August 9, 2022 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37963

ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

Bermuda

98-0630022

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

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)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Depositary Shares, each representing a 1/1,000th interest in a

6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 31, 2022, 203,805,432 of our Class A common shares were outstanding, all of which are held by Apollo Global Management, Inc.

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PART I—FINANCIAL INFORMATION


Item 1.	Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	107
Item 4.	Controls and Procedures	108

PART II—OTHER INFORMATION


Item 1.	Legal Proceedings	109
Item 1A.	Risk Factors	109
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	111



Item 6.	Exhibits	111
Exhibit Index		111
Signatures		112

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As used in this Quarterly Report on Form 10-Q (report), unless the context otherwise indicates, any reference to “Athene,” “our Company,” “the Company,” “us,” “we” and “our” refer to Athene Holding Ltd. together with its consolidated subsidiaries and any reference to “AHL” refers to Athene Holding Ltd. only.

Forward-Looking Statements

Certain statements in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “seek,” “assume,” “believe,” “may,” “will,” “should,” “could,” “would,” “likely” and other words and terms of similar meaning, including the negative of these or similar words and terms, in connection with any discussion of the timing or nature of future operating or financial performance or other events. However, not all forward-looking statements contain these identifying words. Forward-looking statements appear in a number of places throughout and give our current expectations and projections relating to our business, financial condition, results of operations, plans, strategies, objectives, future performance and other matters.

We caution you that forward-looking statements are not guarantees of future performance and that our actual consolidated financial condition, results of operations, liquidity, cash flows and performance may differ materially from that made in or suggested by the forward-looking statements contained in this report. A number of important factors could cause actual results or conditions to differ materially from those contained or implied by the forward-looking statements, including the risks discussed in Part II–Item 1A. Risk Factors included in this report and Part I–Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Annual Report). Factors that could cause actual results or conditions to differ from those reflected in the forward-looking statements contained in this report include:

•the accuracy of management’s assumptions and estimates;

•variability in the amount of statutory capital that our insurance and reinsurance subsidiaries have or are required to hold;

•interest rate and/or foreign currency fluctuations;

•our potential need for additional capital in the future and the potential unavailability of such capital to us on favorable terms or at all;

•major public health issues, and specifically the pandemic caused by the effects of the spread of the Coronavirus Disease of 2019 (COVID-19);

•changes in relationships with important parties in our product distribution network;

•the activities of our competitors and our ability to grow our retail business in a highly competitive environment;

•the impact of general economic conditions on our ability to sell our products and on the fair value of our investments;

•our ability to successfully acquire new companies or businesses and/or integrate such acquisitions into our existing framework;

•downgrades, potential downgrades or other negative actions by rating agencies;

•our dependence on key executives and inability to attract qualified personnel, or the potential loss of Bermudian personnel as a result of Bermuda employment restrictions;

•market and credit risks that could diminish the value of our investments;

•changes to the creditworthiness of our reinsurance and derivative counterparties;

•the discontinuation of certain Inter-bank Offered Rates (IBORs), including the London Inter-bank Offered Rate (LIBOR);

•changes in consumer perception regarding the desirability of annuities as retirement savings products;

•potential litigation (including class action litigation), enforcement investigations or regulatory scrutiny against us and our subsidiaries, which we may be required to defend against or respond to;

•the impact of new accounting rules or changes to existing accounting rules on our business;

•interruption or other operational failures in telecommunication and information technology and other operating systems, as well as our ability to maintain the security of those systems;

•the termination by Apollo Global Management, Inc. (AGM) or any of its subsidiaries (collectively, AGM together with its subsidiaries, Apollo) of its investment management agreements with us and certain limitations on our ability to terminate such arrangements;

•Apollo’s dependence on key executives and inability to attract qualified personnel;

•the failure to realize the expected benefits from our merger with AGM;

•the accuracy of our estimates regarding the future performance of our investment portfolio;

•increased regulation or scrutiny of alternative investment advisers and certain trading methods;

•potential changes to laws or regulations affecting, among other things, group supervision and/or group capital requirements, entity-level regulatory capital standards, transactions with our affiliates, the ability of our subsidiaries to make dividend payments or distributions to AHL, acquisitions by or of us, minimum capitalization and statutory reserve requirements for insurance companies and fiduciary obligations on parties who distribute our products;

•the failure to obtain or maintain licenses and/or other regulatory approvals as required for the operation of our insurance subsidiaries;

•increases in our tax liability resulting from the Base Erosion and Anti-Abuse Tax (BEAT) or otherwise;

•adverse changes in US tax law;

•changes in our ability to pay dividends or make distributions;

•the failure to achieve the economic benefits expected to be derived from the Athene Co-Invest Reinsurance Affiliate Holding Ltd. (together with its subsidiaries, ACRA) capital raise or future ACRA capital raises;

•the failure of third-party ACRA investors to fund their capital commitment obligations; and

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•other risks and factors listed in Part II–Item 1A. Risk Factors included in this report, Part I—Item 1A. Risk Factors included in our 2021 Annual Report and those discussed elsewhere in this report and in our 2021 Annual Report.

We caution you that the important factors referenced above may not be exhaustive. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect or anticipate. In light of these risks, you should not place undue reliance upon any forward-looking statements contained in this report. Unless an earlier date is specified, the forward-looking statements included in this report are made only as of the date that this report was filed with the US Securities and Exchange Commission (SEC). We undertake no obligation, except as may be required by law, to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

GLOSSARY OF SELECTED TERMS

Unless otherwise indicated in this report, the following terms have the meanings set forth below:

Entities


Term or Acronym						Definition
AADE						Athene Annuity & Life Assurance Company
AAIA						Athene Annuity and Life Company
AAM						Apollo Asset Management, Inc., formerly known as Apollo Global Management, Inc.
AARe						Athene Annuity Re Ltd., a Bermuda reinsurance subsidiary
ACRA						Athene Co-Invest Reinsurance Affiliate Holding Ltd., together with its subsidiaries
ACRA HoldCo						Athene Co-Invest Reinsurance Affiliate Holding Ltd.
ADIP						Apollo/Athene Dedicated Investment Program
AGM						Apollo Global Management, Inc.
AHL						Athene Holding Ltd.
ALRe						Athene Life Re Ltd., a Bermuda reinsurance subsidiary
ALReI						Athene Life Re International Ltd., a Bermuda reinsurance subsidiary
AOG						Apollo Operating Group
Apollo						Apollo Global Management, Inc., together with its subsidiaries (other than us or our subsidiaries)
Apollo Group						(1) AGM and AGM’s subsidiaries, including AAM, (2) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by clause (1), (3) BRH Holdings GP, Ltd. and each of its shareholders, (4) any executive officer or employee of AGM or AGM’s subsidiaries, and (5) any affiliate of a person described in clauses (1), (2), (3) or (4) above; provided none of AHL or its subsidiaries (other than ACRA HoldCo and ACRA HoldCo’s subsidiaries) will be deemed to be a member of the Apollo Group
AUSA						Athene USA Corporation
Athora						Athora Holding Ltd.
BMA						Bermuda Monetary Authority
ISG						Apollo Insurance Solutions Group LP
Jackson						Jackson Financial, Inc., together with its subsidiaries
LIMRA						Life Insurance and Market Research Association
MidCap Financial						MidCap FinCo Designated Activity Company
NAIC						National Association of Insurance Commissioners
NYSDFS						New York State Department of Financial Services
US Treasury						United States Department of the Treasury
VIAC						Venerable Insurance and Annuity Company
Venerable						Venerable Holdings, Inc., together with its subsidiaries
Wheels Donlen						Wheels, Inc. (Wheels), merged with Donlen LLC (Donlen)

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Certain Terms & Acronyms


Term or Acronym						Definition
ABS						Asset-backed securities
ACL						Authorized control level RBC as defined by the model created by the National Association of Insurance Commissioners
ALM						Asset liability management
Alternative investments						Alternative investments, including investment funds, CLO equity positions and certain other debt instruments considered to be equity-like
Base of earnings						Earnings generated from our results of operations and the underlying profitability drivers of our business
Bermuda capital						The capital of Athene’s non-US reinsurance subsidiaries calculated under US statutory accounting principles, including that for policyholder reserve liabilities which are subjected to US cash flow testing requirements, but (i) excluding certain items that do not exist under our applicable Bermuda requirements, such as interest maintenance reserves and (ii) including certain Bermuda statutory accounting differences, such as marking to market of inception date investment gains or losses relating to reinsurance transactions. Bermuda capital may from time to time materially differ from the calculation of statutory capital under US statutory accounting principles primarily due to the foregoing differences.
Bermuda RBC						The risk-based capital ratio of our non-US reinsurance subsidiaries by applying NAIC risk-based capital factors to the statutory financial statements on an aggregate basis. Adjustments are made to (i) exclude US subsidiaries which are included within our US RBC Ratio, (ii) exclude our interests in the AOG units and other non-insurance subsidiary holding companies from our capital base and (iii) limit RBC concentration charges such that when they are applied to determine target capital, the charges do not exceed 100% of the asset’s carrying value.
Block reinsurance						A transaction in which the ceding company cedes all or a portion of a block of previously issued annuity contracts through a reinsurance agreement
BSCR						Bermuda Solvency Capital Requirement
CAL						Company action level risk-based capital as defined by the model created by the National Association of Insurance Commissioners
CLO						Collateralized loan obligation
CMBS						Commercial mortgage-backed securities
CML						Commercial mortgage loans
Cost of crediting						The interest credited to the policyholders on our fixed annuities, including, with respect to our fixed indexed annuities, option costs, as well as institutional costs related to institutional products, presented on an annualized basis for interim periods
Cost of funds						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 net invested assets for the relevant period. Presented on an annualized basis for interim periods.
DAC						Deferred acquisition costs
Deferred annuities						Fixed indexed annuities, annual reset annuities, multi-year guaranteed annuities and registered index-linked annuities
DSI						Deferred sales inducement
Excess capital						Capital in excess of the level management believes is needed to support our current operating strategy
FIA						Fixed indexed annuity, which is an insurance contract that earns interest at a crediting rate based on a specified index on a tax-deferred basis
Fixed annuities						FIAs together with fixed rate annuities
Fixed rate annuity						An insurance contract that offers tax-deferred growth and the opportunity to produce a guaranteed stream of retirement income for the lifetime of its policyholder
Flow reinsurance						A transaction in which the ceding company cedes a portion of newly issued policies to the reinsurer
GAAP						Accounting principles generally accepted in the United States of America
GLWB						Guaranteed lifetime withdrawal benefit
GMDB						Guaranteed minimum death benefit
Gross invested assets						The sum of (a) total investments on the consolidated balance sheet with available-for-sale securities at amortized cost, excluding derivatives, (b) cash and cash equivalents and restricted cash, (c) investments in related parties, (d) accrued investment income, (e) consolidated variable interest entities’ assets, liabilities and noncontrolling interest and (f) policy loans ceded (which offset the direct policy loans in total investments). Gross invested assets includes investments supporting assumed funds withheld and modco agreements and excludes assets associated with funds withheld liabilities related to business exited through reinsurance agreements and derivative collateral (offsetting the related cash positions). Gross invested assets includes the entire investment balance attributable to ACRA as ACRA is 100% consolidated
IMA						Investment management agreement
IMO						Independent marketing organization
Investment margin on deferred annuities						Investment margin applies to deferred annuities and is the excess of our net investment earned rate over the cost of crediting to our policyholders, presented on an annualized basis for interim periods
Liability outflows						The aggregate of withdrawals on our deferred annuities, maturities of our funding agreements, payments on payout annuities, and pension group annuity benefit payments
MCR						Minimum capital requirements
MMS						Minimum margin of solvency
Modco						Modified coinsurance
MVA						Market value adjustment
MYGA						Multi-year guaranteed annuity

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Term or Acronym						Definition
Net invested assets						The sum of (a) total investments on the consolidated balance sheet with available-for-sale securities at amortized cost, excluding derivatives, (b) cash and cash equivalents and restricted cash, (c) investments in related parties, (d) accrued investment income, (e) consolidated variable interest entities’ assets, liabilities and noncontrolling interest and (f) policy loans ceded (which offset the direct policy loans in total investments). Net invested assets includes investments supporting assumed funds withheld and modco agreements and excludes assets associated with funds withheld liabilities related to business exited through reinsurance agreements and derivative collateral (offsetting the related cash positions). Net invested assets includes our economic ownership of ACRA investments but does not include the investments associated with the noncontrolling interest
Net investment earned rate						Income from our net invested assets divided by the average net invested assets for the relevant period, presented on an annualized basis for interim periods
Net investment spread						Net investment spread measures our investment performance less the total cost of our liabilities, presented on an annualized basis for interim periods
Net reserve liabilities						The sum of (a) interest sensitive contract liabilities, (b) future policy benefits, (c) dividends payable to policyholders, and (d) other policy claims and benefits, offset by reinsurance recoverable, excluding policy loans ceded. Net reserve liabilities also includes the reserves related to assumed modco agreements in order to appropriately match the costs incurred in the consolidated statements of income (loss) with the liabilities. Net reserve liabilities is net of the ceded liabilities to third-party reinsurers as the costs of the liabilities are passed to such reinsurers and therefore we have no net economic exposure to such liabilities, assuming our reinsurance counterparties perform under our agreements. Net reserve liabilities is net of the reserve liabilities attributable to the ACRA noncontrolling interest
Other liability costs						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, as well as offsets for premiums, product charges and other revenues
Payout annuities						Annuities with a current cash payment component, which consist primarily of single premium immediate annuities, supplemental contracts and structured settlements
Policy loan						A loan to a policyholder under the terms of, and which is secured by, a policyholder’s policy
RBC						Risk-based capital
Rider reserves						Guaranteed lifetime withdrawal benefits and guaranteed minimum death benefits reserves
RMBS						Residential mortgage-backed securities
RML						Residential mortgage loan
Sales						All money paid into an individual annuity, including money paid into new contracts with initial purchase occurring in the specified period and existing contracts with initial purchase occurring prior to the specified period (excluding internal transfers)
SPIA						Single premium immediate annuity
Surplus assets						Assets in excess of policyholder obligations, determined in accordance with the applicable domiciliary jurisdiction’s statutory accounting principles
TAC						Total adjusted capital as defined by the model created by the NAIC
US RBC Ratio						The CAL RBC ratio for AADE, our parent US insurance company
VIE						Variable interest entity
VOBA						Value of business acquired

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Item 1. Financial Statements

Index to Condensed Consolidated Financial Statements (unaudited)




Condensed Consolidated Balance Sheets (unaudited)		8

Condensed Consolidated Statements of Income (Loss) (unaudited)		10

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)		11

Condensed Consolidated Statements of Equity (unaudited)		12

Condensed Consolidated Statements of Cash Flows (unaudited)		14

Notes to Condensed Consolidated Financial Statements (unaudited)		16

	Note 1. Business, Basis of Presentation and Significant Accounting Policies	16

	Note 2. Business Combination	16

	Note 3. Investments	21

	Note 4. Derivative Instruments	32

	Note 5. Variable Interest Entities	35

	Note 6. Fair Value	36

	Note 7. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired	52

	Note 8. Debt	53

	Note 9. Equity	53

	Note 10. Related Parties	55

	Note 11. Commitments and Contingencies	58

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ATHENE HOLDING LTD.

