Apollo Global Management (APO) 10-K risk factor changes: FY2023 vs FY2022

*The following risk factors and other information included in this [removed: Annual Report on Form 10-K] [added: report] should be carefully considered.

The occurrence of any of the following risks or of unknown risks and uncertainties may adversely affect our business, financial condition, results of operations and cash [removed: flows.][added: flows.*]

Our businesses are materially affected by conditions in the political environment and financial markets and economic conditions throughout the world, such as changes in interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), governmental policy and regulatory reform, changes in trade policy, tariffs and trade sanctions on goods, trade wars, [removed: the planned discontinuation of LIBOR,] U.S.-China relations, the withdrawal of the U.K. from the EU single market and customs union, imposition or maintenance of trade barriers, labor shortages, [added: the ongoing Russia-Ukraine conflict, the ongoing conflicts in the Middle East,] supply chain disruptions, economic, political, fiscal and/or other developments in or affecting Eurozone countries, commodity prices, currency exchange rates and controls, wars, other national and international political circumstances (including terrorist acts or security operations), natural disasters, climate change, pandemics or other severe public health crises and other events outside of our control.

Both domestic and international markets experienced significant inflationary pressures in fiscal year [removed: 2022] [added: 2023] and inflation rates in the U.S., as well as in other countries in which we operate, [removed: are currently expected to] [added: may] continue at elevated levels for the near term.

[added: Interest rate] increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world.

Interest rate risk poses a significant market risk to us as a result of interest rate-sensitive assets [removed: (e.g.,] [added: (*e.g.*,] fixed income assets) and liabilities [removed: (e.g.,] [added: (*e.g.*,] fixed deferred and immediate annuities) held by us and by the portfolio companies of the funds we manage.

The [removed: Russian invasion of] [added: conflicts between Russia and] Ukraine [removed: has also] [added: and in the Middle East have] increased global economic and political uncertainty.

We are continuing to actively monitor the [removed: situation] [added: situations] in [removed: Russia and] [added: Russia,] Ukraine and [added: Israel and] assess [removed: its] [added: their] impact on our business and the business and operations of the portfolio companies of the funds we manage (particularly the impact on portfolio companies that operate in industries such as chemicals, oil and gas and aviation).

We have no significant exposure to [removed: Russia or] [added: Russia,] Ukraine [added: or Israel] and as such, to date, [removed: the conflict has] [added: these conflicts have] not had a material impact on our business, financial condition or results of operations.

However, it is possible that [removed: the conflict in Ukraine] [added: these conflicts] may escalate or expand, and the scope, extent and duration of the military action, current or future sanctions and resulting market and geopolitical disruptions could be significant.

[removed: The] [added: Any] acceleration of a global energy crisis, including as a result of restrictions on Russia's energy exports [added: or the expansion of the Middle East conflicts,] could similarly have an adverse impact on certain of the geographies where we do business and certain business and operations of the portfolio companies of the funds we manage.

We cannot predict the impact [removed: the conflict] [added: these conflicts] may have on the global economy or our business, financial condition and operations in the future.

[removed: The Russia and Ukraine conflict] [added: These conflicts] may also heighten the impact of other risks described herein.

We are subject to risks associated with [added: pandemics, epidemics, disease outbreaks and other] public health crises, [removed: such as pandemics and epidemics, including the COVID-19 pandemic] which [removed: has caused severe disruptions in the U.S. and global economy and] could [removed: continue to] impact our business, financial condition and results of [removed: operations.][added: operations in the future.]

We are subject to risks associated with [added: pandemics, epidemics, disease outbreaks and other] public health crises, such as [removed: pandemics and epidemics, including] the COVID-19 pandemic.

[removed: The emergence of new variants of the SARS-CoV-2 virus and the extended duration of the COVID-19 pandemic] [added: Such public health crises] could adversely affect our business in a number of ways, including by adversely impacting the valuations of the investments made by our asset management and retirement services businesses, which are generally correlated to the performance of the relevant equity and debt markets; increasing volatility in the financial markets; preventing us from capitalizing on certain market opportunities; causing prolonged asset price inflation and hampering our asset management business’ ability to deploy capital or to deploy capital as profitably; interrupting global or regional supply chains; hurting consumer confidence and economic activity; reducing opportunities for our asset management business to successfully exit existing investments; straining our liquidity, which may impact our credit ratings and limit the availability [removed: of future financing; impairing our asset management business’ equity investments and impacting the ability of the portfolio companies of our asset management business to meet their respective financial obligations and comply with existing covenants; increasing the rate at which policyholders of our insurance products withdraw their policies; and reducing our ability to understand and foresee trends and changes in the markets in which we operate.]

Climate [removed: change] [added: change-related risks] and regulatory and other efforts to [removed: reduce] [added: address] climate change could adversely affect our business.

The transition risks that could impact us and the investments of the funds we manage include those risks related to the impact of U.S. and foreign [removed: climate- and environmental, social and governance (“ESG”)-related] [added: climate-related] legislation and regulation, as well as risks arising from climate-related business trends.

We and the funds we manage have significant concentrations of real estate investments and collateral underlying investments linked to real estate in areas of the United States prone to [removed: catastrophe,] [added: severe weather and climate events,] including California, sections of the northeastern U.S., the South Atlantic states and the Gulf Coast.

[removed: New climate] [added: Climate] change-related regulations or interpretations of existing laws [added: have resulted, and] may [removed: result] [added: continue to result,] in enhanced disclosure obligations that could negatively affect us or the investments of the portfolio companies of the funds we manage and also materially increase our regulatory burden.

Certain fund investors are increasingly taking [added: climate-related risks] into account [removed: ESG factors, including climate risks, in] [added: when] determining whether to invest in the funds we manage.

