UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 30, 2021

 

 

 

ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda		001-37963		98-0630022
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification Number)

Second Floor, Washington House

16 Church Street

Hamilton, HM 11, Bermuda

(441) 279-8400

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common shares, par value $0.001 per share		ATH		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A		ATHPrA		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series B		ATHPrB		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Share, Series C		ATHPrC		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 4.875% Fixed Rate Perpetual Non-Cumulative Preference Share, Series D		ATHPrD		New York Stock Exchange

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

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Items.

Pro Forma Financial Statements

Athene Holding Ltd. (“Athene”) is supplementally providing, as Exhibit 99.1 hereto, unaudited pro forma condensed combined financial data of Tango Holdings, Inc. (“HoldCo”), consisting of (a) the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020, (b) the unaudited pro forma condensed combined statement of financial condition as of September 30, 2021, and (c) the summary unaudited combined non-GAAP adjusted operating earnings and related reconciliations to GAAP measures for the nine months ended September 30, 2021 and the year ended December 31, 2020 (collectively, the “Supplemental Pro Forma Financial Statements”). The Supplemental Pro Forma Financial Statements combine the historical consolidated statement of operations of Apollo Global Management, Inc. (“Apollo”) and consolidated statement of income of Athene, after giving effect to the mergers and the Apollo corporate governance updates disclosed in the joint proxy statement/prospectus of HoldCo, Apollo and Athene, dated as of November 5, 2021, as well as the applicable items described under Item 5.02 to Apollo’s Current Report on Form 8-K filed on December 2, 2021.

Merger Agreement

On March 8, 2021, Athene entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Apollo, HoldCo, Blue Merger Sub, Ltd. and Green Merger Sub, Inc. On November 30, 2021, in accordance with Section 5.01(b)(i) of the Merger Agreement, Athene consented to (i) Apollo authorizing and effecting the issuance of RSUs to Apollo’s Co-Presidents as described under Item 5.02 to Apollo’s Current Report on Form 8-K filed on December 2, 2021 and (ii) Apollo agreeing to the issuance by Holdco, following the consummation of the merger of Apollo and Athene, of common shares of Holdco in connection with a potential acquisition.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit     No.		Description
99.1		Unaudited Pro Forma Condensed Combined Financial Data of Tango Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Additional Information Regarding the Transaction and Where to Find It

This Current Report on Form 8-K is being made in respect of the proposed transaction involving HoldCo, Apollo and Athene. The proposed transaction will be submitted to the stockholders of Apollo and the shareholders of Athene for their respective consideration. In connection therewith, the parties have filed, and will continue to file, relevant materials with the SEC, including a definitive joint proxy statement/prospectus, which was mailed to the stockholders of Apollo and the shareholders of Athene on November 5, 2021. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, AS APPLICABLE, INVESTORS AND SECURITY HOLDERS OF APOLLO AND ATHENE ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about Apollo and Athene, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.

Copies of the documents filed with the SEC by Apollo will be available free of charge under the “Stockholders” section of Apollo’s website located at http://www.apollo.com or by contacting Apollo’s Investor Relations Department at (212) 822-0528 or APOInvestorRelations@apollo.com.

Copies of the documents filed with the SEC by Athene will be available free of charge under the “Investors” section of Athene’s website located at http://www.athene.com or by contacting Athene’s Investor Relations Department at (441) 279-8531 or ir@athene.com.

Participants in the Solicitation

Apollo, Athene, HoldCo and their respective directors, executive officers, members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction.

Information about the directors and executive officers of Apollo and HoldCo is set forth in Apollo’s proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on August 20, 2020, its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 19, 2021, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above.

Information about the directors and executive officers of Athene is set forth in Athene’s proxy statement for its 2020 annual meeting of shareholders, which was filed with the SEC on April 21, 2020, its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 19, 2021, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above.

Other information regarding the participants in the proxy solicitations of the stockholders of Apollo and the shareholders of Athene, and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ATHENE HOLDING LTD.
Date: December 2, 2021				/s/ John L. Golden
				John L. Golden
				Executive Vice President and General Counsel

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, adopted by the Securities and Exchange Commission (the “SEC”) on May 21, 2020 (“Article 11”). The unaudited pro forma condensed combined financial information presents the pro forma effects of the following transactions (the “Transactions”):

 

a.