Condensed Consolidated Balance Sheets (Unaudited)


	Successor		Predecessor
(In millions)	June 30, 2022		December 31, 2021
Assets
Investments
Available-for-sale securities, at fair value (amortized cost: 2022 – $107,207 and 2021 – $96,458; allowance for credit losses: 2022 – $609 and 2021 – $123)	$	92,011	$	100,159
Trading securities, at fair value	1,735		2,056
Equity securities (portion at fair value: 2022 – $1,108 and 2021 – $1,170)	1,508		1,170
Mortgage loans (allowance for credit losses: 2021 – $154; portion at fair value: 2022 – $25,218 and 2021 – $17)	25,218		20,748
Investment funds (portion at fair value: 2022 – $25 and 2021 – $183)	133		1,178
Policy loans	358		312
Funds withheld at interest (portion at fair value: 2022 – $(3,958) and 2021 – $782)	37,638		43,907
Derivative assets	2,932		4,387
Short-term investments (portion at fair value: 2022 – $238 and 2021 – $139)	264		139
Other investments (portion at fair value: 2022 – $142 and 2021 – $130)	855		1,473
Total investments	162,652		175,529
Cash and cash equivalents	11,172		9,479
Restricted cash	753		796
Investments in related parties
Available-for-sale securities, at fair value (amortized cost: 2022 – $9,429 and 2021 – $10,401; allowance for credit losses: 2022 – $20 and 2021 – $0)	8,955		10,402
Trading securities, at fair value	898		1,781
Equity securities, at fair value	163		284
Mortgage loans (allowance for credit losses: 2021 – $5; portion at fair value: 2022 – $1,416 and 2021 – $0)	1,416		1,360
Investment funds (portion at fair value: 2022 – $818 and 2021 – $2,958)	1,538		7,391
Funds withheld at interest (portion at fair value: 2022 – $(1,129) and 2021 – $578)	10,675		12,207

Other investments	272		222
Accrued investment income (related party: 2022 – $76 and 2021 – $54)	1,086		962
Reinsurance recoverable (portion at fair value: 2022 – $1,580 and 2021 – $1,991)	4,437		4,594
Deferred acquisition costs, deferred sales inducements and value of business acquired	4,890		5,362
Goodwill	4,153		—
Other assets (related party: 2022 – $83 and 2021 – $0)	8,947		1,257
Assets of consolidated variable interest entities
Investments
Trading securities, at fair value (related party: 2022 – $223 and 2021 – $0)	386		—
Mortgage loans (related party: 2022 – $387 and 2021 – $231; allowance for credit losses: 2021 – $78; portion at fair value: 2022 – $1,626 and 2021 – $0)	1,992		2,040
Investment funds, at fair value (related party: 2022 – $8,684 and 2021 – $1,068)	9,494		1,297
Other investments (portion at fair value: 2022 – $31 and 2021 – $0)	111		—
Cash and cash equivalents	198		154
Other assets	66		32
Total assets	$	234,254	$	235,149

(Continued)

See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Condensed Consolidated Balance Sheets (Unaudited)


	Successor		Predecessor
(In millions, except per share data)	June 30, 2022		December 31, 2021
Liabilities and Equity
Liabilities
Interest sensitive contract liabilities (related party: 2022 – $12,653 and 2021 – $12,948; portion at fair value: 2022 – $6,394 and 2021 – $16,142)	$	164,571	$	156,325
Future policy benefits (related party: 2022 – $2,078 and 2021 – $1,853; portion at fair value: 2022 – $1,870 and 2021 – $2,262)	52,478		42,488


Debt	3,279		2,964
Derivative liabilities	1,223		472
Payables for collateral on derivatives and securities to repurchase	6,013		7,044

Other liabilities (related party: 2022 – $219 and 2021 – $936)	2,893		3,214
Liabilities of consolidated variable interest entities	408		461
Total liabilities	230,865		212,968
Commitments and Contingencies (Note 11)
Equity
Preferred stock
Series A – par value $1 per share; $863 aggregate liquidation preference; authorized, issued and outstanding: 2022 and 2021 – 0.0 shares	—		—
Series B – par value $1 per share; $345 aggregate liquidation preference; authorized, issued and outstanding: 2022 and 2021 – 0.0 shares	—		—
Series C – par value $1 per share; $600 aggregate liquidation preference; authorized, issued and outstanding: 2022 and 2021 – 0.0 shares	—		—
Series D – par value $1 per share; $575 aggregate liquidation preference; authorized, issued and outstanding: 2022 and 2021 – 0.0 shares	—		—
Common stock
Class A – par value $0.001 per share; authorized: 2022 and 2021 – 425.0 shares; issued and outstanding: 2022 – 203.8 and 2021 – 192.2 shares	—		—
Additional paid-in capital	17,586		6,667
Retained earnings (accumulated deficit)	(4,074)		11,033
Accumulated other comprehensive income (loss) (related party: 2022 – $(323) and 2021 – $33)	(9,787)		2,430
Total Athene Holding Ltd. shareholders’ equity	3,725		20,130
Noncontrolling interests	(336)		2,051
Total equity	3,389		22,181
Total liabilities and equity	$	234,254	$	235,149

(Concluded)

See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Condensed Consolidated Statements of Income (Loss) (Unaudited)


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Revenues
Premiums (related party of $76 and $78 for the three months ended and $147 and $157 for the six months ended June 30, 2022 and 2021, respectively)	$	5,614	$	1,598	$	7,724	$	4,609
Product charges (related party of $10 and $12 for the three months ended and $20 and $23 for the six months ended June 30, 2022 and 2021, respectively)	175		157		341		307
Net investment income (related party investment income of $224 and $860 for the three months ended and $725 and $1,456 for the six months ended June 30, 2022 and 2021, respectively; and related party investment expense of $182 and $140 for the three months ended and $368 and $284 for the six months ended June 30, 2022 and 2021, respectively)	1,726		2,017		3,409		3,686
Investment related gains (losses) (related party of $(606) and $280 for the three months ended and $(1,210) and $141 for the six months ended June 30, 2022 and 2021, respectively)	(5,763)		2,592		(9,963)		2,170
Other revenues (related party of $9 and $15 for the three months ended and $18 and $15 for the six months ended June 30, 2022 and 2021, respectively)	(9)		20		(12)		34
Revenues of consolidated variable interest entities
Net investment income	30		21		47		56
Investment related gains (losses) (related party of $59 and $0 for the three months ended and $59 and $0 for the six months ended June 30, 2022 and 2021, respectively)	22		18		(20)		(48)
Total revenues	1,795		6,423		1,526		10,814
Benefits and expenses
Interest sensitive contract benefits (related party of $(36) and $135 for the three months ended and $(47) and $211 for the six months ended June 30, 2022 and 2021, respectively)	(621)		1,979		(662)		2,373
Amortization of deferred sales inducements	—		22		—		106
Future policy and other policy benefits (related party of $71 and $111 for the three months ended and $134 and $200 for the six months ended June 30, 2022 and 2021, respectively)	5,609		1,950		7,694		5,267
Amortization of deferred acquisition costs and value of business acquired	125		230		250		394
Policy and other operating expenses (related party of $59 and $12 for the three months ended and $116 and $24 for the six months ended June 30, 2022 and 2021, respectively)	358		252		693		545

Total benefits and expenses	5,471		4,433		7,975		8,685
Income (loss) before income taxes	(3,676)		1,990		(6,449)		2,129
Income tax expense (benefit)	(484)		184		(891)		246
Net income (loss)	(3,192)		1,806		(5,558)		1,883
Less: Net income (loss) attributable to noncontrolling interests	(1,072)		389		(1,955)		(148)
Net income (loss) attributable to Athene Holding Ltd. shareholders	(2,120)		1,417		(3,603)		2,031
Less: Preferred stock dividends	35		35		70		71
Net income (loss) available to Athene Holding Ltd. common shareholder	$	(2,155)	$	1,382	$	(3,673)	$	1,960

See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Net income (loss)	$	(3,192)	$	1,806	$	(5,558)	$	1,883
Other comprehensive income (loss), before tax
Unrealized investment gains (losses) on available-for-sale securities, net of offsets	(7,273)		1,692		(13,703)		(899)
Unrealized gains (losses) on hedging instruments	81		92		(48)		61
Foreign currency translation and other adjustments	(58)		1		(54)		1
Other comprehensive income (loss), before tax	(7,250)		1,785		(13,805)		(837)
Income tax expense (benefit) related to other comprehensive income (loss)	(1,283)		345		(2,453)		(151)
Other comprehensive income (loss)	(5,967)		1,440		(11,352)		(686)
Comprehensive income (loss)	(9,159)		3,246		(16,910)		1,197
Less: Comprehensive income (loss) attributable to noncontrolling interests	(1,926)		513		(3,520)		(200)
Comprehensive income (loss) attributable to Athene Holding Ltd. shareholders	$	(7,233)	$	2,733	$	(13,390)	$	1,397

See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Condensed Consolidated Statements of Equity (Unaudited)


	Successor
	Three months ended
(In millions)	Preferred stock		Common stock		Additional paid-in capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Total Athene Holding Ltd. shareholders’ equity		Noncontrolling interests		Total equity
Balance at March 31, 2022	$	—	$	—	$	17,555	$	(1,732)	$	(4,674)	$	11,149	$	2,543	$	13,692
Net income	—		—		—		(2,120)		—		(2,120)		(1,072)		(3,192)
Other comprehensive income	—		—		—		—		(5,113)		(5,113)		(854)		(5,967)


Stock-based compensation allocation from parent	—		—		12		—		—		12		—		12

Preferred stock dividends	—		—		—		(35)		—		(35)		—		(35)
Common stock dividends	—		—		—		(187)		—		(187)		—		(187)
Contributions from parent	—		—		19		—		—		19		—		19

Contributions from noncontrolling interests	—		—		—		—		—		—		400		400

Consolidation of variable interest entities	—		—		—		—		—		—		(1,353)		(1,353)

Balance at June 30, 2022	$	—	$	—	$	17,586	$	(4,074)	$	(9,787)	$	3,725	$	(336)	$	3,389

	Predecessor
	Three months ended
Balance at March 31, 2021	$	—	$	—	$	6,623	$	8,647	$	2,021	$	17,291	$	1,045	$	18,336

Net income	—		—		—		1,417		—		1,417		389		1,806
Other comprehensive income	—		—		—		—		1,316		1,316		124		1,440

Issuance of common shares, net of expenses	—		—		6		—		—		6		—		6
Stock-based compensation	—		—		11		—		—		11		—		11

Preferred stock dividends	—		—		—		(35)		—		(35)		—		(35)
Contributions from noncontrolling interests	—		—		—		—		—		—		85		85

Other changes in equity of noncontrolling interests	—		—		—		—		—		—		22		22
Balance at June 30, 2021	$	—	$	—	$	6,640	$	10,029	$	3,337	$	20,006	$	1,665	$	21,671

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ATHENE HOLDING LTD.