Our future results will also be significantly dependent on the success of the larger funds we manage [removed: (e.g.,] [added: (*e.g.*,] Fund VIII, Fund IX and Fund X), changes in the value of which may result in fluctuations in our results.

We actively consider the opportunistic expansion of our businesses, both geographically and into new investment [removed: strategies,] [added: strategies] and [added: platforms, and] intend, to the extent that market conditions warrant, to grow our businesses by increasing AUM in existing businesses and expanding into new investment strategies, [added: platforms,] geographic markets, businesses and distribution channels, including the retail channel.

Attempts to expand our businesses involve a number of special risks, including the diversion of management’s attention from our core businesses; the disruption of our ongoing businesses; entry into markets or businesses in which we may have limited or no experience; increasing demands on our operational systems and infrastructure; potential increase in investor concentration; enhanced regulatory scrutiny and greater reputational [removed: and litigation risk; difficulty in combining or integrating operational and management systems; and the broadening of our geographic footprint, increasing the risks associated with conducting operations in foreign jurisdictions (including regulatory, tax, legal and reputational consequences).]

The due diligence investigation that we will carry out may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such investment opportunity, including past or current violations of law and related legal exposure, and we may not identify or foresee future developments that could have a material adverse effect on an investment [removed: (e.g.,] [added: (*e.g.*,] technological disruption across an industry).

[added: engage, or be accused of engaging in illegal or suspicious activities, sexual harassment, racial or gender discrimination, improper use or disclosure of confidential information, fraud, payment or solicitation of bribes, misrepresentation of products] and services or any other type of similar misconduct or violation of other laws and regulations, we could suffer serious harm to our brand, reputation, be subject to penalties or sanctions, face difficulties in raising funds, suffer serious harm to our financial position and current and future business relationships, as well as face potentially significant litigation or investigations.

We rely on the [removed: debt] financing markets for the operation of our business.

We rely on the debt [added: and equity] financing markets for the operation of our business.

To the extent that [added: debt and equity] markets render [removed: debt] financing difficult to obtain, refinance or extend, or more expensive, this may have a material and adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

In the event that funds we manage are unable to obtain committed debt financing for potential investments, including acquisitions, or can only obtain debt at an increased interest rate or otherwise on unfavorable terms, such funds may [added: be forced to find alternative sources of financing (including equity), may] have difficulty completing otherwise profitable investments or may generate profits that are lower than would otherwise be the case, [removed: either] [added: any] of which could lead to a decrease in the investment income earned by us.

Any failure by lenders to provide previously committed financing can also expose us to potential claims by counterparties with which funds we manage have contracted to effectuate an investment transaction [removed: (i.e.,] [added: (*i.e.*,] sellers of businesses that funds we manage may have contracted to purchase).

Additionally, certain of our subsidiaries perform underwriting, syndicating and securities placement services for the funds we manage and their portfolio companies, [removed: as well as] for investments made by our retirement services business and for third parties.

Our ability to maintain or grow these services, and the related fees we earn therefrom, depends on a number of factors, some of which are outside our [removed: control.][added: control, including conditions in the debt or equity markets.]

[removed: Similarly, any] modification of our existing fee arrangements or the fee structures for new funds could adversely affect our results of operations.

Certain investors have placed increasing importance on the impact of investments made by the funds to which they commit capital on [removed: ESG-related] [added: environmental, social and governance-related] issues.

Consequently, [removed: the] [added: certain] investors may decide not to commit capital in fundraises, or to withdraw previously committed capital from the funds we manage, based on their evolving [removed: ESG] priorities.

Certain investors may also condition capital commitments [removed: on ESG and similar matters] in a way that may constrain our capital deployment opportunities, including by limiting investment opportunities in certain sectors, or taking certain actions, or refraining therefrom, that could adversely impact the value of an investment or that could improve the value of an investment.

If regulators disagree with the categorization methodologies we use, or new regulations, legislation, or regulatory guidance require a methodology of measuring or disclosing [removed: ESG impact] [added: sustainability-related information] that is different from our current practice, it could have an adverse effect on fundraising efforts.

Given the increasing scrutiny on [removed: ESG] [added: environmental, social and governance-related] matters as well as the increasing number of regulatory obligations relating to our business, [added: our investors,] the funds we manage, and their investments, there is an increasing risk that we [added: could be perceived as or accused of making inaccurate or misleading statements regarding the investment strategies of the funds we manage, as well as about our, the funds’, and their investments’ performance against sustainability-related measures and/or initiatives.]

- The performance of certain of the portfolio companies of the funds we manage in the leisure and hospitality industry has been negatively impacted by [added: macroeconomic conditions, such as inflation, and geopolitical events, such as] the [added: conflict between Russia and Ukraine and the conflicts in the Middle East, and the] COVID-19 pandemic.

of future financing; impairing our asset management business’ equity investments and impacting the ability of the portfolio companies of our asset management business to meet their respective financial obligations and comply with existing covenants; increasing the rate at which policyholders of our insurance products withdraw their policies; and reducing our ability to understand and foresee trends and changes in the markets in which we operate.

and litigation risk; difficulty in combining or integrating operational and management systems; and the broadening of our geographic footprint, increasing the risks associated with conducting operations in foreign jurisdictions (including regulatory, tax, legal and reputational consequences).

We have increasingly undertaken business initiatives to increase the number and type of products offered to individual investors, which could expose us to new and greater levels of risk.

We have increasingly undertaken business initiatives to increase the number and type of products, including externally managed vehicles, offered to investors, especially individual (non-institutional) investors (including investors often described as high net worth individuals, family offices and mass affluent individuals), in the U.S. and other jurisdictions around the world.

Our investment adviser subsidiaries or affiliates currently externally manage or advise a number of such vehicles, and a number of other vehicles are expected to be launched at various times in the future.