On March 8, 2021, Apollo Global Management, Inc. (“AGM”), Athene Holding Ltd. (“AHL”), Tango Holdings, Inc. (“HoldCo”), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct subsidiary of HoldCo (“AHL Merger Sub”) and Green Merger Sub, Inc., a Delaware corporation and a direct subsidiary of HoldCo (“AGM Merger Sub”) entered into the merger agreement. The total purchase price for the transaction was approximately $12,057 million, subject to certain post-closing purchase price adjustments as provided in the merger agreement. The total purchase price excludes the fair value of AHL shares previously owned by AGM of $4,485 million. The acquisition of AHL’s investments in AGM funds will result in the consolidation of additional variable interest entities. The mergers will also result in the elimination of intercompany activity and balances between AGM and AHL. After giving effect to the mergers and the transactions contemplated by the merger agreement, AGM and AHL will be direct subsidiaries of HoldCo, which will be renamed “Apollo Global Management, Inc.” See the section titled “The Mergers” in the prospectus of Tango Holdings, Inc., filed pursuant to Rule 424(b)(3) with the SEC on November 5, 2021 (the “Prospectus”); and

 

b.

the conversion of each outstanding unit in the Apollo Operating Group (“AOG units”) and reorganization of AGM from an umbrella partnership C corporation structure to a full C-corporation. See the section titled “Corporate Governance Updates” in the Prospectus.

The unaudited pro forma condensed combined financial information also presents the pro forma effects of the implementation of new compensation arrangements and incentive programs, and changes to certain existing employee incentive programs (“Compensation Reset”). See Item 5.02 to this Current Report on Form 8-K.

The following unaudited pro forma condensed combined financial information of AGM and AHL is presented to illustrate the estimated effects of the Transactions as described below (collectively, “Adjustments” or “Transaction Accounting Adjustments”) and the estimated effects of the Compensation Reset program.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 combines the historical consolidated statements of operations of AGM and the consolidated statement of income of AHL, after giving effect to the Transactions as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined statement of financial condition as of September 30, 2021, combines the historical consolidated statement of financial condition of AGM and the consolidated balance sheet of AHL, after giving effect to the Transactions as if they had occurred on September 30, 2021. We refer to the unaudited pro forma condensed combined statement of operations and unaudited pro forma condensed combined statement of financial condition as the “pro forma financial information.”

The pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial information is derived from, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes of AGM and AHL:

 

•

the audited consolidated financial statements of AGM as of and for the fiscal year ended December 31, 2020, and the related notes included in AGM’s Annual Report on Form 10-K for the year ended December 31, 2020;

 

•

the unaudited condensed consolidated financial statements of AGM as of and for the three and nine months ended September 30, 2021, and the related notes included in AGM’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021;

•

the audited consolidated financial statements of AHL as of and for the fiscal year ended December 31, 2020, and the related notes included in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020; and

 

•

the unaudited condensed consolidated financial statements of AHL as of and for the three and nine months ended September 30, 2021, and the related notes included in AHL’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021;

The mergers will be treated as a business combination under Accounting Standards Codification 805, Business combinations “ASC 805,” and will be accounted for using the acquisition method of accounting under GAAP. The pro forma financial information has been prepared on the basis that AGM is the accounting acquirer with AHL being the target. As a result, the term “AGM” as used herein refers to (a) for historical financial information, Apollo Global Management, Inc. and (b) for pro forma financial information, Tango Holdings, Inc. which will be renamed “Apollo Global Management, Inc.” upon consummation of the mergers.

The pro forma financial information is based on various adjustments and assumptions and is not necessarily indicative of what AGM’s combined statement of financial condition and combined statement of operations actually would have been had the Transactions and Adjustments been completed as of the dates indicated or will be for any future periods. The pro forma financial information does not purport to project the future financial position or results of operations of AGM following the completion of the Transactions.