Condensed Consolidated Statements of Equity (Unaudited)


	Successor
	Six months ended
(In millions)	Preferred stock		Common stock		Additional paid-in capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Total Athene Holding Ltd. shareholders’ equity		Noncontrolling interests		Total equity


Balance as of January 1, 2022	$	—	$	—	$	20,270	$	—	$	—	$	20,270	$	2,276	$	22,546
Net loss	—		—		—		(3,603)		—		(3,603)		(1,955)		(5,558)
Other comprehensive loss	—		—		—		—		(9,787)		(9,787)		(1,565)		(11,352)


Stock-based compensation allocation from parent	—		—		23		—		—		23		—		23

Preferred stock dividends	—		—		—		(70)		—		(70)		—		(70)
Common stock dividends	—		—		—		(375)		—		(375)		—		(375)
Contributions from parent	—		—		19		—		—		19		—		19
Distributions to parent	—		—		(2,726)		(26)		—		(2,752)		—		(2,752)
Contributions from noncontrolling interests	—		—		—		—		—		—		711		711

Consolidation of variable interest entities	—		—		—		—		—		—		281		281
Other changes in equity of noncontrolling interests	—		—		—		—		—		—		(84)		(84)
Balance at June 30, 2022	$	—	$	—	$	17,586	$	(4,074)	$	(9,787)	$	3,725	$	(336)	$	3,389

	Predecessor
	Six months ended
Balance at December 31, 2020	$	—	$	—	$	6,613	$	8,073	$	3,971	$	18,657	$	1,483	$	20,140

Net income (loss)	—		—		—		2,031		—		2,031		(148)		1,883
Other comprehensive loss	—		—		—		—		(634)		(634)		(52)		(686)

Issuance of common shares, net of expenses	—		—		7		—		—		7		—		7
Stock-based compensation	—		—		20		—		—		20		—		20
Retirement or repurchase of shares	—		—		—		(4)		—		(4)		—		(4)
Preferred stock dividends	—		—		—		(71)		—		(71)		—		(71)
Contributions from noncontrolling interests	—		—		—		—		—		—		320		320

Other changes in equity of noncontrolling interests	—		—		—		—		—		—		62		62
Balance at June 30, 2021	$	—	$	—	$	6,640	$	10,029	$	3,337	$	20,006	$	1,665	$	21,671

See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Successor		Predecessor
(In millions)	Six months ended June 30, 2022		Six months ended June 30, 2021
Cash flows from operating activities
Net income (loss)	$	(5,558)	$	1,883
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of deferred acquisition costs and value of business acquired	250		394
Amortization of deferred sales inducements	—		106
Net amortization (accretion) of net investment premiums, discounts and other	155		(118)

Net investment (income) loss (related party: 2022 – $12 and 2021 – $(933))	(267)		(966)
Net recognized (gains) losses on investments and derivatives (related party: 2022 – $183 and 2021 – $(159))	4,892		(1,908)
Policy acquisition costs deferred	(434)		(287)
Changes in operating assets and liabilities:
Accrued investment income (related party: 2022 – $(22) and 2021 – $(20))	(124)		(105)
Interest sensitive contract liabilities (related party: 2022 – $(68) and 2021 – $188)	(1,604)		1,788
Future policy benefits and reinsurance recoverable (related party: 2022 – $76 and 2021 – $142)	3,933		1,560
Funds withheld assets (related party: 2022 – $970 and 2021 – $(187))	4,622		(90)
Other assets and liabilities	(1,139)		241
Net cash provided by operating activities	4,726		2,498


Cash flows from investing activities
Sales, maturities and repayments of:
Available-for-sale securities (related party: 2022 – $3,047 and 2021 – $881)	14,494		9,018
Trading securities (related party: 2022 – $79 and 2021 – $83)	105		127
Equity securities	96		42
Mortgage loans (related party: 2022 – $33 and 2021 – $0)	1,829		1,363
Investment funds (related party: 2022 – $769 and 2021 – $892)	940		946
Derivative instruments and other invested assets (related party: 2022 – $74 and 2021 – $330)	2,064		2,566
Short-term investments (related party: 2022 – $0 and 2021 – $98)	114		400
Purchases of:
Available-for-sale securities (related party: 2022 – $(1,880) and 2021 – $(1,626))	(18,665)		(17,987)
Trading securities (related party: 2022 – $(152) and 2021 – $(230))	(267)		(318)
Equity securities (related party: 2022 – $(13) and 2021 – $(46))	(74)		(123)
Mortgage loans (related party: 2022 – $(364) and 2021 – $(148))	(7,832)		(3,596)
Investment funds (related party: 2022 – $(3,130) and 2021 – $(923))	(3,256)		(1,056)
Derivative instruments and other invested assets (related party: 2022 – $(124) and 2021 – $0)	(1,335)		(2,247)
Short-term investments (related party: 2022 – $(33) and 2021 – $(100))	(271)		(278)
Consolidation of new variable interest entities	393		—
Deconsolidation of previously consolidated entities	(365)		—
Other investing activities, net	311		(129)
Net cash used in investing activities	(11,719)		(11,272)

			(Continued)
See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Successor		Predecessor
(In millions)	Six months ended June 30, 2022		Six months ended June 30, 2021
Cash flows from financing activities
Issuance of common stock	$	—	$	7


Proceeds from debt	—		497

Deposits on investment-type policies and contracts (related party: 2022 – $38 and 2021 – $44)	13,925		11,120
Withdrawals on investment-type policies and contracts (related party: 2022 – $(167) and 2021 – $(200))	(4,074)		(3,476)
Payments for coinsurance agreements on investment-type contracts, net	(20)		—
Capital contributions from noncontrolling interests	711		320

Net change in cash collateral posted for derivative transactions and securities to repurchase	(1,024)		687

Preferred stock dividends	(70)		(71)
Common stock dividends	(1,125)		—

Repurchase of common stock	—		(4)
Other financing activities, net	384		(22)
Net cash provided by financing activities	8,707		9,058
Effect of exchange rate changes on cash and cash equivalents	(20)		—
Net increase in cash and cash equivalents	1,694		284
Cash and cash equivalents at beginning of year1	10,429		8,442
Cash and cash equivalents at end of period1	$	12,123	$	8,726

Supplementary information
Non-cash transactions
Deposits on investment-type policies and contracts through reinsurance agreements (related party: 2022 – $153 and 2021 – $177)	$	719	$	449
Withdrawals on investment-type policies and contracts through reinsurance agreements (related party: 2022 – $718 and 2021 – $819)	3,944		4,101
Investments received from settlements on reinsurance agreements	20		74


Investments received from pension group annuity premiums	2,510		2,765






Assets contributed to consolidated VIEs	7,845		169
Distributions to parent	2,145		—

1 Includes cash and cash equivalents, restricted cash and cash and cash equivalents of consolidated variable interest entities.

(Concluded)

See accompanying notes to the unaudited condensed consolidated financial statements

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Business, Basis of Presentation and Significant Accounting Policies

Athene Holding Ltd. (AHL), a Bermuda exempted company, together with its subsidiaries (collectively, Athene, we, our, us, or the Company), is a leading financial services company specializing in retirement services that issues, reinsures and acquires retirement savings products in the United States (US) and internationally.

We conduct business primarily through the following consolidated subsidiaries:

•Our non-US reinsurance subsidiaries, to which AHL’s other insurance subsidiaries and third-party ceding companies directly and indirectly reinsure a portion of their liabilities, including Athene Life Re Ltd. (ALRe), a Bermuda exempted company, Athene Annuity Re Ltd. (AARe) and Athene Life Re International Ltd. (ALReI); and

•Athene USA Corporation, an Iowa corporation (together with its subsidiaries, AUSA).

In addition, we consolidate certain variable interest entities (VIEs) for which we have determined we are the primary beneficiary. See Note 5 – Variable Interest Entities for further information on VIEs.

Consolidation and Basis of Presentation—We have prepared the accompanying condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the United States Securities and Exchange Commission’s rules and regulations for Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated financial statements are unaudited and reflect all adjustments, consisting only of normal recurring items, considered necessary for fair statement of the results for the interim periods presented. All intercompany accounts and transactions have been eliminated. Interim operating results are not necessarily indicative of the results expected for the entire year.

For entities that are consolidated, but not wholly owned, we allocate a portion of the income or loss and corresponding equity to the owners other than us. We include the aggregate of the income or loss and corresponding equity that is not owned by us in noncontrolling interests in the condensed consolidated financial statements.

The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements, but does not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The preparation of financial statements requires the use of management estimates. Actual results may differ from estimates used in preparing the condensed consolidated financial statements.

Merger – On January 1, 2022, we completed our merger with Apollo Global Management, Inc. (AGM, and together with its subsidiaries other than us or our subsidiaries, Apollo) and are now a direct wholly owned subsidiary of AGM. We have elected pushdown accounting in which we use AGM’s basis of accounting, which reflects the fair market value of our assets and liabilities at the time of the merger, unless otherwise prescribed by GAAP. Our condensed consolidated financial statements are presented as Predecessor for the periods prior to the merger and Successor for subsequent periods. We, along with certain of our non-US subsidiaries, are Bermuda exempted companies that have historically not been subject to US corporate income taxes on earnings. Due to the merger, our non-US earnings will generally be subject to US corporate income taxes. See Note 2 – Business Combination for further information on the merger.

Segments—We operate our core business strategies out of one reportable segment. As a wholly owned subsidiary of AGM, we no longer report certain other operations in a corporate and other segment.

Significant Accounting Policies

Mortgage loans—Effective January 1, 2022, we elected the fair value option on our mortgage loan portfolio. Interest income is accrued on the principal amount of the loan based on its contractual interest rate. We accrue interest on loans until it is probable we will not receive interest, or the loan is 90 days past due unless guaranteed by US government-sponsored agencies. Interest income and prepayment fees are reported in net investment income on the condensed consolidated statements of income (loss). Changes in the fair value of the mortgage loan portfolio are reported in investment related gains (losses) on the condensed consolidated statements of income (loss).

Derivative Instruments

Embedded Derivatives – We issue and reinsure products, primarily indexed annuity products, or purchase investments that contain embedded derivatives. If we determine the embedded derivative has economic characteristics not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract and accounted for separately, unless the fair value option is elected on the host contract. Under the fair value option, bifurcation of the embedded derivative is not necessary as the entire contract is carried at fair value with all related gains and losses recognized in investment related gains (losses) on the condensed consolidated statements of income (loss). Embedded derivatives are carried on the condensed consolidated balance sheets at fair value in the same line item as the host contract.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Fixed indexed annuity, index-linked variable annuity and indexed universal life insurance contracts allow the policyholder to elect a fixed interest rate return or an equity market component for which interest credited is based on the performance of certain stock market indices. The equity market option is an embedded derivative. The benefit reserve is equal to the sum of the fair value of the embedded derivative and the host (or guaranteed) component of the contracts. The fair value of the embedded derivatives represents the present value of cash flows attributable to the indexed strategies. The embedded derivative cash flows are based on assumptions for future policy growth, which include assumptions for expected index credits on the next policy anniversary date, future equity option costs, volatility, interest rates and policyholder behavior assumptions including lapses and the use of benefit riders. The embedded derivative cash flows are discounted using a rate that reflects our own credit rating. The host contract is established at contract inception as the initial account value less the initial fair value of the embedded derivative and accreted over the policy’s life. Contracts acquired through a business combination which contain an embedded derivative are re-bifurcated as of the acquisition date. Changes in the fair value of embedded derivatives associated with fixed indexed annuities, index-linked variable annuities and indexed universal life insurance contracts are included in interest sensitive contract benefits on the condensed consolidated statements of income (loss).

Additionally, reinsurance agreements written on a funds withheld or modco basis contain embedded derivatives. We have determined that the right to receive or obligation to pay the total return on the assets supporting the funds withheld at interest or funds withheld liability, respectively, represents a total return swap with a floating rate leg. The fair value of embedded derivatives on funds withheld and modco agreements is computed as the unrealized gain (loss) on the underlying assets and is included within funds withheld at interest and funds withheld liability on the condensed consolidated balance sheets for assumed and ceded agreements, respectively. The change in the fair value of the embedded derivatives is recorded in investment related gains (losses) on the condensed consolidated statements of income (loss). Assumed and ceded earnings from funds withheld at interest, funds withheld liability and changes in the fair value of embedded derivatives are reported in operating activities on the condensed consolidated statements of cash flows. Contributions to and withdrawals from funds withheld at interest and funds withheld liability are reported in operating activities on the condensed consolidated statements of cash flows.

Variable Interest Entities—An entity that does not have sufficient equity to finance its activities without additional financial support, or in which the equity investors, as a group, do not have the characteristics typically afforded to common shareholders is a VIE. The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and may require significant judgment. Our investment funds typically qualify as VIEs and are evaluated for consolidation under the VIE model.

We are required to consolidate a VIE if we are the primary beneficiary, defined as the variable interest holder with both the power to direct the activities that most significantly impact the VIE’s economic performance and rights to receive benefits or obligations to absorb losses that could be potentially significant to the VIE. We determine whether we are the primary beneficiary of an entity based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose and our relative exposure to the related risks of the VIE. Since affiliates of AGM, a related party under common control, are the decision makers in certain of the investment funds and securitization vehicles, we and a member of our related party group may together have the characteristics of the primary beneficiary in a VIE. In this situation, we have concluded we must consolidate the VIE when we have significant economic exposure to the entity. We reassess the VIE and primary beneficiary determinations on an ongoing basis.

Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired

Deferred Acquisition Costs and Deferred Sales Inducements – Costs related directly to the successful acquisition of new, or renewal of, insurance or investment contracts are deferred to the extent they are recoverable from future premiums or gross profits. These costs consist of commissions and policy issuance costs, as well as sales inducements credited to policyholder account balances, and are included in deferred acquisition costs (DAC), deferred sales inducements (DSI) and value of business acquired (VOBA) on the condensed consolidated balance sheets. We perform periodic tests, including at issuance, to determine if the deferred costs are recoverable. If we determine that the deferred costs are not recoverable, we record a cumulative charge to the current period.

Deferred costs related to universal life-type policies and investment contracts with significant revenue streams from sources other than investment of the policyholder funds are amortized over the lives of the policies, based upon the proportion of the present value of actual and expected deferred costs to the present value of actual and expected gross profits to be earned over the life of the policies. Gross profits include investment spread margins, surrender charge income, policy administration charges and expenses, changes in the guaranteed lifetime withdrawal benefit (GLWB) and guaranteed minimum death benefit (GMDB) reserves and realized gains and losses on investments. Current period gross profits for fixed indexed annuities also include the change in fair value of both freestanding and embedded derivatives. Estimates of the expected gross profits and margins are based on assumptions using accepted actuarial methods related to policyholder behavior, including lapses and the utilization of benefit riders, mortality, yields on investments supporting the liabilities, future interest credited amounts (including indexed related credited amounts on fixed indexed annuity products), and other policy changes as applicable, and the level of expenses necessary to maintain the policies over their expected lives. Each reporting period, we update estimated gross profits with actual gross profits as part of the amortization process and adjust the DAC and DSI balances due to the other comprehensive income (OCI) effects of unrealized investment gains and losses on AFS securities. We also periodically revise the key assumptions used in the amortization calculation, which results in revisions to the estimated future gross profits. The effects of changes in assumptions are recorded as unlocking in the period in which the changes are made.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Deferred costs related to investment contracts without significant revenue streams from sources other than investment of the policyholder funds are amortized using the effective interest method. The effective interest method amortizes the deferred costs by discounting the future liability cash flows at a break-even rate. The break-even rate is solved for such that the present value of future liability cash flows is equal to the net liability at the inception of the contract.