In some cases, the offerings are distributed to such investors indirectly through third-party managed vehicles sponsored by brokerage firms, private banks or other third parties, and in other cases directly to the qualified clients of private banks, independent investment advisors and brokers.

In other cases, we create products specifically designed for direct investment by individual investors in the U.S., some of whom are not accredited investors, or similar investors in non-U.S. jurisdictions, including in Europe and Asia.

Such products are regulated by the SEC in the U.S. and by other similar regulatory bodies in other jurisdictions.

Accessing individual investors and selling products directed at such investors exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement risks.

To the extent we distribute products through new channels, including through unaffiliated third-party firms, we may not be able to effectively monitor or control the manner of their distribution, which could result in litigation or regulatory action against us, including with respect to, among other things, claims that products distributed through such channels are distributed to customers for whom they are unsuitable or that they are distributed in an otherwise inappropriate manner.

Although we seek to ensure through due diligence and onboarding procedures that the third parties through which individual investors access our products conduct themselves responsibly, we are exposed to the risks of reputational damage and legal liability to the extent such third parties improperly sell our products to investors.

Similarly, there is a risk that Apollo employees involved in the direct distribution of our products, or employees who oversee independent advisors, brokerage firms and other third parties around the world involved in distributing our products, do not follow our compliance and supervisory procedures.

In addition, the distribution of products, including through new channels, whether directly or through market intermediaries, could expose us to allegations of improper conduct and/or actions by state and federal regulators in the U.S. and regulators in jurisdictions outside of the U.S. with respect to, among other things, product suitability, investor classification, compliance with securities laws, conflicts of interest and the adequacy of disclosure to customers to whom our products are distributed through those channels.

In addition, many of the products that we make available to individual investors contain terms that permit such investors to request redemption or repurchase of their interests on a periodic basis and, subject to certain limitations, include limits on the aggregate amount of such interests that may be redeemed or repurchased in a given period.

Challenging market or economic conditions and liquidity needs could cause elevated share redemption or repurchase requests from investors in such products.

In

addition, limitations can be placed on the amount of redemptions or repurchases that are fulfilled.

Such limitations are particularly possible in the event redemption or repurchase requests are elevated or investor subscriptions to such products are concurrently at reduced levels.

Such limitations may subject us to reputational harm and may make such vehicles less attractive to individual investors, which could have a material adverse effect on the cash flows of such vehicles.

This may in turn negatively impact the revenues we derive from such vehicles.

As we expand the distribution of products to individual investors outside of the U.S., we are increasingly exposed to risks in non-U.S. jurisdictions.

While many of the risks we face in non-U.S. jurisdictions are similar to those that we face in the distribution of products to individual investors in the U.S., securities laws and other applicable regulatory regimes can be extensive, complex and vary by jurisdiction.

In addition, the distribution of products to individual investors outside of the U.S. may involve complex structures and market practices that vary by local jurisdiction.

As a result, this expansion subjects us to additional complexity, litigation and regulatory risk.

In addition, our initiatives to expand our individual investor base, including outside of the U.S., requires the investment of significant time, effort and resources, including the potential hiring of additional personnel, the implementation of new operational, compliance and other systems and processes and the development or implementation of new technology.

There is no assurance that such efforts will be successful.

If anyone associated or affiliated with us, or the portfolio companies of the funds we manage, were to

While we require our critical third-party suppliers to implement and maintain what we believe to be effective cybersecurity and data protection measures, we cannot guarantee that third parties and infrastructure in our supply chain or our partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support our services.

Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place.

In addition, if one of our third-party suppliers suffers a security breach, which has happened in the past, our response may be limited or more difficult because we may not have direct access to their systems, logs and other information related to the security breach.

As new technologies, including tools that harness generative artificial intelligence and other machine learning techniques, rapidly develop and become accessible, the use of such new technologies by us, our affiliates and our third party service providers will present additional known and unknown risks, including, among others, the risk that confidential information may be stolen, misappropriated or disclosed and the risk that we and/or third party service providers may rely on incorrect, unclear or biased outputs generated by such technologies, any of which could have an adverse impact on us and our business.

In addition, the ability of the funds we manage, particularly private equity funds, to exit investments on favorable terms or at all is heavily dependent on the condition of the equity markets.

Similarly, any

Conversely, so-called “anti-ESG” sentiment has also gained momentum across the U.S., with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions.

For example, boycott bills in certain states target financial institutions that are perceived as “boycotting” or “discriminating against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions.

In addition, certain states now require that relevant state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of environmental, social and governance factors.

If investors subject to such legislation viewed our funds, policies or practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect the price of our common stock.

For example, the NAIC recently adopted changes to certain statements of statutory accounting principles in connection with its principles-based bond project, which are currently scheduled to become effective on January 1, 2025, setting forth the factors to determine whether an investment in asset-backed securities qualifies for reporting on an insurer’s statutory financial statement as a bond on Schedule D-1 as opposed to Schedule BA (other long-term invested assets), the latter of which could result, among other things, in the capital charge treatment of an investment being less favorable.

The NAIC also adopted an interim change to the life RBC formula for year-end 2023 and 2024 reporting to increase the RBC base factor for residual tranches of structured securities, and will further consider whether to increase or decrease the base factor in 2024.

In addition, the NAIC is reviewing changes related to filing exempt status for certain securities, including a proposal that sets forth

As used herein, references to our “asset management business” refer to the historical Apollo business, whereas references to our “retirement services business” refer to the historical Athene business.*

Interest rate

[Table of Content](#i2f61ff38701a40078299033730cac25c_7)[s](#i2f61ff38701a40078299033730cac25c_7)

The COVID-19 pandemic and the responses to the pandemic have adversely impacted global commercial activity and contributed to significant volatility in financial markets.

It is uncertain how long this volatility in the financial markets created by the COVID-19 pandemic will continue.