The pro forma financial information reflects Adjustments that management believes are necessary to present fairly AGM’s pro forma financial position and results of operations following the closing of the Transactions as of and for the periods indicated. The Adjustments are based on currently available information and assumptions that management believes are, under the circumstances and given the information available at this time, reasonable, and reflective of Adjustments necessary to reflect AGM’s financial condition and the results of operations as if AGM completed the Transactions on September 30, 2021 and January 1, 2020, respectively. These Adjustments are based on preliminary estimates and may be different from the acquisition accounting that will be made by AGM upon consummation of the Transactions, and these differences could be material.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL CONDITION

AS OF SEPTEMBER 30, 2021

(in millions)

 

		Historical								Transaction Accounting Adjustments
		AGM				AHL				AOG Conversion				Notes				Consolidation / Eliminations				Notes				Transaction Accounting				Notes				Pro Forma Combined
Assets:
Asset Management
Cash and cash equivalents		$	2,090			$	—			$	—							$	—							$	—							$	2,090
Restricted cash			1,053				—				—								—								—								1,053
U.S. Treasury securities, at fair value			817				—				—								—								—								817
Investments			7,987				—				—								(3,366	)			7(I,M)				—								4,621
Assets of consolidated variable interest entities			14,361				—				—								3,872				7(M)				—								18,233
Incentive fees receivable			4				—				—								—								—								4
Due from related parties			519				—				—								(62	)			7(J,M)				—								457
Deferred tax assets, net			467				—				7				4				—								247				7	(L)			721
Other assets			876				—				—								—								—								876
Goodwill			117				—				—								—								—								117
			28,291				—				7								444								247								28,989
Retirement Services
Investments			—				174,488				—								(2,073	)			7(M)				400				7	(A)			172,815
Cash and cash equivalents			—				7,753				—								—								—								7,753
Restricted cash			—				757				—								—								—								757
Investments in related parties			—				29,336				—								(8,379	)			7(I,M)				91				7	(A)			21,048
Assets of consolidated variable interest entities			—				—				—								3,087				7(M)				113				7	(A)			3,200
Accrued investment income			—				1,016				—								(20	)			7(M)				—								996
Reinsurance recoverable			—				4,565				—								—								—								4,565
Deferred acquisition costs, deferred sales inducements and value of business acquired			—				5,110				—								—								(2,344	)			7	(B)			2,766
Other assets			—				1,371				—								57				7(M,N)				1,290				7	(C)			2,718
Goodwill			—				—				—								—								4,028				7	(O)			4,028
			—				224,396				—								(7,328	)							3,578								220,646
Total Assets		$	28,291			$	224,396			$	7							$	(6,884	)						$	3,825							$	249,635

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL CONDITION

AS OF SEPTEMBER 30, 2021

(in millions)

 

		Historical								Transaction Accounting Adjustments
		AGM				AHL				AOG Conversion				Notes				Consolidation / Eliminations				Notes				Transaction Accounting				Notes				Pro Forma Combined
Liabilities, Redeemable non-controlling interests and Equity
Asset Management
Due to related parties		$	634			$	—			$	579				4			$	—							$	—							$	1,213
Debt			3,153				—				—								—								—								3,153
Liabilities of consolidated variable interest entities			11,224				—				—								(1,309	)			7(M)				—								9,915
Accounts payable, accrued expenses and other liabilities			3,055				—				—								(3	)			7(M)				29				7	(H)			3,081
			18,066				—				579								(1,312	)							29								17,362
Retirement Services
Interest sensitive contract liabilities			—				152,200				—								—								3,058				7	(D)			155,258
Future policy benefits			—				39,666				—								—								2,313				7	(D)			41,979
Other policy claims and benefits			—				130				—								—								—								130
Dividends payable to policyholders			—				103				—								—								—								103
Liabilities of consolidated variable interest entities			—				—				—								321				7(M)				—								321
Long-term debt			—				2,469				—								—								361				7	(E)			2,830
Derivative liabilities			—				303				—								—								—								303
Payables for collateral on derivatives and securities to repurchase			—				4,129				—								—								—								4,129
Funds withheld liability			—				437				—								—								—								437
Other liabilities			—				2,587				—								(373	)			7(J,M)				(642	)			7	(F)			1,572
			—				202,024				—								(52	)							5,090								207,062
Total Liabilities			18,066				202,024				579								(1,364	)							5,119								224,424
Commitments and Contingencies
Redeemable non-controlling interests			1,750				—				—								—								—								1,750