Value of Business Acquired – We establish VOBA for blocks of insurance contracts acquired through the acquisition of insurance entities and through application of pushdown accounting. We record the fair value of the liabilities assumed in two components: reserves and VOBA. Reserves are established using our best estimate assumptions consistent with our policies for future policy benefits and interest sensitive contract liabilities. VOBA is the difference between the fair value of the liabilities and the reserves. VOBA can be either positive or negative. Any negative VOBA is recorded to the same financial statement line on the condensed consolidated balance sheets as the associated reserves. Positive VOBA is recorded in deferred acquisition costs, deferred sales inducements and value of business acquired on the condensed consolidated balance sheets. We perform periodic tests to determine if the VOBA remains recoverable. If we determine that VOBA is not recoverable, we record a cumulative charge to the current period.

In connection with the application of pushdown accounting, we changed our VOBA amortization method such that all VOBA and negative VOBA balances are amortized in relation to applicable policyholder liabilities. Significant assumptions that impact VOBA and negative VOBA amortization are consistent with those that impact the measurement of policyholder liabilities. See Note 7 – Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired for further information.

Recognition of Revenues and Related Expenses—Revenues for universal life-type policies and investment contracts, including surrender and market value adjustments, costs of insurance, policy administration, GMDB, GLWB and no-lapse guarantee charges, are earned when assessed against policyholder account balances during the period. Interest credited to policyholder account balances and the change in fair value of embedded derivatives within fixed indexed annuity contracts is included in interest sensitive contract benefits on the condensed consolidated statements of income (loss).

Premiums for long-duration contracts, including products with fixed and guaranteed premiums and benefits, are recognized as revenue when due from policyholders. When premiums are due over a significantly shorter period than the period over which benefits are provided, such as immediate annuities with life contingencies (which includes pension group annuities), a deferred profit liability is established equal to the excess of the gross premium over the net premium. The deferred profit liability is recognized in future policy benefits on the condensed consolidated balance sheets and amortized into income in relation to applicable policyholder liabilities through future policy and other policy benefits on the condensed consolidated statements of income (loss).

All insurance related revenue is reported net of reinsurance ceded.

Recently Issued Accounting Pronouncements

Insurance – Targeted Improvements to the Accounting for Long-Duration Contracts (ASU 2020-11, ASU 2019-09, ASU 2018-12)

These updates amend four key areas pertaining to the accounting and disclosures for long-duration insurance and investment contracts.

•The update requires cash flow assumptions used to measure the liability for future policy benefits to be updated at least annually and no longer allows a provision for adverse deviation. The remeasurement of the liability associated with the update of assumptions is required to be recognized in net income. Loss recognition testing is eliminated for traditional and limited-payment contracts. The update also requires the discount rate used in measuring the liability to be an upper-medium grade fixed-income instrument yield, which is to be updated at each reporting date. The change in liability due to changes in the discount rate is to be recognized in other comprehensive income.

•The update simplifies the amortization of deferred acquisition costs and other balances amortized in proportion to premiums, gross profits, or gross margins, requiring such balances to be amortized on a constant level basis over the expected term of the contracts. Deferred costs are required to be written off for unexpected contract terminations but are not subject to impairment testing.

•The update requires certain contract features meeting the definition of market risk benefits to be measured at fair value. Among the features included in this definition are GLWB and GMDB riders attached to our annuity products. The change in fair value of the market risk benefits is to be recognized in net income, excluding the portion attributable to changes in instrument-specific credit risk which is recognized in other comprehensive income.

•The update also introduces disclosure requirements around the liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities, and deferred acquisition costs. This includes disaggregated rollforwards of these balances and information about significant inputs, judgments, assumptions and methods used in their measurement.

We are required to adopt these updates on January 1, 2023. Certain provisions of the update are required to be adopted on a fully retrospective basis, while others may be adopted on a modified retrospective basis. Early adoption is permitted. We do not expect that the adoption of this standard will have a material effect on our shareholders’ equity as of our transition date, which is January 1, 2022. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements for periods subsequent to our transition date.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

2. Business Combination

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

The consideration was calculated based on historical AGM’s December 31, 2021 closing share price multiplied by the AGM common shares issued in the share exchange, as well as the fair value of stock-based compensation awards replaced, fair value of warrants converted to AGM common shares and other equity consideration, and effective settlement of pre-existing relationships and other consideration.

The following represents the calculation of consideration:


(In millions, except exchange ratio and share price data)	Consideration
AHL common shares purchased	138
Exchange ratio	1.149
Shares of common stock issued in exchange	158
AGM Class A shares closing price	$	72.43
Total merger consideration at closing	$	11,455
Fair value of estimated RSUs, options and warrants assumed and other equity consideration	699
Effective settlement of pre-existing relationships	896
Total merger consideration	13,050
Fair value of AHL common shares previously held by Apollo and other adjustments	4,554
Total AHL equity value held by AGM	17,604
Fair value of preferred stock	2,666
Noncontrolling interest	2,276
Total AHL equity value	$	22,546

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following represents the calculation of goodwill and fair value amounts recognized:


(In millions)	Fair value and goodwill calculation
Merger consideration	$	13,050
Fair value of AHL common shares previously held by Apollo and other adjustments	4,554
Total AHL equity value held by AGM	17,604

Assets
Investments	$	175,987
Cash and cash equivalents	9,479
Restricted cash	796
Investment in related parties	33,786

Reinsurance recoverable	4,977
VOBA	4,547
Other assets	5,754
Assets of consolidated variable interest entities	3,635
Estimated fair value of total assets acquired by AGM	238,961
Liabilities
Interest sensitive contract liabilities	160,205
Future policy benefits	47,120
Debt	3,295

Payables for collateral on derivatives and securities to repurchase	7,044
Other liabilities	2,443
Liabilities of consolidated variable interest entities	461
Estimated fair value of total liabilities assumed by AGM	220,568
Identifiable net assets	18,393
Less: Fair value of preferred stock	2,666
Less: Fair value of noncontrolling interests	2,276
Estimated fair value of net assets acquired by AGM, excluding goodwill	13,451
Goodwill attributable to AHL	$	4,153

Included within the above are provisional amounts for (1) VOBA, (2) interest sensitive contract liabilities, (3) future policy benefits, and (4) other assets and other liabilities for the portion of our net assets AGM acquired relating to other identifiable intangible assets and deferred taxes, based on the availability of data as of the date the financial statements were available to be issued. Adjustments to provisional amounts are made prospectively as data becomes available. The income effects from changes to provisional amounts are recorded in the period the adjustment is made, as if the adjustment had been recorded on the merger date. In the second quarter of 2022, measurement period adjustments decreased provisional goodwill by $28 million, primarily relating to a decrease in interest sensitive contract liabilities and future policy benefits. The income statement effects of the measurement period adjustments were immaterial to the prior period. We expect to finalize pushdown accounting as soon as practicable but no later than one year from the merger date.

As part of pushdown accounting, we recorded the calculated goodwill based on the amount that our AHL equity value to be held by AGM exceeded the fair value of identifiable net assets less the amounts attributable to fair values of preferred stock and noncontrolling interests. Goodwill is primarily attributable to the scale, skill sets, operations, and synergies that can be achieved subsequent to the merger. The goodwill recorded is not expected to be deductible for tax purposes. We incurred transaction costs of $70 million associated with the merger which were included in policy and other operating expenses on the consolidated statements of income for the year ended December 31, 2021.

We also recorded VOBA and other identifiable intangible assets. Other identifiable intangible assets are included in other assets on the condensed consolidated balance sheets, as follows:


Distribution channels						These assets are valued using the excess earnings method, which derives value based on the present value of the cash flow attributable to the distribution channels, less returns for contributory assets.
Trade name						This represents the Athene trade name and was valued using the relief-from-royalty method considering publicly available third-party trade name royalty rates as well as expected premiums generated by the use of the trade name over its anticipated life.
Insurance licenses						Licenses are protected through registration and were valued using the market approach based on third-party market transactions from which the prices paid for state insurance licenses could be derived.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The fair value and weighted average estimated useful life of identifiable intangible assets consists of the following:


	Fair value (in millions)		Weighted average useful life (in years)
VOBA	$	4,547	7
Distribution channels	1,870		18
Trade name	160		20
Insurance licenses	26		Indefinite
Total	$	6,603

3. Investments

AFS Securities—Our AFS investment portfolio includes bonds, collateralized loan obligations (CLO), asset-backed securities (ABS), commercial mortgage-backed securities (CMBS), residential mortgage-backed securities (RMBS) and redeemable preferred stock. Our AFS investment portfolio includes related party investments that are primarily comprised of investments over which Apollo can exercise significant influence. These investments are presented as investments in related parties on the condensed consolidated balance sheets, and are separately disclosed below.

The following table represents the amortized cost, allowance for credit losses, gross unrealized gains and losses and fair value of our AFS investments by asset type:


	Successor
	June 30, 2022
(In millions)	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
AFS securities
US government and agencies	$	3,277	$	—	$	1	$	(484)	$	2,794
US state, municipal and political subdivisions	1,209		—		—		(209)		1,000
Foreign governments	1,199		(61)		4		(246)		896
Corporate	67,584		(70)		45		(11,341)		56,218
CLO	14,783		(107)		2		(1,193)		13,485
ABS	10,095		(14)		8		(542)		9,547
CMBS	3,181		(9)		16		(284)		2,904
RMBS	5,879		(348)		3		(367)		5,167
Total AFS securities	107,207		(609)		79		(14,666)		92,011
AFS securities – related party
Corporate	1,043		—		2		(38)		1,007
CLO	2,945		(19)		1		(248)		2,679
ABS	5,441		(1)		1		(172)		5,269
Total AFS securities – related party	9,429		(20)		4		(458)		8,955
Total AFS securities including related party	$	116,636	$	(629)	$	83	$	(15,124)	$	100,966

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Predecessor
	December 31, 2021
(In millions)	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
AFS securities
US government and agencies	$	231	$	—	$	2	$	(10)	$	223
US state, municipal and political subdivisions	1,081		—		134		(2)		1,213
Foreign governments	1,110		—		35		(17)		1,128
Corporate	62,817		—		4,060		(651)		66,226
CLO	13,793		—		44		(185)		13,652
ABS	8,890		(17)		151		(35)		8,989
CMBS	2,764		(3)		56		(59)		2,758
RMBS	5,772		(103)		326		(25)		5,970
Total AFS securities	96,458		(123)		4,808		(984)		100,159
AFS securities – related party
Corporate	842		—		19		(2)		859
CLO	2,573		—		5		(29)		2,549
ABS	6,986		—		61		(53)		6,994
Total AFS securities – related party	10,401		—		85		(84)		10,402
Total AFS securities including related party	$	106,859	$	(123)	$	4,893	$	(1,068)	$	110,561

The amortized cost and fair value of AFS securities, including related party, are shown by contractual maturity below:


	Successor
	June 30, 2022
(In millions)	Amortized Cost		Fair Value
AFS securities
Due in one year or less	$	926	$	916
Due after one year through five years	9,672		8,931
Due after five years through ten years	19,820		17,071
Due after ten years	42,851		33,990
CLO, ABS, CMBS and RMBS	33,938		31,103
Total AFS securities	107,207		92,011
AFS securities – related party
Due in one year or less	1		1
Due after one year through five years	23		22
Due after five years through ten years	777		749
Due after ten years	242		235
CLO and ABS	8,386		7,948
Total AFS securities – related party	9,429		8,955
Total AFS securities including related party	$	116,636	$	100,966

Actual maturities can differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Unrealized Losses on AFS Securities—The following summarizes the fair value and gross unrealized losses for AFS securities, including related party, for which an allowance for credit losses has not been recorded, aggregated by asset type and length of time the fair value has remained below amortized cost:


	Successor
	June 30, 2022
	Less than 12 months				12 months or more				Total
(In millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
AFS securities
US government and agencies	$	2,601	$	(484)	$	—	$	—	$	2,601	$	(484)
US state, municipal and political subdivisions	994		(209)		—		—		994		(209)
Foreign governments	875		(246)		—		—		875		(246)
Corporate	55,289		(11,339)		—		—		55,289		(11,339)
CLO	12,194		(1,134)		—		—		12,194		(1,134)
ABS	5,975		(478)		—		—		5,975		(478)
CMBS	2,373		(274)		—		—		2,373		(274)
RMBS	2,989		(264)		—		—		2,989		(264)
Total AFS securities	83,290		(14,428)		—		—		83,290		(14,428)
AFS securities – related party
Corporate	472		(31)		—		—		472		(31)
CLO	2,405		(233)		—		—		2,405		(233)
ABS	4,841		(160)		—		—		4,841		(160)
Total AFS securities – related party	7,718		(424)		—		—		7,718		(424)
Total AFS securities including related party	$	91,008	$	(14,852)	$	—	$	—	$	91,008	$	(14,852)


	Predecessor
	December 31, 2021
	Less than 12 months				12 months or more				Total
(In millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
AFS securities
US government and agencies	$	164	$	(8)	$	22	$	(2)	$	186	$	(10)
US state, municipal and political subdivisions	122		(2)		1		—		123		(2)
Foreign governments	387		(17)		1		—		388		(17)
Corporate	18,995		(523)		863		(59)		19,858		(582)
CLO	7,685		(124)		1,537		(35)		9,222		(159)
ABS	4,038		(16)		165		(12)		4,203		(28)
CMBS	880		(29)		177		(22)		1,057		(51)
RMBS	437		(9)		274		(5)		711		(14)
Total AFS securities	32,708		(728)		3,040		(135)		35,748		(863)
AFS securities – related party
Corporate	313		(2)		—		—		313		(2)
CLO	1,245		(20)		163		(3)		1,408		(23)
ABS	3,801		(52)		13		(1)		3,814		(53)
Total AFS securities – related party	5,359		(74)		176		(4)		5,535		(78)
Total AFS securities including related party	$	38,067	$	(802)	$	3,216	$	(139)	$	41,283	$	(941)

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following summarizes the number of AFS securities that were in an unrealized loss position, including related party, for which an allowance for credit losses has not been recorded:


	Successor
	June 30, 2022
	Unrealized loss position	Unrealized loss position 12 months or more
AFS securities	8,475	—
AFS securities – related party	140	—

The unrealized losses on AFS securities can primarily be attributed to changes in market interest rates since application of pushdown accounting or acquisition. We did not recognize the unrealized losses in income as we intend to hold these securities and it is not more likely than not we will be required to sell a security before the recovery of its amortized cost.