While many countries around the world have removed or reduced the restrictions taken in response to the COVID-19 pandemic, the emergence of new variants of the SARS-CoV-2 virus may result in new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus.

The effects of the COVID-19 outbreak on the economy and the public have been severe and have exacerbated, and may continue to exacerbate, other pre-existing political, social, economic, market and financial risks.

The scope and duration of any future public health crisis, including the potential emergence of new variants of the SARS-CoV-2 virus, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.

If anyone associated or affiliated with us, or the portfolio companies of the funds we manage, were to engage, or be accused of engaging in illegal or suspicious activities, sexual harassment, racial or gender discrimination, improper use or disclosure of confidential information, fraud, payment or solicitation of bribes, misrepresentation of products

For example, Rule 15c2-11 under the Exchange Act governs the submission of quotes into quotation systems by broker-dealers and has historically been applied to the over-the-counter equity markets.

However, the SEC recently stated that it intends to apply the rule to fixed income markets, potentially restricting the ability of market participants to publish quotations for applicable fixed income securities after January 4, 2025.

For example, in many of the private equity fund investments, indebtedness may constitute 70% or more of a portfolio company’s total debt and equity capitalization.

Changes to the method of determining the LIBOR or the selection of a replacement for LIBOR may affect the value of investments held by or due to us or the funds we manage and could affect our results of operations and financial results.

As a result of the expected discontinuation of certain unsecured benchmark interest rates, including LIBOR and other Interbank Offered Rates (“IBORs”), regulators and market participants in various jurisdictions have been working to identify alternative reference rates that are compliant with the International Organization of Securities Commission’s standards for transaction-based benchmarks.

In the U.S., the Alternative Reference Rates Committee, a group of market and official sector participants, identified the Secured Overnight Financing Rate (“SOFR”) as its recommended alternative benchmark rate.

Other alternative reference rates have been recommended in other jurisdictions.

A large number of IBOR-referenced contracts are held by or due to us or funds we manage.

Furthermore, a significant number of portfolio companies of the funds we manage are borrowers of LIBOR-linked debt obligations, such as LIBOR-based credit agreements and floating rate notes.

Transition from LIBOR to SOFR or to another reference rate may result in an increase or a decrease of the overall borrowing cost for us (including our retirement services business), the funds we manage and their portfolio companies.

Even if the overall borrowing cost decreases, any savings that we or the funds we manage realize from such decrease could be offset partially or entirely by lower overall interest income received from certain assets.

In addition, the

transition from LIBOR to another reference rate could result in financial market disruption and significant increases or volatility in risk-free benchmark rates.

Should such disruption occur, it may adversely affect, among other things, (1) the trading market for LIBOR-based securities, including those held in our investment portfolio and (2) the market for derivative instruments, including those that we use to achieve our hedging objectives.

The most significant LIBOR exposure area for our retirement services business as it relates to legacy contracts is its portfolio of floating rate investments tied to LIBOR.

As a result, the transition from LIBOR could have a direct or indirect adverse effect on our business, results of operations, financial condition, and share price.

could be perceived as or accused of making inaccurate or misleading statements regarding the investment strategies of the funds we manage, as well as about our, the funds’, and their investments’ performance against ESG-related measures and/or ESG initiatives.

- Even though there is uncertainty of the future of IBOR based agreements, a large number of IBOR-referenced contracts are held by or due to us or the funds we manage.

For example, we and the funds we manage have sponsored or otherwise made, and may continue to, sponsor or otherwise make investments in, or facilitate the acquisition of companies by, special purpose acquisition companies (“SPACs”).

We are also likely to continue offering products for retail investors.

or components used in their products, and related price increases.

do.

Two examples include the following: (1) a principles-based bond project is underway, which includes consideration of factors to determine whether an

investment in asset-backed securities qualifies for reporting on an insurer’s statutory financial statement as a bond on Schedule D-1 as opposed to Schedule BA (other long-term invested assets), the latter of which could result, among other things, in the capital charge treatment of the investment being less favorable; and (2) a process to review capital charges on structured securities has commenced as well as the evaluation of private credit rating providers’ rating information and process for privately issued securities purchased by insurers, each of which could increase the level of capital required to be held against these assets.

Further to BMA activities with respect to ECR, BSCR or TCL calculation methodologies, on December 8, 2022, the BMA issued a notice that it intends to make enhancements to Bermuda’s regulatory regime for insurers, and on February 24, 2023, the BMA issued a consultation paper on the enhancements it is considering.

The consultation period is expected to continue for several months and possibly through the end of 2023.

While it is too early to predict the ultimate magnitude of the financial impact for our Bermuda insurance subsidiaries, the enhancements (if enacted as currently proposed) would increase the capital requirements for our Bermuda insurance subsidiaries; however, we would expect the impact to be moderated for several reasons, including the fact that we manage capital sufficiency based upon a number of factors, including our internal modeling and analysis of economic risk, inputs from rating agency capital models and consideration of NAIC RBC capital requirements, in addition to Bermuda capital requirements.

For example, on December 6, 2021, S&P Global Ratings (“S&P”) published a Request for Comment (“RFC”) on its methodology and assumptions for analyzing the risk-based capital adequacy of insurers and reinsurers.

On May 9, 2022, S&P withdrew its proposed approach due to some of the comments and concerns received.

S&P has stated they plan to issue a new RFC once they have finished reviewing the feedback from the initial RFC, likely in the first quarter of 2023.

If we are unable to accomplish such actions, NRSROs may view this as a reason for a ratings downgrade.

The following discussion should be read in conjunction with Apollo Global Management, Inc.’s consolidated financial statements and the related notes as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

As of December 31, [removed: 2022,] [added: 2023,] we had total AUM of [removed: $547.6] [added: $651] billion.