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL CONDITION

AS OF SEPTEMBER 30, 2021

(in millions)

 

		Historical								Transaction Accounting Adjustments
		AGM				AHL				AOG Conversion				Notes				Consolidation / Eliminations				Notes				Transaction Accounting				Notes				Pro Forma Combined
Equity
Preferred Stock			554				—				—								(554	)			7(K)				—								—
Common Stock			—				—				—								—								—								—
Additional paid in capital			1,019				6,651				2,435				4				(7,649	)			7(I,K,N)				12,460				7	(H)			14,916
Retained earnings			1,079				10,727				—								—								(10,670	)			7	(H)			1,136
Accumulated other comprehensive (loss) income			(3	)			3,011				—								—								(3,011	)			7	(H)			(3	)
Total Stockholders’ Equity			2,649				20,389				2,435								(8,203	)							(1,221	)							16,049
Non-Controlling Interests in consolidated entities			2,819				1,983				—								(440	)			7(M)				(73	)			7	(G)			4,289
Non-Controlling Interests attributable to preferred stockholders			—				—				—								3,123				7(K)				—								3,123
Non-Controlling Interests in Apollo Operating Group			3,007				—				(3,007	)			4				—								—								—
Total Equity			8,475				22,372				(572	)							(5,520	)							(1,294	)							23,461
Total Liabilities, Redeemable non-controlling interests and Equity		$	28,291			$	224,396			$	7							$	(6,884	)						$	3,825							$	249,635

See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Information”.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(in millions, except per share data)

 

		Historical																Transaction Accounting Adjustments
		AGM				AHL				Compensation Reset				Notes				Consolidation / Eliminations				Notes				Transaction Accounting				Notes				Pro Forma Combined
Revenues:
Asset Management
Management fees		$	1,402			$	—			$	—							$	(410	)			8	(A)		$	—							$	992
Advisory and transaction fees, net			205				—				—								—								—								205
Investment income:
Performance allocations			2,589				—				—								(7	)			8	(M)			—								2,582
Principal investment income			536				—				—								—								—								536
Total investment income			3,125				—												(7	)							—								3,118
Incentive fees			24				—				—								(4	)			8	(A)											20
			4,756				—				—								(421	)							—								4,335
Retirement Services
Premiums			—				11,295				—								—								—								11,295
Product charges			—				461				—								—								—								461
Net investment income			—				5,216				—								(410	)			8	(B,M)			(366	)			8	(F)			4,440
Investment related gains (losses)			—				2,508				—								(14	)			8	(M)			2				8	(G)			2,496
Net gains (losses) from investment activities of consolidated variable interest entities			—				—				—								57				8	(M)			—								57
Other revenues			—				58				—								—								—								58
			—				19,538				—								(367	)							(364	)							18,807
Total Revenues			4,756				19,538				—								(788	)							(364	)							23,142
Expenses:
Asset Management
Compensation and benefits			1,984				—				76				9				(2	)			8	(M)			—								2,058
Interest expense			104				—				—								—								—								104
General, administrative and other			329				—				—								—								—								329
			2,417				—				76								(2	)							—								2,491
Retirement Services
Interest sensitive contract benefits			—				2,945				—								—								(247	)			8	(H)			2,698
Amortization of deferred sales inducements			—				138				—								—								(138	)			8	(I)			—
Future policy and other policy benefits			—				12,281				—								—								(166	)			8	(H)			12,115
Amortization of deferred acquisition costs and value of business acquired			—				530				—								—								(341	)			8	(I)			189
Dividends to policyholders			—				23				—								—								—								23
Policy and other operating expenses			—				772				—								—								35				8	(J,K)			807
			—				16,689				—								—								(857	)							15,832
Total Expenses			2,417				16,689				76								(2	)							(857	)							18,323

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(in millions, except per share data)