Allowance for Credit Losses—The following table summarizes the activity in the allowance for credit losses for AFS securities by asset type:


	Successor
	Three months ended June 30, 2022
			Additions				Reductions
(In millions)	Beginning Balance		Initial credit losses		Initial credit losses on PCD securities		Securities sold during the period		Additions (reductions) to previously impaired securities		Ending Balance
AFS securities


Foreign governments	$	66	$	—	$	—	$	—	$	(5)	$	61
Corporate	55		6		—		—		9		70
CLO	18		4		—		—		85		107
ABS	11		4		—		—		(1)		14
CMBS	6		8		—		—		(5)		9
RMBS	312		20		1		(9)		24		348
Total AFS securities	468		42		1		(9)		107		609
AFS securities – related party

CLO	3		—		—		—		16		19
ABS	17		1		—		—		(17)		1
Total AFS securities – related party	20		1		—		—		(1)		20
Total AFS securities including related party	$	488	$	43	$	1	$	(9)	$	106	$	629


	Predecessor
	Three months ended June 30, 2021
			Additions				Reductions
(In millions)	Beginning balance		Initial credit losses		Initial credit losses on PCD securities		Securities sold during the period		Additions (reductions) to previously impaired securities		Ending Balance
AFS securities



Corporate	$	8	$	1	$	—	$	—	$	(4)	$	5
CLO	—		3		—		—		—		3
ABS	11		—		—		—		(1)		10
CMBS	14		—		—		—		(8)		6
RMBS	78		—		4		(3)		4		83
Total AFS securities	111		4		4		(3)		(9)		107


AFS securities – related party, CLO	—		2		—		—		—		2


Total AFS securities including related party	$	111	$	6	$	4	$	(3)	$	(9)	$	109

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Successor
	Six months ended June 30, 2022
			Additions				Reductions
(In millions)	January 1, 2022		Initial credit losses		Initial credit losses on PCD securities		Securities sold during the period		Additions (reductions) to previously impaired securities		Ending Balance
AFS securities


Foreign governments	$	—	$	66	$	—	$	—	$	(5)	$	61
Corporate	—		61		—		—		9		70
CLO	—		22		—		—		85		107
ABS	5		9		—		—		—		14
CMBS	—		14		—		—		(5)		9
RMBS	306		29		1		(17)		29		348
Total AFS securities	311		201		1		(17)		113		609
AFS securities – related party

CLO	—		3		—		—		16		19
ABS	—		18		—		—		(17)		1
Total AFS securities – related party	—		21		—		—		(1)		20
Total AFS securities including related party	$	311	$	222	$	1	$	(17)	$	112	$	629


	Predecessor
	Six months ended June 30, 2021
			Additions				Reductions
(In millions)	Beginning balance		Initial credit losses		Initial credit losses on PCD securities		Securities sold during the period		Additions (reductions) to previously impaired securities		Ending Balance
AFS securities



Corporate	$	6	$	3	$	—	$	(2)	$	(2)	$	5
CLO	1		3		—		—		(1)		3
ABS	6		5		—		—		(1)		10
CMBS	10		2		—		—		(6)		6
RMBS	80		—		6		(6)		3		83
Total AFS securities	103		13		6		(8)		(7)		107


AFS securities – related party, CLO	1		2		—		(1)		—		2


Total AFS securities including related party	$	104	$	15	$	6	$	(9)	$	(7)	$	109

Net Investment Income—Net investment income by asset class, including related party, consists of the following:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
AFS securities	$	932	$	939	$	1,808	$	1,799
Trading securities	49		60		112		123
Equity securities	9		3		24		7
Mortgage loans	297		189		534		367
Investment funds	104		701		408		1,143
Funds withheld at interest	476		172		813		378
Other	48		95		90		159
Investment revenue	1,915		2,159		3,789		3,976
Investment expenses	(189)		(142)		(380)		(290)
Net investment income	$	1,726	$	2,017	$	3,409	$	3,686

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Investment Related Gains (Losses)—Investment related gains (losses) by asset class, including related party, consists of the following:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
AFS securities
Gross realized gains on investment activity	$	217	$	208	$	320	$	281
Gross realized losses on investment activity	(832)		(171)		(1,242)		(314)
Net realized investment gains (losses) on AFS securities	(615)		37		(922)		(33)
Net recognized investment gains (losses) on trading securities	(161)		61		(368)		(8)
Net recognized investment gains (losses) on equity securities	(271)		8		(248)		25
Net recognized investment losses on mortgage loans	(1,099)		—		(1,895)		—
Derivative gains (losses)	(3,932)		2,484		(6,973)		2,046
Provision for credit losses	(172)		2		(364)		60
Other gains	487		—		807		80
Investment related gains (losses)	$	(5,763)	$	2,592	$	(9,963)	$	2,170

Proceeds from sales of AFS securities were $1,614 million and $2,006 million for the three months ended June 30, 2022 and 2021, respectively, and $5,785 million and $2,898 million for the six months ended June 30, 2022 and 2021, respectively.

The following table summarizes the change in unrealized gains (losses) on trading and equity securities, including related party, we held as of the respective period end:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Trading securities	$	(160)	$	66	$	(349)	$	(55)
Trading securities – related party	(3)		(4)		(7)		54
Equity securities	(255)		18		(238)		27
Equity securities – related party	(8)		(5)		(13)		1

Repurchase Agreements—The following table summarizes the maturities of our repurchase agreements:


	Successor
	June 30, 2022
	Remaining Contractual Maturity
(In millions)	Overnight and continuous		Less than 30 days		30-90 days		91 days to 1 year		Greater than 1 year		Total
Payables for repurchase agreements1	$	—	$	—	$	1,680	$	200	$	2,229	$	4,109

1 Included in payables for collateral on derivatives and securities to repurchase on the condensed consolidated balance sheets.


	Predecessor
	December 31, 2021
	Remaining Contractual Maturity
(In millions)	Overnight and continuous		Less than 30 days		30-90 days		91 days to 1 year		Greater than 1 year		Total
Payables for repurchase agreements1	$	—	$	2,512	$	—	$	—	$	598	$	3,110

1 Included in payables for collateral on derivatives and securities to repurchase on the condensed consolidated balance sheets.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the securities pledged as collateral for repurchase agreements:


	Successor				Predecessor
	June 30, 2022				December 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
AFS securities
U.S. government and agencies	$	2,284	$	1,919	$	—	$	—

Foreign governments	140		106		—		—
Corporate	1,746		1,476		2,923		3,208
CLO	271		258		—		—
ABS	470		417		—		—



Total securities pledged under repurchase agreements	$	4,911	$	4,176	$	2,923	$	3,208

Reverse Repurchase Agreements—As of June 30, 2022, amounts loaned under reverse repurchase agreements were $26 million, and collateral received was $616 million.

Mortgage Loans, including related party and VIEs—Mortgage loans includes both commercial and residential loans. In connection with the merger, we elected the fair value option on our mortgage loan portfolio. See Note 6 – Fair Value for further fair value option information. The following represents the mortgage loan portfolio, with fair value option loans presented at unpaid principal balance:


	Successor
(In millions)	June 30, 2022
Commercial mortgage loans	$	19,898
Commercial mortgage loans under development	627
Total commercial mortgage loans	20,525
Mark to fair value	(1,186)
Commercial mortgage loans	19,339
Residential mortgage loans	9,723
Mark to fair value	(436)
Residential mortgage loans	9,287
Mortgage loans	$	28,626

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following represents the mortgage loan portfolio based on amortized cost:


	Predecessor
(In millions)	December 31, 2021
Commercial mortgage loans	$	16,565
Commercial mortgage loans under development	499
Total commercial mortgage loans	17,064
Allowance for credit losses on commercial mortgage loans	(167)
Commercial mortgage loans	16,897
Residential mortgage loans	7,321
Allowance for credit losses on residential mortgage loans	(70)
Residential mortgage loans	7,251
Mortgage loans	$	24,148

We primarily invest in commercial mortgage loans on income producing properties including office and retail buildings, apartments, hotels and industrial properties. We diversify the commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. We evaluate mortgage loans based on relevant current information to confirm if properties are performing at a consistent and acceptable level to secure the related debt.

The distribution of commercial mortgage loans, including those under development, by property type and geographic region, is as follows:


	Successor				Predecessor
	June 30, 2022				December 31, 2021
(In millions, except for percentages)	Net Carrying Value		Percentage of Total		Net Carrying Value		Percentage of Total
Property type
Office building	$	5,148	26.6	%	$	4,870	28.8	%
Retail	1,929		10.0	%	2,022		12.0	%
Apartment	6,068		31.4	%	4,626		27.4	%
Hotels	1,730		8.9	%	1,727		10.2	%
Industrial	2,459		12.7	%	2,336		13.8	%
Other commercial	2,005		10.4	%	1,316		7.8	%
Total commercial mortgage loans	$	19,339	100.0	%	$	16,897	100.0	%

US region
East North Central	$	1,658	8.6	%	$	1,697	10.0	%
East South Central	447		2.3	%	470		2.8	%
Middle Atlantic	4,118		21.3	%	3,637		21.5	%
Mountain	935		4.8	%	460		2.7	%
New England	1,118		5.8	%	453		2.7	%
Pacific	4,060		21.0	%	3,994		23.6	%
South Atlantic	2,886		14.9	%	2,817		16.7	%
West North Central	273		1.4	%	271		1.6	%
West South Central	1,203		6.2	%	997		5.9	%
Total US region	16,698		86.3	%	14,796		87.5	%
International region
United Kingdom	1,703		8.8	%	1,279		7.6	%
Other International1	938		4.9	%	822		4.9	%
Total international region	2,641		13.7	%	2,101		12.5	%
Total commercial mortgage loans	$	19,339	100.0	%	$	16,897	100.0	%

1 Represents all other countries, with each individual country comprising less than 5% of the portfolio.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Our residential mortgage loan portfolio includes first lien residential mortgage loans collateralized by properties in various geographic locations and is summarized by proportion of the portfolio in the following table:


	Successor		Predecessor
	June 30, 2022		December 31, 2021
US states
California	31.6	%	28.4	%
Florida	10.0	%	11.4	%
New Jersey	5.1	%	5.1	%

Other1	39.8	%	43.3	%
Total US residential mortgage loan percentage	86.5	%	88.2	%
International
United Kingdom	5.1	%	3.8	%
Ireland	4.1	%	6.4	%
Other2	4.3	%	1.6	%
Total international residential mortgage loan percentage	13.5	%	11.8	%
Total residential mortgage loan percentage	100.0	%	100.0	%

1 Represents all other states, with each individual state comprising less than 5% of the portfolio.
2 Represents all other countries, with each individual country comprising less than 5% of the portfolio.

Investment Funds—Our investment fund portfolio consists of funds that employ various strategies and include investments in origination platforms, insurance platforms, and equity, hybrid, yield and other funds. Investment funds can meet the definition of VIEs, which are discussed further in Note 5 – Variable Interest Entities. Our investment funds do not specify timing of distributions on the funds’ underlying assets.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following summarizes our investment funds, including related party and consolidated VIEs:


	Successor				Predecessor
	June 30, 2022				December 31, 20211
(In millions, except for percentages)	Carrying value		Percent of total		Carrying value		Percent of total
Investment funds



Equity	$	21	15.8	%	$	410	34.8	%
Hybrid	93		69.9	%	667		56.6	%
Yield	19		14.3	%	99		8.4	%
Other	—		—	%	2		0.2	%
Total investment funds	133		100.0	%	1,178		100.0	%
Investment funds – related parties
Strategic origination platforms	267		17.4	%	1,338		18.1	%
Strategic insurance platforms	1,092		71.0	%	1,440		19.5	%
Apollo and other fund investments
Equity	148		9.6	%	1,199		16.2	%
Hybrid	8		0.5	%	952		12.9	%
Yield	1		0.1	%	305		4.1	%
Other2	22		1.4	%	2,157		29.2	%
Total investment funds – related parties	1,538		100.0	%	7,391		100.0	%
Investment funds owned by consolidated VIEs
Strategic origination platforms	2,883		30.4	%	264		20.3	%
Strategic insurance platforms	554		5.8	%	—		—	%
Apollo and other fund investments
Equity	2,575		27.1	%	229		17.7	%
Hybrid	2,154		22.7	%	56		4.3	%
Yield	1,288		13.6	%	748		57.7	%
Other	40		0.4	%	—		—	%
Total investment funds owned by consolidated VIEs	9,494		100.0	%	1,297		100.0	%
Total investment funds including related party and funds owned by consolidated VIEs	$	11,165			$	9,866

Note: During 2022, we contributed the majority of our investment funds to Apollo Aligned Alternatives, L.P. (AAA), which we consolidate as a VIE. See Note 10 – Related Parties for further information on AAA.
1 Certain reclassifications have been made to conform with current year presentation.
2 Includes our investment in Apollo held as of December 31, 2021.