Yield is our largest asset management strategy with [removed: $392.5] [added: $480] billion of AUM as of December 31, [removed: 2022.][added: 2023.]

Since inception, the total return yield fund has generated a [removed: 5%] [added: 6%] gross [removed: Return on Equity (“ROE”)] [added: ROE] and [removed: 4%] [added: a 5%] net ROE annualized through December 31, [removed: 2022.][added: 2023.]

Our hybrid strategy, with [removed: $56.4] [added: $62] billion of AUM as of December 31, [removed: 2022,] [added: 2023,] brings together our capabilities across debt and equity to seek to offer a differentiated risk-adjusted return with an emphasis on structured downside protected opportunities across asset classes.

We target 8% to 15% returns within our hybrid strategy by pursuing investments in all market environments, deploying capital during both periods of dislocation and market strength, and focusing on different investing [added: strategies and asset]

The flagship hybrid credit hedge fund we manage has generated an 11% gross ROE and a 7% net ROE annualized and the hybrid value funds we manage have generated a [removed: 21%] [added: 20%] gross IRR and a [removed: 16%] [added: 15%] net IRR from inception through December 31, [removed: 2022.][added: 2023.]

Our equity strategy manages [removed: $98.8] [added: $108] billion of AUM as of December 31, [removed: 2022.][added: 2023.]

Within our equity strategy, we target [removed: upwards of 15%] returns [added: above 15%] in the funds we manage.

We have consistently produced attractive long-term investment returns in the traditional private equity funds we manage, generating a 39% gross IRR and a 24% net IRR on a compound annual basis from inception through December 31, [removed: 2022.][added: 2023.]

Athene’s primary product line is annuities, which include fixed, payout and group annuities issued in conjunction with pension group annuity [removed: transactions, as well as a newly launched variable annuity product without guarantees.][added: transactions.]

Our asset management business provides a full suite of services for Athene’s investment portfolio, including direct investment management, asset allocation, [removed: merger] [added: mergers] and [removed: acquisition] [added: acquisitions] asset diligence and certain operational support services, including investment compliance, tax, legal and risk management support.

Athene’s investment philosophy is to invest a portion of its assets in securities that earn an incremental yield by taking measured liquidity and complexity risk and [removed: capitalizing] [added: capitalize] on its [removed: long-dated funding] [added: long-dated, persistent liability] profile to prudently achieve higher net investment earned rates, rather than assuming incremental credit risk.

[removed: We expect to] [added: Over time, we may] deploy capital into strategic investments over time that will help accelerate the growth of our Asset Management segment, by broadening our investment management and/or product distribution capabilities or increasing the efficiency of our operations.

We believe these investments [removed: will] [added: may] translate into greater compounded annual growth of Fee Related Earnings.

Given the cyclical nature of performance fees, earnings from our Principal Investing segment, or [removed: Principal Investing Income (“PII”), is] [added: PII, are] inherently more volatile in nature than earnings from the Asset Management and Retirement Services segments.

[removed: ][added: ]

Adverse economic conditions may result from domestic and global economic and political developments, including plateauing or decreasing economic growth and business activity, civil unrest, geopolitical tensions or military action, such as the armed [removed: conflict] [added: conflicts in the Middle East and] between Ukraine and [removed: Russia] [added: Russia,] and corresponding sanctions imposed [added: on Russia] by the United States and other countries, and new or evolving legal and regulatory requirements on business investment, hiring, migration, labor supply and global supply chains.

The U.S. Bureau of Labor Statistics reported that the annual U.S. inflation rate decreased to [removed: 6.5%] [added: 3.4%] as of December 31, [removed: 2022,] [added: 2023,] compared to [removed: 7.0%] [added: 6.5%] as of December 31, [removed: 2021, and 8.2% as of September 30,] 2022, [removed: as] [added: following] action from the U.S. Federal Reserve [removed: is beginning] to temper inflation.

[removed: While beginning to decline, the] [added: The] heightened U.S. inflation rate [removed: remains persistent] [added: persists] due to a combination of supply and demand factors.

Global equity markets [removed: decreased] [added: increased] similarly in [removed: 2022,] [added: 2023,] with the MSCI All Country World ex USA Index [removed: decreasing 13.8%,] [added: increasing by 18.6%,] following [removed: an increase] [added: a decrease] of [removed: 13.2%] [added: 13.8%] in [removed: 2021.][added: 2022.]

Conditions in the credit markets [added: also] have a significant impact on our business.

Credit markets were [removed: negative] [added: positive] in [removed: 2022,] [added: 2023,] with the BofAML HY Master II Index [removed: decreasing] [added: increasing] by [removed: 11.2%,] [added: 13.5%,] while the S&P/LSTA Leveraged Loan Index [removed: decreased] [added: increased] by [removed: 0.6%.][added: 13.1%.]

The U.S. [added: 2-year and] 10-year Treasury yield [removed: ended the year at 3.9%.][added: curves remain inverted.]

In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of [removed: 2.1%] [added: 2.5%] in [removed: 2022,] [added: 2023,] following an increase of [removed: 5.9%] [added: 1.9%] in [removed: 2021.][added: 2022.]

As of January [removed: 2023,] [added: 2024,] the International Monetary Fund estimated that the U.S. economy will expand by [removed: 1.4%] [added: 2.1%] in [removed: 2023] [added: 2024] and [removed: 1.0%] [added: 1.7%] in [removed: 2024.][added: 2025.]

The U.S. Bureau of Labor Statistics reported that the U.S. unemployment rate [removed: decreased] [added: increased] to [added: 3.7% as of December 31, 2023, compared to] 3.5% as of December 31, 2022.

Foreign exchange rates can materially impact the valuations of our investments and those of the funds we manage [removed: as well as Athene’s liabilities] that are denominated in currencies other than the U.S. dollar.