 

		Historical																Transaction Accounting Adjustments
		AGM				AHL				Compensation Reset				Notes				Consolidation / Eliminations				Notes				Transaction Accounting				Notes				Pro Forma Combined
Other Income (Loss) –Asset Management
Net gains (losses) from investment activities			1,439				—				—								(1,414	)			8	(C)			—								25
Net gains from investment activities of consolidated variable interest entities			400				—				—								430				8	(M)			—								830
Interest income			4				—				—								—								—								4
Other income (loss), net			(28	)			—				—								—								—								(28	)
Total Other Income (Loss)–Asset Management			1,815				—				—								(984	)							—								831
Income before income tax provision			4,154				2,849				(76	)							(1,770	)							493								5,650
Income tax provision			(499	)			(196	)			—								74				8	(D)			(577	)			8	(D)			(1,198	)
Net income (loss)			3,655				2,653				(76	)							(1,696	)							(84	)							4,452
Net (income) loss attributable to Non-Controlling Interests			(2,060	)			111				—								1,657				8	(E,M)			(64	)			8	(L)			(356	)
Net Income Attributable to Apollo Global Management, Inc.			1,595				2,764				(76	)							(39	)							(148	)							4,096
Preferred Stock Dividends			(27	)			(106	)			—								—								—								(133	)
Net Income Attributable to Apollo Global Management, Inc. Common Stockholders		$	1,568			$	2,658			$	(76	)						$	(39	)						$	(148	)						$	3,963
Net Income Attributable to Apollo Global Management, Inc. Per Share of Common Stock
Basic–Class A		$	6.47			$	13.88																								8	(N)		$	6.61
Diluted–Class A		$	6.47			$	13.42																								8	(N)		$	6.61
Weighted Average Shares of Common Stock Outstanding
Basic–Class A			233.5				191.5																								8	(N)			585.0
Diluted–Class A			233.5				198.0																								8	(N)			585.0

See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Information”.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in millions, except per share data)

 

		Historical								Compensation Reset				Notes				Transaction Accounting Adjustments																Pro Forma Combined
		AGM				AHL												Consolidation / Eliminations				Notes				Transaction Accounting				Notes
Revenues:
Asset Management
Management fees		$	1,687			$	—			$	—							$	(451	)			8(A)			$	—							$	1,236
Advisory and transaction fees, net			249				—				—								—								—								249
Investment income:
Performance allocations			310				—				—								—								—								310
Principal investment income			82				—				—								—								—								82
Total investment income			392				—				—								—								—								392
Incentive fees			25				—				—								(15	)			8(A)												10
			2,353				—				—								(466	)							—								1,887
Retirement Services
Premiums			—				5,963				—								—								—								5,963
Product charges			—				571				—								—								—								571
Net investment income			—				4,885				—								29				8(B,M)				(488	)			8(F)				4,426
Investment related gains (losses)			—				3,309				—								24				8(M)				(185	)			8(G)				3,148
Net gains from investment activities of consolidated variable interest entities			—				—				—								107				8(M)				—								107
Other revenues			—				36				—								—								—								36
			—				14,764				—								160								(673	)							14,251
Total Revenues			2,353				14,764				—								(306	)							(673	)							16,138
Expenses:
Asset Management
Compensation and Benefits			1,089				—				102				9				—								—								1,191
Interest expense			133				—				—								—								—								133
General, administrative and other			356				—				—								—								42				8(K)				398
			1,578				—				102								—								42								1,722
Retirement Services
Interest sensitive contract benefits			—				3,891				—								—								(360	)			8(H)				3,531
Amortization of deferred sales inducements			—				66				—								—								(66	)			8(I)				—
Future policy and other policy benefits			—				7,187				—								—								(222	)			8(H)				6,965
Amortization of deferred acquisition costs and value of business acquired			—				521				—								—								(270	)			8(I)				251
Dividends to policyholders			—				38				—								—								—								38
Policy and other operating expenses			—				855				—								—								91				8(J,K)				946
			—				12,558				—								—								(827	)							11,731
Total Expenses			1,578				12,558				102								—								(785	)							13,453