAL LEVERAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt to capital ratio
|
9.9
|
%
|
|
10.7
|
%
|
|
8.9
|
%
|
|
7.4
|
%
|
|
6.8
|
%
|
|
(60)bps
|
|
|
(310)bps
|
|
|||||
AOCI
|
0.0
|
%
|
|
(0.5
|
)%
|
|
0.6
|
%
|
|
1.2
|
%
|
|
1.5
|
%
|
|
30bps
|
|
|
150bps
|
|
|||||
Accumulated change in fair value of reinsurance assets
|
0.0
|
%
|
|
(0.1
|
)%
|
|
0.3
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0bps
|
|
|
40bps
|
|
|||||
Adjusted debt to capital ratio
|
9.9
|
%
|
|
10.1
|
%
|
|
9.8
|
%
|
|
9.0
|
%
|
|
8.7
|
%
|
|
(30)bps
|
|
|
(120)bps
|
|
|
December 31, 2017
|
|
December 31, 2018
|
|
Δ
|
||
REGULATORY CAPITAL RATIOS
|
|
|
|
|
|
||
U.S. RBC ratio – Athene Annuity & Life Assurance Company
|
490
|
%
|
|
421
|
%
|
|
(6,900)bps
|
BSCR – Athene Life Re Ltd.
|
354
|
%
|
|
340
|
%
|
|
(1,400)bps
|
Athene Life Re Ltd. RBC ratio1
|
562
|
%
|
|
405
|
%
|
|
(15,700)bps
|
|
|
|
|
|
|
||
1 ALRe RBC ratio, which is used in evaluating our capital position and the amount of capital needed to support our segment, is calculated by applying the NAIC RBC factors.
|
Financial Strength, Credit Ratings & Share Data
Unaudited (in millions, except percentages)
|
|
||||
|
A.M. Best
|
|
Standard & Poor’s
|
|
Fitch
|
FINANCIAL STRENGTH RATINGS
|
|
|
|
|
|
Athene Annuity & Life Assurance Company
|
A
|
|
A
|
|
A
|
Athene Annuity and Life Company
|
A
|
|
A
|
|
A
|
Athene Annuity & Life Assurance Company of New York
|
A
|
|
A
|
|
A
|
Athene Life Insurance Company of New York
|
A
|
|
Not Rated
|
|
Not Rated
|
Athene Life Re Ltd.
|
A
|
|
A
|
|
A
|
|
|
|
|
|
|
CREDIT RATINGS
|
|
|
|
|
|
Athene Holding Ltd.
|
bbb
|
|
BBB+
|
|
BBB+
|
Senior notes
|
bbb
|
|
BBB+
|
|
BBB
|
|
Quarterly Trends
|
|
Δ
|
|
Year-to-Date
|
|
Δ
|
||||||||||||||||||||||
|
3Q’18
|
|
4Q’18
|
|
1Q’19
|
|
2Q’19
|
|
3Q’19
|
|
Q/Q
|
|
Y/Y
|
|
2018
|
|
2019
|
|
Y/Y
|
||||||||||
SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding – basic1
|
197.3
|
|
|
197.1
|
|
|
194.0
|
|
|
191.2
|
|
|
184.3
|
|
|
(4
|
)%
|
|
(7
|
)%
|
|
197.2
|
|
|
189.9
|
|
|
(4
|
)%
|
Weighted average shares outstanding – diluted – Class A common shares2
|
165.1
|
|
|
164.2
|
|
|
161.7
|
|
|
158.8
|
|
|
152.0
|
|
|
(4
|
)%
|
|
(8
|
)%
|
|
159.8
|
|
|
157.6
|
|
|
(1
|
)%
|
Weighted average common shares outstanding – adjusted operating3
|
196.1
|
|
|
195.5
|
|
|
192.2
|
|
|
189.4
|
|
|
182.3
|
|
|
(4
|
)%
|
|
(7
|
)%
|
|
196.0
|
|
|
188.1
|
|
|
(4
|
)%
|
Common shares outstanding4
|
197.3
|
|
|
195.0
|
|
|
194.1
|
|
|
185.4
|
|
|
182.5
|
|
|
(2
|
)%
|
|
(8
|
)%
|
|
197.3
|
|
|
182.5
|
|
|
(8
|
)%
|
Adjusted operating common shares outstanding3
|
197.2
|
|
|
193.5
|
|
|
192.4
|
|
|
184.4
|
|
|
181.4
|
|
|
(2
|
)%
|
|
(8
|
)%
|
|
197.2
|
|
|
181.4
|
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1 Basic earnings per common share, including basic weighted average common shares outstanding, includes all classes eligible to participate in dividends for each period presented. 2 Diluted earnings per common share on a GAAP basis for Class A common shares, including diluted Class A weighted average common shares outstanding, includes the dilutive impacts, if any, of Class B common shares, Class M common shares and any other stock-based awards. 3 Represents Class A common shares outstanding or weighted average common shares outstanding assuming conversion or settlement of all outstanding items that are able to be converted to or settled in Class A common shares, including the impacts of Class B common shares, Class M common shares and any other stock-based awards, but excluding any awards for which the exercise or conversion price exceeds the market value of our Class A common shares on the applicable measurement date. 4 Represents common shares vested and outstanding for all classes eligible to participate in dividends for each period presented.