Relative to the U.S. dollar, the euro [removed: depreciated 5.9% during 2022,] [added: appreciated 3.1% in 2023,] after depreciating [removed: 6.9%] [added: 5.9%] in [removed: 2021,] [added: 2022,] while the British pound [removed: depreciated 10.7%] [added: appreciated 5.4%] during [removed: 2022,] [added: 2023,] after depreciating [removed: 1.0%] [added: 10.7%] in [removed: 2021.][added: 2022.]

As of December 31, [removed: 2022,] [added: 2023,] the funds we manage have no investments that would cause Apollo or any Apollo managed fund to be in violation of current international sanctions, and we believe the direct exposure of investment portfolios of the funds we manage to Russia and Ukraine is insignificant.

Institutional investors continue to allocate capital towards alternative investment managers [removed: for] [added: in search of] more attractive [removed: risk-adjusted returns in a low interest rate environment,] [added: returns,] and we believe the business environment remains generally accommodative to raise larger successor funds, launch new products, and pursue attractive strategic growth opportunities.

If prevailing interest rates were to rise, we believe the yield on Athene’s new investment purchases may also rise and [removed: Athene’s] [added: its] investment income from floating rate investments would increase, while the value of [removed: Athene’s] [added: its] existing investments may decline.

If prevailing interest rates were to decline significantly, the yield on Athene’s new investment purchases may decline and [removed: Athene’s] [added: its] investment income from floating rate investments would decrease, while the value of [removed: Athene’s] [added: its] existing investments may increase.

As part of its investment strategy, Athene purchases floating rate investments, which are expected to perform well in a rising interest rate [removed: environment, as was experienced in 2022,] [added: environment] and are expected to underperform in a declining rate environment.

[removed: As of December 31, 2022, Athene’s net invested asset portfolio included $39.3 billion of floating rate] investments, or 20% of its net invested [removed: assets] [added: assets,] and its net reserve liabilities included [removed: $14.2] [added: $17.7] billion of floating rate liabilities at notional, or [removed: 7%] [added: 8%] of its net invested assets, resulting in [removed: $25.1] [added: $24.8] billion of net floating rate assets, or [removed: 13%] [added: 12%] of its net invested assets.

If prevailing interest rates were to decline, it is likely that Athene’s products would be less attractive to consumers and [removed: Athene’s] [added: its] sales would likely decrease.

In periods of prolonged low interest rates, the net investment spread may be negatively impacted by reduced investment income to the extent that Athene is unable to adequately reduce policyholder [added: crediting rates due to policyholder guarantees in the form of minimum crediting rates or otherwise due to market conditions.]

A significant majority of Athene’s deferred annuity products have crediting rates that it may reset annually upon [removed: renewal] [added: renewal,] following the expiration of the current guaranteed period.

Quantitative and Qualitative Disclosures About Market Risk,” which includes a discussion regarding interest rate and other significant risks and [removed: Athene’s] [added: our] strategies for managing these risks.

The following discussion of financial measures under U.S. GAAP is based on Apollo’s asset management business as of December 31, [removed: 2022.][added: 2023.]

As of December 31, 2023, Apollo had a team of 4,879 employees, including 1,976 employees of Athene.

classes.

To enhance this alignment, we have increased the proportion of performance fee income we pay to our employees over the last few years.

The global financial system experienced increased volatility in 2023 due to the failure of certain financial institutions, primarily U.S. regional banks.

The current macroeconomic environment, recent bank failures and consolidations, changes in business and consumer behavior and other events affecting financial institutions, have also contributed to volatility in the commercial real estate market, and concerns regarding commercial real estate liquidity, financing availability and asset values, particularly in the office subsector.

The potential impacts of rising interest rates and continued deposit outflows on global markets, financial institutions and macroeconomic conditions, generally, remain uncertain.

Episodes of increased economic and market volatility may continue to occur and could worsen if there are additional instances of actual or threatened bank failures.

For further information on the risks related to market or economic conditions and commercial real estate, see the section entitled “Item 1A.

Risk Factors” in this report.

U.S. inflation eased but remained modestly elevated in 2023 as the U.S. Federal Reserve continued its interest rate hiking cycle, given the Consumer Price Index (“CPI”) persisted above the 2% target.

The U.S. Federal Reserve finished the year with a benchmark interest rate target range of 5.25% to 5.50%, unchanged from its July 2023 meeting.

Equity market performance rallied in 2023.

In the U.S., the S&P 500 Index increased by 24.2% in 2023, following a decrease of 19.4% in 2022.

Volatility in the bond market remained, however credit-sensitive debt and high yield bonds performed well in 2023.

The U.S. dollar weakened in 2023 compared to the euro and the British pound.

Oil finished 2023 down 10.7% from 2022, after spiking in October in the wake of geopolitical risks.

Rates decreased during the fourth quarter of 2023, but ended the year flat, with the U.S. 10-year Treasury yield at 3.88% at the end of the year.

Despite the magnitude of the inversion having decreased recently, recessionary concerns remain.