Non-Consolidated Securities and Investment Funds

Fixed maturity securities – We invest in securitization entities as a debt holder or an investor in the residual interest of the securitization vehicle. These entities are deemed VIEs due to insufficient equity at risk within the structure and lack of control by the equity investors over the activities that significantly impact the economics of the entity. In general, we are a debt investor within these entities and, as such, hold a variable interest; however, due to the debt holders’ lack of ability to control the decisions within the securitization entity that significantly impact the entity, and the fact the debt holders are protected from losses due to the subordination of the equity tranche, the debt holders are not deemed the primary beneficiary. Securitization vehicles in which we hold the residual tranche are not consolidated because we do not unilaterally have substantive rights to remove the general partner, or when assessing related party interests, we are not under common control, as defined by GAAP, with the related party, nor are substantially all of the activities conducted on our behalf; therefore, we are not deemed the primary beneficiary. Debt investments and investments in the residual tranche of securitization entities are considered debt instruments and are held at fair value on the balance sheets and classified as AFS or trading.

Investment funds – Investment funds include non-fixed income, alternative investments in the form of limited partnerships or similar legal structures.

Equity securities – We invest in preferred equity securities issued by entities deemed to be VIEs due to insufficient equity at risk within the structure.

Our risk of loss associated with our non-consolidated investments depends on the investment. Investment funds, equity securities and trading securities are limited to the carrying value plus unfunded commitments. AFS securities are limited to amortized cost plus unfunded commitments.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following summarizes the carrying value and maximum loss exposure of these non-consolidated investments:


	Successor				Predecessor
	June 30, 2022				December 31, 2021
(In millions)	Carrying Value		Maximum Loss Exposure		Carrying Value		Maximum Loss Exposure
Investment funds	$	133	$	217	$	1,178	$	1,792
Investment in related parties – investment funds	1,538		1,776		7,391		10,922
Assets of consolidated VIEs – investment funds	9,494		15,121		1,297		1,647
Investment in fixed maturity securities	31,507		35,103		31,769		31,622
Investment in related parties – fixed maturity securities	8,846		9,313		11,324		12,681
Investment in related parties – equity securities	163		163		284		284

Total non-consolidated investments	$	51,681	$	61,693	$	53,243	$	58,948

Concentrations—The following represents our investment concentrations in excess of 10% of shareholders’ equity:

Successor

Predecessor

(In millions)

June 30, 2022

December 31, 2021

Athene Freedom1

1,323

3,119

Athora1

975

N/A

PK AirFinance1

932

N/A

AP Tundra

918

N/A

SoftBank Vision Fund II

816

N/A

Cayman Universe

794

N/A

AOP Finance

735

N/A

AA Infrastructure

627

N/A

MidCap Financial1

553

N/A

Tiger Global

531

N/A

Bank of America

530

N/A

Venerable1

502

N/A

Morgan Stanley

495

N/A

Towd Point

476

N/A

AA Warehouse

443

N/A

Apollo Rose II (B), L.P.2

437

N/A

AT&T

418

N/A

JP Morgan Chase

406

N/A

FWD Group

400

N/A

HWIRE

397

N/A

Mileage Plus

391

N/A

Comcast

386

N/A

1 Related party amounts are representative of single issuer risk and may only include a portion of the total investments associated with a related party. See further discussion of these related parties in Note 10 – Related Parties.

2 Represents a consolidated VIE investment in which an underlying investment includes a single issuer exceeding concentration threshold.

N/A – Not applicable as investment did not meet single issuer concentration threshold for the period.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

4. Derivative Instruments

We use a variety of derivative instruments to manage risks, primarily equity, interest rate, credit, foreign currency and market volatility. See Note 6 – Fair Value for information about the fair value hierarchy for derivatives.

The following table presents the notional amount and fair value of derivative instruments:


	Successor					Predecessor
	June 30, 2022					December 31, 2021
	Notional Amount	Fair Value				Notional Amount	Fair Value
(In millions)		Assets		Liabilities			Assets		Liabilities
Derivatives designated as hedges
Foreign currency hedges
Swaps	6,617	$	678	$	109	6,371	$	281	$	56
Forwards	5,009	427		3		6,395	189		2
Interest rate swaps	4,468	—		676		2,783	—		173
Forwards on net investments	235	7		—		231	—		4
Interest rate swaps	6,770	28		8		500	—		1
Total derivatives designated as hedges		1,140		796			470		236
Derivatives not designated as hedges
Equity options	60,234	1,076		105		57,890	3,629		115
Futures	21	20		1		33	67		—
Total return swaps	137	—		14		231	10		—
Foreign currency swaps	2,928	149		90		2,592	57		19
Interest rate swaps	461	69		1		483	78		1
Credit default swaps	10	—		1		10	—		3
Foreign currency forwards	11,623	478		215		7,382	76		98
Embedded derivatives
Funds withheld including related party		(5,087)		—			1,360		45
Interest sensitive contract liabilities		—		5,451			—		14,907
Total derivatives not designated as hedges		(3,295)		5,878			5,277		15,188
Total derivatives		$	(2,155)	$	6,674		$	5,747	$	15,424

Derivatives Designated as Hedges

Cash Flow Hedges – We used foreign currency swaps to convert foreign currency denominated cash flows of investments or liabilities to US dollars to reduce cash flow fluctuations due to changes in currency exchange rates. Effective January 1, 2022, our cash flow hedges were redesignated to fair value hedges as they no longer qualified for cash flow hedge accounting. The following is a summary of the gains (losses) related to cash flow hedges:


	Predecessor
(In millions)	Three months ended June 30, 2021		Six months ended June 30, 2021
Foreign currency swaps – Other comprehensive income	$	88	$	57
Foreign currency swaps – Investment related gains (losses)	27		27

There were no amounts deemed ineffective during the three and six months ended June 30, 2021.

Fair Value Hedges – We use foreign currency forward contracts, foreign currency swaps, foreign currency interest rate swaps and interest rate swaps that are designated and accounted for as fair value hedges to hedge certain exposures to foreign currency risk and interest rate risk. The foreign currency forward price is agreed upon at the time of the contract and payment is made at a specified future date.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following represents the carrying amount and the cumulative fair value hedging adjustments included in the hedged assets or liabilities:


	Successor				Predecessor
	June 30, 2022				December 31, 2021
(In millions)	Carrying amount of the hedged assets or liabilities1		Cumulative amount of fair value hedging gains (losses)		Carrying amount of the hedged assets or liabilities1		Cumulative amount of fair value hedging gains (losses)
AFS securities
Foreign currency forwards	$	3,966	$	(354)	$	4,224	$	(136)
Foreign currency swaps	4,524		(441)		—		—
Mortgage loans – Foreign currency forwards	—		—		1,686		(44)
Interest sensitive contract liabilities

Foreign currency swaps	1,067		93		—		—
Foreign currency interest rate swaps	4,348		495		2,773		121
Interest rate swaps	6,770		93		500		—

1 The carrying amount disclosed for AFS securities is amortized cost.

The following is a summary of the gains (losses) related to the derivatives and related hedged items in fair value hedge relationships:


							Amount Excluded
(In millions)	Derivatives		Hedged Items		Net		Recognized in income through amortization approach		Recognized in income through changes in fair value
Three months ended June 30, 2022 (Successor)
Investment related gains (losses)
Foreign currency forwards	$	201	$	(232)	$	(31)	$	16	$	—
Foreign currency swaps	242		(252)		(10)		—		—
Foreign currency interest rate swaps	(335)		298		(37)		—		—
Interest rate swaps	(5)		18		13		—		—
Interest sensitive contract benefits

Foreign currency interest rate swaps	15		(14)		1		—		—

Three months ended June 30, 2021 (Predecessor)
Investment related gains (losses)
Foreign currency forwards	$	(13)	$	29	$	16	$	—	$	—
Foreign currency interest rate swaps	5		(9)		(4)		—		—
Interest sensitive contract benefits
Foreign currency interest rate swaps	5		(4)		1		—		—


							Amount Excluded
(In millions)	Derivatives		Hedged Items		Net		Recognized in income through amortization approach		Recognized in income through changes in fair value
Six months ended June 30, 2022 (Successor)
Investment related gains (losses)
Foreign currency forwards	$	328	$	(358)	$	(30)	$	30	$	1
Foreign currency swaps	333		(347)		(14)		—		—
Foreign currency interest rate swaps	(494)		495		1		—		—
Interest rate swaps	(77)		93		16		—		—
Interest sensitive contract benefits

Foreign currency interest rate swaps	25		(23)		2		—		—

Six months ended June 30, 2021 (Predecessor)
Investment related gains (losses)
Foreign currency forwards	$	205	$	(188)	$	17	$	—	$	—
Foreign currency interest rate swaps	(31)		32		1		—		—
Interest sensitive contract benefits
Foreign currency interest rate swaps	6		(5)		1		—		—

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following is a summary of the gains (losses) excluded from the assessment of hedge effectiveness that were recognized in OCI:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Foreign currency forwards	$	16	$	4	$	(57)	$	4
Foreign currency swaps	65		—		9		—

Net Investment Hedges – We use foreign currency forwards to hedge the foreign currency exchange rate risk of our investments in subsidiaries that have a reporting currency other than the US dollar. We assess hedge effectiveness based on the changes in forward rates. During the three months ended June 30, 2022 and 2021, these derivatives had gains of $23 million and $0 million, respectively. During the six months ended June 30, 2022 and 2021, these derivatives had gains of $25 million and losses of $2 million, respectively. These derivatives are included in foreign currency translation and other adjustments on the condensed consolidated statements of comprehensive income (loss). As of June 30, 2022 and December 31, 2021, the cumulative foreign currency translations recorded in accumulated other comprehensive income (loss) (AOCI) related to these net investment hedges were gains of $25 million and $1 million, respectively. During the three and six months ended June 30, 2022 and 2021, there were no amounts deemed ineffective.

Derivatives Not Designated as Hedges

Equity options – We use equity indexed options to economically hedge fixed indexed annuity products that guarantee the return of principal to the policyholder and credit interest based on a percentage of the gain in a specified market index, primarily the S&P 500. To hedge against adverse changes in equity indices, we enter into contracts to buy equity indexed options. The contracts are net settled in cash based on differentials in the indices at the time of exercise and the strike price.

Futures – Futures contracts are purchased to hedge the growth in interest credited to the customer as a direct result of increases in the related indices. We enter into exchange-traded futures with regulated futures commission clearing brokers who are members of a trading exchange. Under exchange-traded futures contracts, we agree to purchase a specified number of contracts with other parties and to post variation margin on a daily basis in an amount equal to the difference in the daily fair values of those contracts.

Total return swaps – We purchase total rate of return swaps to gain exposure and benefit from a reference asset or index without ownership. Total rate of return swaps are contracts in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of the underlying asset or index, which includes both the income it generates and any capital gains.

Interest rate swaps – We use interest rate swaps to reduce market risks from interest rate changes and to alter interest rate exposure arising from duration mismatches between assets and liabilities. With an interest rate swap, we agree with another party to exchange the difference between fixed-rate and floating-rate interest amounts tied to an agreed-upon notional principal amount at specified intervals.

Credit default swaps – Credit default swaps provide a measure of protection against the default of an issuer or allow us to gain credit exposure to an issuer or traded index. We use credit default swaps coupled with a bond to synthetically create the characteristics of a reference bond. These transactions have a lower cost and are generally more liquid relative to the cash market. We receive a periodic premium for these transactions as compensation for accepting credit risk.

Hedging credit risk involves buying protection for existing credit risk. The exposure resulting from the agreements, which is usually the notional amount, is equal to the maximum proceeds that must be paid by a counterparty for a defaulted security. If a credit event occurs on a reference entity, then a counterparty who sold protection is required to pay the buyer the trade notional amount less any recovery value of the security.

Embedded derivatives – We have embedded derivatives which are required to be separated from their host contracts and reported as derivatives. Host contracts include reinsurance agreements structured on a modified coinsurance (modco) or funds withheld basis and indexed annuity products.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following is a summary of the gains (losses) related to derivatives not designated as hedges:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Equity options	$	(1,571)	$	1,044	$	(2,279)	$	1,546
Futures	(86)		44		(119)		55
Swaps	(74)		5		(11)		36
Foreign currency forwards	362		(19)		517		(50)
Embedded derivatives on funds withheld	(2,682)		1,391		(5,202)		258
Amounts recognized in investment related gains (losses)	(4,051)		2,465		(7,094)		1,845
Embedded derivatives in indexed annuity products1	1,487		(1,183)		2,444		(848)
Total net gains (losses) on derivatives not designated as hedges	$	(2,564)	$	1,282	$	(4,650)	$	997

1 Included in interest sensitive contract benefits on the condensed consolidated statements of income (loss).

Credit Risk—We may be exposed to credit-related losses in the event of counterparty nonperformance on derivative financial instruments. Generally, the current credit exposure of our derivative contracts is the fair value at the reporting date less any collateral received from the counterparty.

We manage credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties. Where possible, we maintain collateral arrangements and use master netting agreements that provide for a single net payment from one counterparty to another at each due date and upon termination. We have also established counterparty exposure limits, where possible, in order to evaluate if there is sufficient collateral to support the net exposure.

Collateral arrangements typically require the posting of collateral in connection with its derivative instruments. Collateral agreements often contain posting thresholds, some of which may vary depending on the posting party’s financial strength ratings. Additionally, a decrease in our financial strength rating to a specified level can result in settlement of the derivative position.