|
Notes to the Financial Supplement
|
|
•
|
Investment Gains (Losses), Net of Offsets—Investment gains (losses), net of offsets, consist of the realized gains and losses on the sale of AFS securities, the change in fair value of reinsurance assets, unrealized gains and losses, impairments, and other investment gains and losses. Unrealized, impairments and other investment gains and losses are comprised of the fair value adjustments of trading securities (other than CLOs) and investments held under the fair value option, derivative gains and losses not hedging FIA index credits, and the net other-than-temporary impairment (OTTI) impacts recognized in operations net of the change in AmerUs Closed Block fair value reserve related to the corresponding change in fair value of investments and the change in unit-linked reserves related to the corresponding trading securities. Investment gains and losses are net of offsets related to DAC, DSI, and VOBA amortization and changes to guaranteed lifetime withdrawal benefit (GLWB) and guaranteed minimum death benefit (GMDB) reserves (together, GLWB and GMDB reserves represent rider reserves) as well as the MVAs associated with surrenders or terminations of contracts.
|
•
|
Change in Fair Values of Derivatives and Embedded Derivatives – FIAs, Net of Offsets—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, net of offsets related to DAC, DSI, and VOBA amortization and changes to rider reserves. We primarily hedge with options that align with the index terms of our FIA products (typically 1–2 years). From 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 “value of an embedded derivative” in an FIA contract is longer-dated, there is a duration mismatch which may lead to mismatches for accounting purposes.
|
•
|
Integration, Restructuring, and Other Non-operating Expenses—Integration, restructuring, and other non-operating expenses consist 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—Stock compensation expenses associated with our share incentive plans, excluding our long-term incentive plan, are not related to our underlying profitability drivers and fluctuate from time to time due to the structure of our plans.
|
•
|
Bargain Purchase Gain—Bargain purchase gains associated with acquisitions are adjustments to net income available to AHL common shareholders as they are not related to our underlying profitability drivers.
|
•
|
Income Tax (Expense) Benefit – Non-operating—The non-operating income tax expense represents the income tax effect of non-operating adjustments and is computed by applying the appropriate jurisdiction’s tax rate to the non-operating adjustments that are subject to income tax.
|
Notes to the Financial Supplement
|
|
•
|
Net investment earned rate is a non-GAAP measure we use to evaluate the performance of our invested assets that does not correspond to GAAP net investment income. Net investment earned rate is computed as the income from our invested assets divided by the average invested assets for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized. The adjustments to arrive at our net investment earned rate add alternative investment gains and losses, gains and losses related to trading securities for CLOs, net VIE impacts (revenues, expenses and noncontrolling interest) and the change in fair value of reinsurance assets. 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 GAAP presentation of change in fair value of reinsurance assets. We exclude the income and assets supporting business that we have exited through ceded reinsurance including funds withheld agreements. We believe the adjustments for reinsurance provide a net investment earned rate on the assets for which we have economic exposure.
|
•
|
Cost of funds includes liability costs related to cost of crediting on both deferred annuities and institutional products as well as other liability costs. Cost of funds is computed as the total liability costs divided by the average invested assets for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized.