As of December 31, 2023, Athene’s net invested asset portfolio included $42.5 billion of floating rate

Risk

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

marks are applied on an individual investor basis.

| AIOF I and II | | | $ | 18.4 | | | | | $ | 62.9 | | | | | $ | 81.3 | | | | | $ | — | | | | | $ | 48.4 | |

| ANRP I, II and III | | | 46.9 | | | | | | 161.0 | | | | | | 207.9 | | | | | | 46.7 | | | | | | 48.6 | | |

| EPF Funds | | | 14.9 | | | | | | 528.6 | | | | | | 543.5 | | | | | | 107.7 | | | | | | 138.5 | | |

| Fund IX | | | 1,714.4 | | | | | | 877.9 | | | | | | 2,592.3 | | | | | | — | | | | | | 2,231.1 | | |

| Fund VIII | | | 110.7 | | | | | | 1,779.1 | | | | | | 1,889.8 | | | | | | — | | | | | | 1,268.5 | | |

| Fund VII | | | 26.7 | | | | | | 3,243.8 | | | | | | 3,270.5 | | | | | | — | | | | | | 0.4 | | |

| Fund VI | | | 22.5 | | | | | | 1,663.9 | | | | | | 1,686.4 | | | | | | — | | | | | | — | | |

| Fund IV and Fund V | | | — | | | | | | 2,022.6 | | | | | | 2,022.6 | | | | | | 1.1 | | | | | | — | | |

| HVF I | | | 44.9 | | | | | | 242.8 | | | | | | 287.7 | | | | | | — | | | | | | 163.3 | | |

| Real Estate Equity | | | 71.0 | | | | | | 77.1 | | | | | | 148.1 | | | | | | 12.5 | | | | | | 78.5 | | |

| Corporate Credit | | | 60.4 | | | | | | 929.3 | | | | | | 989.7 | | | | | | — | | | | | | 42.9 | | |

| Structured Finance and ABS | | | 129.7 | | | | | | 52.3 | | | | | | 182.0 | | | | | | — | | | | | | 91.0 | | |

| Direct Origination | | | 51.2 | | | | | | 128.1 | | | | | | 179.3 | | | | | | — | | | | | | 28.3 | | |

| Other5 | | | 612.8 | | | | | | 1,757.1 | | | | | | 2,369.9 | | | | | | 6.0 | | | | | | 755.5 | | |

| Total | | | $ | 3,072.3 | | | | | $ | 13,550.7 | | | | | $ | 16,623.0 | | | | | $ | 174.0 | | | | | $ | 5,042.8 | |

Liabilities for immediate annuities without

Certain contracts are offered with additional contract features that meet the definition of a market risk benefit.

See “—Market risk benefits remeasurement (gains) losses” below for further information.

As of December 31, 2022, Apollo had a team of 2,540 employees and Athene had 1,718 employees.

[Table of](#i2f61ff38701a40078299033730cac25c_7) [Contents](#i2f61ff38701a40078299033730cac25c_7)

strategies and asset classes.

We expect to increase the proportion of performance fee income we pay to our employees over time, and as such proportion increases, we expect PII to represent a relatively smaller portion of our total company earnings.

U.S. inflation remained heightened during the fourth quarter of 2022, and the U.S. Federal Reserve continued its interest rate hiking cycle as a result.

As a result, in December 2022, the Federal Reserve raised the benchmark interest rate to a target range of 4.25% to 4.50%, up from a target range of 0% to 0.25% in 2021, which marked the seventh consecutive interest rate hike in 2022.

In the U.S., the S&P 500 Index decreased by 19.4% in 2022, following an increase of 26.9% in 2021.

The U.S. dollar weakened in the fourth quarter of 2022 compared to the euro and the British pound as global central banks worked to combat the increasing yield disparity.

Oil moves also moderated, ending 2022 up 6.7%, after appreciating by 55.0% during 2021, amid a volatile year which included recession fears that counteracted constrained supply and oil export disruptions driven by the ongoing conflict between Ukraine and Russia.

Rates moved meaningfully higher than most predictions for 2022, and this trend continued in the fourth quarter with the U.S. 10-year Treasury reaching levels as high as 4.25% during the quarter.

Given the Federal Reserve’s continued focus on curbing inflation and recessionary concerns, it is difficult to predict the level of interest rates and the shape of the yield curve.

crediting rates due to policyholder guarantees in the form of minimum crediting rates or otherwise due to market conditions.

hurdle rate.

as due to the general partner at the final distribution.

| AIOF I and II | | | $ | 10.7 | | | | | $ | 58.4 | | | | | $ | 69.1 | | | | | $ | — | | | | | $ | 38.3 | |

| ANRP I, II and III | | | 33.5 | | | | | | 159.1 | | | | | | 192.6 | | | | | | 21.5 | | | | | | 48.6 | | |

| EPF Funds | | | 71.4 | | | | | | 484.7 | | | | | | 556.1 | | | | | | 41.4 | | | | | | 321.2 | | |

| Fund IX | | | 1,261.8 | | | | | | 589.5 | | | | | | 1,851.3 | | | | | | — | | | | | | 1,640.6 | | |

| Fund VIII | | | 369.2 | | | | | | 1,660.8 | | | | | | 2,030.0 | | | | | | — | | | | | | 1,425.0 | | |

| Fund VII | | | 39.8 | | | | | | 3,225.7 | | | | | | 3,265.5 | | | | | | — | | | | | | 14.6 | | |

| Fund VI | | | 17.7 | | | | | | 1,663.9 | | | | | | 1,681.6 | | | | | | — | | | | | | — | | |

| Fund IV and Fund V | | | — | | | | | | 2,053.1 | | | | | | 2,053.1 | | | | | | 31.4 | | | | | | — | | |

| HVF I | | | 43.8 | | | | | | 201.4 | | | | | | 245.2 | | | | | | — | | | | | | 142.5 | | |

| Real Estate Equity | | | 62.8 | | | | | | 75.3 | | | | | | 138.1 | | | | | | — | | | | | | 77.5 | | |

| Corporate Credit | | | 19.4 | | | | | | 926.2 | | | | | | 945.6 | | | | | | — | | | | | | 10.0 | | |

| Structured Finance and ABS | | | 85.5 | | | | | | 52.2 | | | | | | 137.7 | | | | | | — | | | | | | 61.7 | | |

| Direct Origination | | | 145.5 | | | | | | 73.3 | | | | | | 218.8 | | | | | | — | | | | | | 134.2 | | |

| Other5 | | | 382.9 | | | | | | 1,692.6 | | | | | | 2,075.5 | | | | | | 12.2 | | | | | | 563.6 | | |

| Total | | | $ | 2,682.1 | | | | | $ | 12,940.4 | | | | | $ | 15,622.5 | | | | | $ | 106.5 | | | | | $ | 4,615.9 | |