The estimated fair value of our net derivative and other financial assets and liabilities after the application of master netting agreements and collateral were as follows:


			Gross amounts not offset on the condensed consolidated balance sheets
(In millions)	Gross amount recognized1		Financial instruments2		Collateral (received)/pledged		Net amount		Off-balance sheet securities collateral3		Net amount after securities collateral
June 30, 2022 (Successor)
Derivative assets	$	2,932	$	(1,204)	$	(1,904)	$	(176)	$	—	$	(176)
Derivative liabilities	(1,223)		1,204		304		285		—		285

December 31, 2021 (Predecessor)
Derivative assets	$	4,387	$	(430)	$	(3,934)	$	23	$	—	$	23
Derivative liabilities	(472)		430		32		(10)		—		(10)

1 The gross amounts of recognized derivative assets and derivative liabilities are reported on the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, amounts not subject to master netting or similar agreements were immaterial.
2 Represents amounts offsetting derivative assets and derivative liabilities that are subject to an enforceable master netting agreement or similar agreement that are not netted against the gross derivative assets or gross derivative liabilities for presentation on the condensed consolidated balance sheets.
3 For non-cash collateral received, we do not recognize the collateral on our balance sheet unless the obligor (transferor) has defaulted under the terms of the secured contract and is no longer entitled to redeem the pledged asset. Amounts do not include any excess of collateral pledged or received.

5. Variable Interest Entities

As a result of our merger with AGM, we reassessed consolidation conclusions for VIEs. We determined that we are required to consolidate additional Apollo-managed investment funds. Since the criteria for the primary beneficiary are satisfied by our related party group, we are deemed the primary beneficiary. No arrangement exists requiring us to provide additional funding in excess of our committed capital investment, liquidity, or the funding of losses or an increase to our loss exposure in excess of our investment in any of the consolidated VIEs.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following summarizes the income statement activity of the consolidated VIEs:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Mortgage loans	$	23	$	14	$	43	$	28
Investment funds	(6)		7		(9)		28
Other investments	13		—		13		—
Net investment income	$	30	$	21	$	47	$	56

Net recognized investment losses on mortgage loans	$	(47)	$	—	$	(159)	$	—
Provision for credit losses	—		18		—		(48)
Investment funds	48		—		118		—
Other gains (losses)	21		—		21		—
Investment related gains (losses)	$	22	$	18	$	(20)	$	(48)

6. Fair Value

Fair value is the price we would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. We determine fair value based on the following fair value hierarchy:

Level 1 – Unadjusted quoted prices for identical assets or liabilities in an active market.

Level 2 – Quoted prices for inactive markets or valuation techniques that require observable direct or indirect inputs for substantially the full term of the asset or liability. Level 2 inputs include the following:

•Quoted prices for similar assets or liabilities in active markets,

•Observable inputs other than quoted market prices, and

•Observable inputs derived principally from market data through correlation or other means.

Level 3 – Prices or valuation techniques with unobservable inputs significant to the overall fair value estimate. These valuations use critical assumptions not readily available to market participants. Level 3 valuations are based on market standard valuation methodologies, including discounted cash flows, matrix pricing or other similar techniques.

Net Asset Value (NAV) – Investment funds are typically measured using NAV as a practical expedient in determining fair value and are not classified in the fair value hierarchy. Our carrying value reflects our pro rata ownership percentage as indicated by NAV in the investment fund financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles. The underlying investments of the investment funds may have significant unobservable inputs, which may include but are not limited to, comparable multiples and weighted average cost of capital rates applied in valuation models or a discounted cash flow model.

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the instrument’s fair value measurement.

We use a number of valuation sources to determine fair values. Valuation sources can include quoted market prices; third-party commercial pricing services; third-party brokers; industry-standard, vendor modeling software that uses market observable inputs; and other internal modeling techniques based on projected cash flows. We periodically review the assumptions and inputs of third-party commercial pricing services through internal valuation price variance reviews, comparisons to internal pricing models, back testing to recent trades, or monitoring trading volumes.

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following represents the hierarchy for our assets and liabilities measured at fair value on a recurring basis:


	Successor
	June 30, 2022
(In millions)	Total		NAV		Level 1		Level 2		Level 3
Assets
AFS securities
US government and agencies	$	2,794	$	—	$	2,792	$	2	$	—
US state, municipal and political subdivisions	1,000		—		—		1,000		—
Foreign governments	896		—		—		894		2
Corporate	56,218		—		—		54,630		1,588
CLO	13,485		—		—		13,485		—
ABS	9,547		—		—		5,953		3,594
CMBS	2,904		—		—		2,904		—
RMBS	5,167		—		—		5,099		68
Total AFS securities	92,011		—		2,792		83,967		5,252
Trading securities	1,735		—		25		1,652		58
Equity securities	1,108		—		105		941		62
Mortgage loans	25,218		—		—		—		25,218
Investment funds	25		6		—		—		19
Funds withheld at interest – embedded derivative	(3,958)		—		—		—		(3,958)
Derivative assets	2,932		—		20		2,912		—
Short-term investments	238		—		68		112		58
Other investments	142		—		—		142		—
Cash and cash equivalents	11,172		—		11,172		—		—
Restricted cash	753		—		753		—		—
Investments in related parties
AFS securities
Corporate	1,007		—		—		158		849
CLO	2,679		—		—		2,354		325
ABS	5,269		—		—		243		5,026
Total AFS securities – related party	8,955		—		—		2,755		6,200
Trading securities	898		—		—		7		891
Equity securities	163		—		—		—		163
Mortgage loans	1,416		—		—		—		1,416
Investment funds	818		—		—		—		818
Funds withheld at interest – embedded derivative	(1,129)		—		—		—		(1,129)


Reinsurance recoverable	1,580		—		—		—		1,580
Assets of consolidated VIEs
Trading securities	386		—		—		56		330
Mortgage loans	1,626		—		—		—		1,626
Investment funds	9,494		8,153		5		283		1,053
Other investments	31		—		—		—		31
Cash and cash equivalents	198		—		198		—		—
Total assets measured at fair value	$	155,812	$	8,159	$	15,138	$	92,827	$	39,688
Liabilities
Interest sensitive contract liabilities
Embedded derivative	$	5,451	$	—	$	—	$	—	$	5,451
Universal life benefits	943		—		—		—		943
Future policy benefits
AmerUs Life Insurance Company (AmerUs) Closed Block	1,247		—		—		—		1,247
Indianapolis Life Insurance Company (ILICO) Closed Block and life benefits	623		—		—		—		623
Derivative liabilities	1,223		—		(9)		1,231		1

Total liabilities measured at fair value	$	9,487	$	—	$	(9)	$	1,231	$	8,265

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ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Predecessor
	December 31, 2021
(In millions)	Total		NAV		Level 1		Level 2		Level 3
Assets
AFS securities
US government and agencies	$	223	$	—	$	214	$	9	$	—
US state, municipal and political subdivisions	1,213		—		—		1,213		—
Foreign governments	1,128		—		—		1,126		2
Corporate	66,226		—		—		64,887		1,339
CLO	13,652		—		—		13,638		14
ABS	8,989		—		—		5,370		3,619
CMBS	2,758		—		—		2,715		43
RMBS	5,970		—		—		5,970		—
Total AFS securities	100,159		—		214		94,928		5,017
Trading securities	2,056		—		3		1,984		69
Equity securities	1,170		—		86		655		429
Mortgage loans	17		—		—		—		17
Investment funds	183		165		—		—		18
Funds withheld at interest – embedded derivative	782		—		—		—		782
Derivative assets	4,387		—		67		4,320		—
Short-term investments	139		—		49		61		29
Other investments	130		—		—		130		—

Cash and cash equivalents	9,479		—		9,479		—		—
Restricted cash	796		—		796		—		—

Investments in related parties
AFS securities
Corporate	859		—		—		189		670
CLO	2,549		—		—		2,347		202
ABS	6,994		—		—		549		6,445
Total AFS securities – related party	10,402		—		—		3,085		7,317
Trading securities	1,781		—		—		10		1,771
Equity securities	284		—		—		—		284
Investment funds	2,958		103		—		—		2,855
Funds withheld at interest – embedded derivative	578		—		—		—		578

Reinsurance recoverable	1,991		—		—		—		1,991
Assets of consolidated VIEs
Investment funds	1,297		—		—		—		1,297
Cash and cash equivalents	154		—		154		—		—
Total assets measured at fair value	$	138,743	$	268	$	10,848	$	105,173	$	22,454
Liabilities
Interest sensitive contract liabilities
Embedded derivative	$	14,907	$	—	$	—	$	—	$	14,907
Universal life benefits	1,235		—		—		—		1,235
Future policy benefits
AmerUs Closed Block	1,520		—		—		—		1,520
ILICO Closed Block and life benefits	742		—		—		—		742
Derivative liabilities	472		—		—		469		3
Funds withheld liability – embedded derivative	45		—		—		45		—
Total liabilities measured at fair value	$	18,921	$	—	$	—	$	514	$	18,407

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Fair Value Valuation Methods—We used the following valuation methods and assumptions to estimate fair value:

AFS and trading securities – We obtain the fair value for most marketable securities without an active market from several commercial pricing services. These are classified as Level 2 assets. The pricing services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, trading activity, credit quality, issuer spreads, bids, offers and other reference data. This category typically includes US and non-US corporate bonds, US agency and government guaranteed securities, CLO, ABS, CMBS and RMBS.

We also have fixed maturity securities priced based on indicative broker quotes or by employing market accepted valuation models. For certain fixed maturity securities, the valuation model uses significant unobservable inputs and are included in Level 3 in our fair value hierarchy. Significant unobservable inputs used include: discount rates, issue specific credit adjustments, material non-public financial information, estimation of future earnings and cash flows, default rate assumptions, liquidity assumptions and indicative quotes from market makers. These inputs are usually considered unobservable, as not all market participants have access to this data.

We value privately placed fixed maturity securities based on the credit quality and duration of comparable marketable securities, which may be securities of another issuer with similar characteristics. In some instances, we use a matrix-based pricing model. These models consider the current level of risk-free interest rates, corporate spreads, credit quality of the issuer and cash flow characteristics of the security. We also consider additional factors such as net worth of the borrower, value of collateral, capital structure of the borrower, presence of guarantees and our evaluation of the borrower’s ability to compete in its relevant market. Privately placed fixed maturity securities are classified as Level 2 or 3.

Equity securities – Fair values of publicly traded equity securities are based on quoted market prices and classified as Level 1. Other equity securities, typically private equities or equity securities not traded on an exchange, we value based on other sources, such as commercial pricing services or brokers, and are classified as Level 2 or 3.

Mortgage loans – We estimate fair value on a monthly basis using discounted cash flow analysis and rates being offered for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations. The discounted cash flow model uses unobservable inputs, including estimates of discount rates and loan prepayments. Mortgage loans are classified as Level 3.

Investment funds – Certain investment funds for which we elected the fair value option are included in Level 3 and are priced based on market accepted valuation models. The valuation models use significant unobservable inputs, which include material non-public financial information, estimation of future distributable earnings and demographic assumptions. These inputs are usually considered unobservable, as not all market participants have access to this data.

Funds withheld at interest embedded derivative – We estimate the fair value of the embedded derivative based on the change in the fair value of the assets supporting the funds withheld payable under modco and funds withheld reinsurance agreements. As a result, the fair value of the embedded derivative is classified as Level 3 based on the valuation methods used for the assets held supporting the reinsurance agreements.

Derivatives – Derivative contracts can be exchange traded or over-the-counter. Exchange-traded derivatives typically fall within Level 1 of the fair value hierarchy depending on trading activity. Over-the-counter derivatives are valued using valuation models or an income approach using third-party broker valuations. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlation of the inputs. We consider and incorporate counterparty credit risk in the valuation process through counterparty credit rating requirements and monitoring of overall exposure. We also evaluate and include our own nonperformance risk in valuing derivatives. The majority of our derivatives trade in liquid markets; therefore, we can verify model inputs and model selection does not involve significant management judgment. These are typically classified within Level 2 of the fair value hierarchy.

Cash and cash equivalents, including restricted cash – The carrying amount for cash equals fair value. We estimate the fair value for cash equivalents based on quoted market prices. These assets are classified as Level 1.

Interest sensitive contract liabilities embedded derivative – Embedded derivatives related to interest sensitive contract liabilities with fixed indexed annuity products are classified as Level 3. The valuations include significant unobservable inputs associated with economic assumptions and actuarial assumptions for policyholder behavior.

AmerUs Closed Block – We elected the fair value option for the future policy benefits liability in the AmerUs Closed Block. Our valuation technique is to set the fair value of policyholder liabilities equal to the fair value of assets. There is an additional component which captures the fair value of the open block’s obligations to the closed block business. This component is the present value of the projected release of required capital and future earnings before income taxes on required capital supporting the AmerUs Closed Block, discounted at a rate which represents a market participant’s required rate of return, less the initial required capital. Unobservable inputs include estimates for these items. The AmerUs Closed Block policyholder liabilities and any corresponding reinsurance recoverable are classified as Level 3.

ILICO Closed Block – We elected the fair value option for the ILICO Closed Block. Our valuation technique is to set the fair value of policyholder liabilities equal to the fair value of assets. There is an additional component which captures the fair value of the open block’s obligations to the closed block business. This component uses the present value of future cash flows which include commissions, administrative expenses, reinsurance premiums and benefits, and an explicit cost of capital. The discount rate includes a margin to reflect the business and nonperformance risk. Unobservable inputs include estimates for these items. The ILICO Closed Block policyholder liabilities and corresponding reinsurance recoverable are classified as Level 3.

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Universal life liabilities and other life benefits – We elected the fair value option for certain blocks of universal and other life business ceded to Global Atlantic. We use a present value of liability cash flows. Unobservable inputs include estimates of mortality, persistency, expenses, premium payments and a risk margin used in the discount rates that reflects the riskiness of the business. These universal life policyholder liabilities and corresponding reinsurance recoverable are classified as Level 3.

Fair Value Option—The following represents the gains (losses) recorded for instruments for which we have elected the fair value option, including related parties and consolidated VIEs:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Trading securities	$	(161)	$	61	$	(368)	$	(8)
Mortgage loans	(1,149)		—		(2,065)		—
Investment funds	36		495		56		435
Future policy benefits	131		(54)		273		49
Total gains (losses)	$	(1,143)	$	502	$	(2,104)	$	476

Gains and losses on trading securities are recorded in investment related gains (losses) on the condensed consolidated statements of income (loss). For fair value option mortgage loans, we record interest income in net investment income and subsequent changes in fair value in investment related gains (losses) on the condensed consolidated statements of income (loss). Gains and losses related to investment funds, including related party investment funds, are recorded in net investment income on the condensed consolidated statements of income (loss). We record the change in fair value of future policy benefits to future policy and other policy benefits on the condensed consolidated statements of income (loss).