|
◦
|
Cost of crediting includes the costs for both deferred annuities and institutional products. 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 PRT costs including interest credited, benefit payments and other reserve changes, net of premiums received when issued, as well as funding agreement costs including the interest payments and other reserve changes. Cost of crediting is computed as the cost of crediting for deferred annuities and institutional products divided by the average invested assets for the relevant periods. Cost of crediting on deferred annuities is computed as the interest credited on fixed strategies and option costs on indexed annuity strategies divided by the average account value of our deferred annuities. Cost of crediting on institutional products is computed as the PRT and funding agreement costs divided by the average institutional reserve liabilities. Our average invested assets, account values and institutional reserve liabilities are averaged over the number of quarters in the relevant period to obtain our associated cost of crediting for such period. To enhance the ability to analyze these measures across periods, interim periods are annualized.
|
◦
|
Other liability costs include DAC, DSI and VOBA amortization, change in rider reserves, the cost of liabilities on products other than deferred annuities and institutional products, excise taxes, premiums, product charges and other revenues. We believe a measure like other liability costs is useful in analyzing the trends of our core business operations and profitability. While we believe other liability costs 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 GAAP.
|
•
|
Net investment earned rate, cost of funds, net investment spread and investment margin on deferred annuities are non-GAAP measures we use to evaluate the profitability of our business. We believe these metrics are useful in analyzing the trends of our business operations, profitability and pricing discipline. While we believe each of these metrics are meaningful financial metrics and enhance our understanding of the underlying profitability drivers of our business, they should not be used as a substitute for net investment income, interest sensitive contract benefits or total benefits and expenses presented under GAAP.
|
•
|
Operating expenses excludes integration, restructuring and other non-operating expenses, stock compensation expense, interest expense and policy acquisition expenses. We believe a measure like operating expenses is useful in analyzing the trends of our core business operations and profitability. While we believe 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 GAAP.
|
Non-GAAP Reconciliations
Unaudited (in millions, except percentages)
|
|
|
|
|
|||||||||||||||||||||||
|
Quarterly Trends
|
|
Year-to-Date
|
||||||||||||||||||||||||
|
3Q’18
|
|
4Q’18
|
|
1Q’19
|
|
2Q’19
|
|
3Q’19
|
|
2018
|
|
2019
|
||||||||||||||
RECONCILIATION OF INTEREST SENSITIVE CONTRACT BENEFITS TO COST OF CREDITING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
GAAP interest sensitive contract benefits
|
$
|
742
|
|
|
$
|
(825
|
)
|
|
$
|
1,516
|
|
|
$
|
1,094
|
|
|
$
|
801
|
|
|
$
|
1,115
|
|
|
$
|
3,411
|
|
Interest credited other than deferred annuities and institutional products
|
14
|
|
|
35
|
|
|
55
|
|
|
50
|
|
|
63
|
|
|
30
|
|
|
168
|
|
|||||||
FIA option costs
|
231
|
|
|
275
|
|
|
278
|
|
|
280
|
|
|