The following summarizes information for fair value option mortgage loans, including related parties and consolidated VIEs:


	Successor		Predecessor
(In millions)	June 30, 2022		December 31, 2021
Unpaid principal balance	$	29,883	$	15
Mark to fair value	(1,623)		2
Fair value	$	28,260	$	17

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following represents our commercial mortgage loan portfolio 90 days or more past due and/or in non-accrual status:


	Successor
(In millions)	June 30, 2022
Unpaid principal balance of commercial mortgage loans 90 days or more past due and/or in non-accrual status	$	127
Mark to fair value of commercial mortgage loans 90 days or more past due and/or in non-accrual status	(46)
Fair value of commercial mortgage loans 90 days or more past due and/or in non-accrual status	$	81

Fair value of commercial mortgage loans 90 days or more past due	$	132
Fair value of commercial mortgage loans in non-accrual status	81

The following represents our residential loan portfolio 90 days or more past due and/or in non-accrual status:


	Successor
(In millions)	June 30, 2022
Unpaid principal balance of residential mortgage loans 90 days or more past due and/or in non-accrual status	$	581
Mark to fair value of residential mortgage loans 90 days or more past due and/or in non-accrual status	(36)
Fair value of residential mortgage loans 90 days or more past due and/or in non-accrual status	$	545

Fair value of residential mortgage loans 90 days or more past due1	$	545
Fair value of residential mortgage loans in non-accrual status	207

1 Includes $338 million of residential mortgage loans that are guaranteed by US government-sponsored agencies.

There were no fair value option mortgage loans 90 days or more past due as of December 31, 2021.

The following is the estimated amount of gains (losses) included in earnings during the period attributable to changes in instrument-specific credit risk on our mortgage loan portfolio:


	Successor		Predecessor		Successor		Predecessor
(In millions)	Three months ended June 30, 2022		Three months ended June 30, 2021		Six months ended June 30, 2022		Six months ended June 30, 2021
Mortgage loans	$	(34)	$	—	$	(52)	$	—

We estimated the portion of gains and losses attributable to changes in instrument-specific credit risk by identifying commercial loans with loan-to-value ratios meeting credit quality criteria, and residential mortgage loans with delinquency status meeting credit quality criteria.

Level 3 Financial Instruments—The following are reconciliations for Level 3 assets and liabilities measured at fair value on a recurring basis. All transfers in and out of Level 3 are based on changes in the availability of pricing sources, as described in the valuation methods above.

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Successor
	Three months ended June 30, 2022
			Total realized and unrealized gains (losses)
(In millions)	Beginning balance		Included in income		Included in OCI		Net purchases, issuances, sales and settlements		Net transfers in (out)		Ending balance		Total gains (losses) included in earnings1		Total gains (losses) included in OCI1
Assets
AFS securities

Foreign governments	$	2	$	—	$	—	$	—	$	—	$	2	$	—	$	—
Corporate	1,499		—		(58)		40		107		1,588		—		(58)
CLO	5		—		(3)		(2)		—		—		—		—
ABS	3,783		2		(65)		148		(274)		3,594		—		(66)
CMBS	10		—		—		—		(10)		—		—		—
RMBS	—		—		—		68		—		68		—		—
Trading securities	90		(1)		—		2		(33)		58		—		—
Equity securities	438		8		—		(3)		(381)		62		8		—
Mortgage loans	23,696		(1,027)		—		2,549		—		25,218		(1,025)		—
Investment funds	19		—		—		—		—		19		—		—
Funds withheld at interest – embedded derivative	(1,882)		(2,076)		—		—		—		(3,958)		—		—
Short-term investments	59		—		(1)		—		—		58		—		—

Investments in related parties
AFS securities
Corporate	761		—		(7)		42		53		849		—		(7)
CLO	332		—		(7)		—		—		325		—		(7)
ABS	4,409		16		(125)		(1,096)		1,822		5,026		—		(126)
Trading securities	252		4		—		(808)		1,443		891		—		—
Equity securities	166		(9)		—		(119)		125		163		—		—
Mortgage loans	1,456		(72)		—		32		—		1,416		(73)		—
Investment funds	814		4		—		—		—		818		28		—
Funds withheld at interest – embedded derivative	(570)		(559)		—		—		—		(1,129)		—		—
Short-term investments	53		—		—		—		(53)		—		—		—
Reinsurance recoverable	1,814		(234)		—		—		—		1,580		—		—
Assets of consolidated VIEs
Trading securities	—		—		—		—		330		330		—		—
Mortgage loans	1,880		(50)		—		(2)		(202)		1,626		(50)		—
Investment funds	10,577		33		—		(77)		(9,480)		1,053		27		—
Other investments	1,902		—		—		31		(1,902)		31		—		—
Total Level 3 assets	$	51,565	$	(3,961)	$	(266)	$	805	$	(8,455)	$	39,688	$	(1,085)	$	(264)

Liabilities
Interest sensitive contract liabilities
Embedded derivative	$	(6,704)	$	1,487	$	—	$	(234)	$	—	$	(5,451)	$	—	$	—
Universal life benefits	(1,096)		153		—		—		—		(943)		—		—
Future policy benefits
AmerUs Closed Block	(1,378)		131		—		—		—		(1,247)		—		—
ILICO Closed Block and life benefits	(704)		81		—		—		—		(623)		—		—
Derivative liabilities	(3)		2		—		—		—		(1)		—		—
Total Level 3 liabilities	$	(9,885)	$	1,854	$	—	$	(234)	$	—	$	(8,265)	$	—	$	—

1 Related to instruments held at end of period.

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Predecessor
	Three months ended June 30, 2021
			Total realized and unrealized gains (losses)
(In millions)	Beginning balance		Included in income		Included in OCI		Net purchases, issuances, sales and settlements		Net transfers in (out)		Ending balance		Total gains (losses) included in earnings1		Total gains (losses) included in OCI1
Assets
AFS securities

Foreign governments	$	2	$	—	$	—	$	—	$	—	$	2	$	—	$	—
Corporate	782		4		6		74		117		983		—		6
CLO	174		—		—		102		—		276		—		—
ABS	1,207		16		(5)		304		(41)		1,481		—		(5)
CMBS	48		1		—		2		—		51		—		1

Trading securities	94		(5)		—		5		5		99		(1)		—
Equity securities	14		8		—		—		—		22		7		—
Mortgage loans	18		—		—		—		—		18		—		—
Investment funds	17		1		—		—		—		18		1		—
Funds withheld at interest – embedded derivative	636		737		—		—		—		1,373		—		—

Investments in related parties
AFS securities
Corporate	201		—		—		—		(201)		—		—		—

ABS	4,131		5		2		99		—		4,237		—		2
Trading securities	1,685		1		—		31		(7)		1,710		—		—
Equity securities	114		(8)		—		9		—		115		(8)		—
Investment funds	1,970		482		—		—		—		2,452		483		—
Funds withheld at interest – embedded derivative	580		172		—		—		—		752		—		—

Reinsurance recoverable	1,880		66		—		—		—		1,946		—		—
Assets of consolidated VIEs


Investment funds	154		13		—		250		—		417		12		—


Total Level 3 assets	$	13,707	$	1,493	$	3	$	876	$	(127)	$	15,952	$	494	$	4
Liabilities
Interest sensitive contract liabilities
Embedded derivative	$	(12,473)	$	(1,183)	$	—	$	21	$	—	$	(13,635)	$	—	$	—
Universal life benefits	(1,108)		(80)		—		—		—		(1,188)		—		—
Future policy benefits
AmerUs Closed Block	(1,497)		(54)		—		—		—		(1,551)		—		—
ILICO Closed Block and life benefits	(757)		14		—		—		—		(743)		—		—
Derivative liabilities	(5)		1		—		—		—		(4)		1		—

Total Level 3 liabilities	$	(15,840)	$	(1,302)	$	—	$	21	$	—	$	(17,121)	$	1	$	—

1 Related to instruments held at end of period.

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Successor
	Six months ended June 30, 2022
			Total realized and unrealized gains (losses)
(In millions)	Balance at January 1, 2022		Included in income		Included in OCI		Net purchases, issuances, sales and settlements		Net transfers in (out)		Ending balance		Total gains (losses) included in earnings1		Total gains (losses) included in OCI1
Assets
AFS securities

Foreign governments	$	2	$	—	$	—	$	—	$	—	$	2	$	—	$	—
Corporate	1,339		(3)		(77)		180		149		1,588		—		(76)
CLO	14		(2)		—		(12)		—		—		—		—
ABS	3,619		7		(95)		—		63		3,594		—		(89)
CMBS	43		—		(17)		—		(26)		—		—		1
RMBS	—		—		—		68		—		68		—		—
Trading securities	69		(6)		—		8		(13)		58		—		—
Equity securities	429		17		—		(3)		(381)		62		16		—
Mortgage loans	21,154		(1,771)		—		5,835		—		25,218		(1,767)		—
Investment funds	18		1		—		—		—		19		1		—
Funds withheld at interest – embedded derivative	—		(3,958)		—		—		—		(3,958)		—		—
Short-term investments	29		—		(1)		30		—		58		—		—
Investments in related parties
AFS securities
Corporate	670		(4)		(6)		136		53		849		—		(6)
CLO	202		—		(7)		130		—		325		—		(7)
ABS	6,445		(1)		(135)		(1,241)		(42)		5,026		—		(138)
Trading securities	1,771		(1)		—		(1,062)		183		891		—		—
Equity securities	284		(14)		—		(119)		12		163		—		—
Mortgage loans	1,369		(124)		—		171		—		1,416		(124)		—
Investment funds	2,855		28		—		(34)		(2,031)		818		28		—
Funds withheld at interest – embedded derivative	—		(1,129)		—		—		—		(1,129)		—		—
Short-term investments	—		—		—		53		(53)		—		—		—
Reinsurance recoverable	1,991		(411)		—		—		—		1,580		—		—
Assets of consolidated VIEs
Trading securities	—		—		—		—		330		330		—		—
Mortgage loans	2,152		(170)		—		(154)		(202)		1,626		(170)		—
Investment funds	1,297		28		—		161		(433)		1,053		28		—
Other investments	—		—		—		31		—		31		—		—
Total Level 3 assets	$	45,752	$	(7,513)	$	(338)	$	4,178	$	(2,391)	$	39,688	$	(1,988)	$	(315)

Liabilities
Interest sensitive contract liabilities
Embedded derivative	$	(7,559)	$	2,444	$	—	$	(336)	$	—	$	(5,451)	$	—	$	—
Universal life benefits	(1,235)		292		—		—		—		(943)		—		—
Future policy benefits
AmerUs Closed Block	(1,520)		273		—		—		—		(1,247)		—		—
ILICO Closed Block and life benefits	(742)		119		—		—		—		(623)		—		—
Derivative liabilities	(3)		2		—		—		—		(1)		—		—
Total Level 3 liabilities	$	(11,059)	$	3,130	$	—	$	(336)	$	—	$	(8,265)	$	—	$	—

1 Related to instruments held at end of period.

Table of Contents

ATHENE HOLDING LTD.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Predecessor
	Six months ended June 30, 2021
			Total realized and unrealized gains (losses)
(In millions)	Beginning balance		Included in income		Included in OCI		Net purchases, issuances, sales and settlements		Net transfers in (out)		Ending balance		Total gains (losses) included in earnings1		Total gains (losses) included in OCI1
Assets
AFS securities
US state, municipal and political subdivisions	$	34	$	—	$	(1)	$	(1)	$	(32)	$	—	$	—	$	(1)
Foreign governments	2		—		—		—		—		2		—		—
Corporate	778		8		21		56		120		983		—		22
CLO	208		—		1		67		—		276		—		1
ABS	800		1		27		743		(90)		1,481		—		35
CMBS	43		—		5		3		—		51		—		4

Trading securities	86		(8)		—		1		20		99		(3)		—
Equity securities	11		11		—		—		—		22		11		—
Mortgage loans	19		—		—		(1)		—		18		—		—
Investment funds	17		1		—		—		—		18		1		—
Funds withheld at interest – embedded derivative	1,944		(571)		—		—		—		1,373		—		—
Short-term investments	2		—		—		—		(2)		—		—		—
Investments in related parties
AFS securities
Corporate	195		—		6		—		(201)		—		—		—

ABS	4,109		—		(25)		214		(61)		4,237		—		(25)
Trading securities	1,525		52		—		162		(29)		1,710		58		—
Equity securities	72		1		—		42		—		115		1		—
Investment funds	2,033		419		—		—		—		2,452		419		—
Funds withheld at interest – embedded derivative	862		(110)		—		—		—		752		—		—

Reinsurance recoverable	2,100		(154)		—		—		—		1,946		—		—



Assets of consolidated VIEs –investment funds	—		15		—		293		109		417		15		—


Total Level 3 assets	$	14,840	$	(335)	$	34	$	1,579	$	(166)	$	15,952	$	502	$	36
Liabilities
Interest sensitive contract liabilities
Embedded derivative	$	(12,873)	$	(848)	$	—	$	86	$	—	$	(13,635)	$	—	$	—
Universal life benefits	(1,308)		120		—		—		—		(1,188)		—		—
Future policy benefits
AmerUs Closed Block	(1,600)		49		—		—		—		(1,551)		—		—
ILICO Closed Block and life benefits	(776)		33		—		—		—		(743)		—		—
Derivative liabilities	(4)		—		—		—		—		(4)		—		—

Total Level 3 liabilities	$	(16,561)	$	(646)	$	—	$	86	$

Form: 10-Q

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