282
|
|
|
611
|
|
|
840
|
|
|||||||
Product charges (strategy fees)
|
(25
|
)
|
|
(28
|
)
|
|
(28
|
)
|
|
(29
|
)
|
|
(31
|
)
|
|
(70
|
)
|
|
(88
|
)
|
|||||||
Reinsurance embedded derivative impacts
|
29
|
|
|
14
|
|
|
15
|
|
|
14
|
|
|
14
|
|
|
35
|
|
|
43
|
|
|||||||
Change in fair values of embedded derivatives – FIAs
|
(546
|
)
|
|
1,039
|
|
|
(1,311
|
)
|
|
(868
|
)
|
|
(560
|
)
|
|
(603
|
)
|
|
(2,739
|
)
|
|||||||
Negative VOBA amortization
|
5
|
|
|
9
|
|
|
12
|
|
|
7
|
|
|
9
|
|
|
22
|
|
|
28
|
|
|||||||
Other changes in interest sensitive contract liabilities
|
3
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
3
|
|
|
(5
|
)
|
|||||||
Total adjustments to arrive at cost of crediting
|
(289
|
)
|
|
1,341
|
|
|
(981
|
)
|
|
(547
|
)
|
|
(225
|
)
|
|
28
|
|
|
(1,753
|
)
|
|||||||
Retirement Services cost of crediting
|
$
|
453
|
|
|
$
|
516
|
|
|
$
|
535
|
|
|
$
|
547
|
|
|
$
|
576
|
|
|
$
|
1,143
|
|
|
$
|
1,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
GAAP interest sensitive contract benefits
|
3.04
|
%
|
|
(3.06
|
)%
|
|
5.44
|
%
|
|
3.84
|
%
|
|
2.73
|
%
|
|
1.75
|
%
|
|
3.98
|
%
|
|||||||
Interest credited other than deferred annuities and institutional products
|
0.06
|
%
|
|
0.13
|
%
|
|
0.20
|
%
|
|
0.18
|
%
|
|
0.21
|
%
|
|
0.05
|
%
|
|
0.19
|
%
|
|||||||
FIA option costs
|
0.95
|
%
|
|
1.02
|
%
|
|
1.00
|
%
|
|
0.98
|
%
|
|
0.96
|
%
|
|
0.96
|
%
|
|
0.98
|
%
|
|||||||
Product charges (strategy fees)
|
(0.10
|
)%
|
|
(0.10
|
)%
|
|
(0.10
|
)%
|
|
(0.10
|
)%
|
|
(0.10
|
)%
|
|
(0.11
|
)%
|
|
(0.10
|
)%
|
|||||||
Reinsurance embedded derivative impacts
|
0.12
|
%
|
|
0.05
|
%
|
|
0.05
|
%
|
|
0.05
|
%
|
|
0.05
|
%
|
|
0.05
|
%
|
|
0.05
|
%
|
|||||||
Change in fair values of embedded derivatives – FIAs
|
(2.24
|
)%
|
|
3.85
|
%
|
|
(4.70
|
)%
|
|
(3.05
|
)%
|
|
(1.91
|
)%
|
|
(0.94
|
)%
|
|
(3.19
|
)%
|
|||||||
Negative VOBA amortization
|
0.02
|
%
|
|
0.03
|
%
|
|
0.04
|
%
|
|
0.02
|
%
|
|
0.03
|
%
|
|
0.03
|
%
|
|
0.03
|
%
|
|||||||
Other changes in interest sensitive contract liabilities
|
0.01
|
%
|
|
(0.01
|
)%
|
|
(0.01
|
)%
|
|
0.00
|
%
|
|
(0.01
|
)%
|
|
0.00
|
%
|
|
(0.01
|
)%
|
|||||||
Total adjustments to arrive at cost of crediting
|
(1.18
|
)%
|
|
4.97
|
%
|
|
(3.52
|
)%
|
|
(1.92
|
)%
|
|
(0.77
|
)%
|
|
0.04
|
%
|
|
(2.05
|
)%
|
|||||||
Retirement Services cost of crediting
|
1.86
|
%
|
|
1.91
|
%
|
|
1.92
|
%
|
|
1.92
|
%
|
|
1.96
|
%
|
|
1.79
|
%
|
|
1.93
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retirement Services cost of crediting on deferred annuities
|
1.98
|
%
|
|
2.00
|
%
|
|
1.98
|
%
|
|
1.98
|
%
|
|
1.98
|
%
|
|
1.93
|
%
|
|
1.98
|
%
|
|||||||
Retirement Services cost of crediting on institutional products
|
3.54
|
%
|
|
3.74
|
%
|
|
3.69
|
%
|
|
3.76
|
%
|
|
3.68
|
%
|
|
3.29
|
%
|
|
3.71
|
%
|
|||||||
Retirement Services cost of crediting
|
1.86
|
%
|
|
1.91
|
%
|
|
1.92
|
%
|
|
1.92
|
%
|
|
1.96
|
%
|
|
1.79
|
%
|
|
1.93
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retirement Services average invested assets
|
$
|
97,500
|
|
|
$
|
107,939
|
|
|
$
|
111,443
|
|
|
$
|
114,059
|
|
|
$
|
117,338
|
|
|
$
|
85,163
|
|
|
$
|
114,391
|
|
Average account value on deferred annuities
|
79,673
|
|
|
88,874
|
|
|
89,809
|
|
|
90,675
|
|
|
91,467
|
|
|
68,421
|
|
|
90,638
|
|
|||||||
Average institutional reserve liabilities
|
6,608
|
|
|
7,827
|
|
|
9,809
|
|
|
10,470
|
|
|
13,320
|
|
|
6,301
|
|
|
11,200
|
|