Certain of

| | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,199 | | | | | | — | | | | | | 8,199 | | | | | | NM | | | | | | — | | | | | | — | | | | | | — | | | | | | NM | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,731 | | | | | | — | | | | | | 14,731 | | | | | | NM | | | | | | — | | | | | | — | | | | | | — | | | | | | NM | | |

| Total Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,480 | | | | | | 4,113 | | | | | | 13,367 | | | | | | 325.0 | | | | | | 4,113 | | | | | | 1,579 | | | | | | 2,534 | | | | | | 160.5 | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,746) | | | | | | 4,267 | | | | | | (9,013) | | | | | | NM | | | | | | 4,267 | | | | | | 467 | | | | | | 3,800 | | | | | | NM | | |

Revenues were $2.8 billion in 2022, a decrease of $3.2 billion from $6.0 billion in 2021 primarily due to lower investment income (loss) and, to a lesser extent, a decrease in management fees.

Investment income (loss) decreased $2.9 billion in 2022 to $796 million compared to $3.7 billion in 2021.

The decrease in investment income (loss) of $2.9 billion in 2022 was primarily driven by decreases in performance allocations.

Significant drivers for performance allocations in 2021 were performance allocations earned from Fund IX, Fund VIII and Fund VII of $1.2 billion, $650 million and $232 million, respectively, primarily as a result of fund appreciation and realization activity.

Significant drivers for performance allocations in 2022 were performance allocations primarily earned from Fund IX of $711 million, partially offset by performance allocation losses from Fund VIII of $349 million, as a result of continued equity market volatility in 2022.

Management fees decreased by $418 million to $1.5 billion in 2022 from $1.9 billion in 2021.

Our retirement services business is exposed to market risk through its investment portfolio, its counterparty [removed: exposures,] [added: exposures] and its hedging and reinsurance activities.

Athene’s primary market risk exposures are to credit risk, interest rate risk, equity price [removed: risk, currency] risk and inflation risk.

[removed: Each fund runs its own investment] [added: Investment] and risk management [removed: process] [added: processes are tailored to each respective investment portfolio] subject to our overall risk tolerance and philosophy:

- With respect to the yield and hybrid funds we manage, we continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or [removed: portfolios, as well as, fund-wide risks.][added: portfolios.]

- The investment process of the equity [removed: funds,] [added: funds] we manage involves a detailed analysis of potential acquisitions, [removed: and] [added: with] investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.

The [removed: Apollo] [added: AAM] Global Risk Committee (“AGRC”) is tasked with assisting AAM in monitoring and managing enterprise risk for the asset management business.

[Table [removed: of](#i2f61ff38701a40078299033730cac25c_7) [Contents](#i2f61ff38701a40078299033730cac25c_7)][added: of](#i0acdc05f068249c4bc23cfbdfe6eaa16_400) [Contents](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)]

Businesses and investment professionals are responsible for all the risk taken on and managed in their business areas and risk management groups [removed: are accountable for providing] [added: provide] an objective challenge to, and oversight of, the business’ risk management.

Risk management [removed: groups, such as the market risk group and credit risk team,] [added: groups] of the Company’s asset management business provide summary analysis of fund level market and credit risk to the portfolio managers of the funds managed by Apollo and the heads of the various business units.

In addition, the business and risk leaders of the Company’s asset management business review specific investments from the perspective of risk mitigation and [removed: discusses] [added: discuss] such analysis with the AGRC or other members of senior management when needed.

The risk management function at Athene strives to maximize the value of its existing business platform to the Company’s [removed: shareholders,] [added: stockholders,] preserve the ability to realize business and market opportunities under stressed market [removed: conditions,] [added: conditions] and [removed: to] withstand the impact of severely adverse events.

Governance committees are established at three levels: the AHL board of directors, AHL [removed: management,] [added: management] and subsidiary management.

AHL utilizes a host of assessment tools to monitor and assess its risk profile, results of which are shared with senior management periodically at management level committees, such as the [removed: management] risk committee [removed: (“MRC”)] [added: (“RC”)] and the [removed: management] investment and asset liability committee [removed: (“MIALC”),] [added: (“IALC”),] and with the AHL board of directors quarterly.

Market risk is inherent in each of the investments of the funds we manage, including equity investments, loans, short-term borrowings, long-term debt, hedging instruments, credit default swaps and [added: other] derivatives.

Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest, currency exchange rates and credit spreads, equity [removed: prices,] [added: prices or] changes in the implied volatility of interest [removed: rates and price deterioration.][added: rates.]

These instruments include, but are not limited to, loans, borrowings, investments in interest bearing securities and [added: derivative instruments.]

As of December 31, [removed: 2022,] [added: 2023,] we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

A dedicated set of AHL risk managers monitor the asset risks to ensure that such risks are consistent with Athene’s risk appetite, standards for committing [removed: capital,] [added: capital] and overall strategic objectives.

Derivative counterparty risk is managed by trading on a collateralized basis with counterparties under International Swaps and Derivatives Association documents with a credit support annex having [removed: low or] zero-dollar collateral thresholds.

For example, Athene has reinsured much of the mortality risk it would otherwise have accumulated through its various [removed: acquisitions,] [added: acquisitions and block reinsurance transactions,] allowing it to focus on its core annuity business.

Depending upon the materiality of the risk and [removed: an] [added: Athene’s] assessment of how [removed: Athene] [added: it] would perform across a spectrum of interest rate environments, [removed: it] [added: Athene] may seek to mitigate interest rate risk using on-balance-sheet strategies (portfolio management) or off-balance-sheet strategies (derivative hedges such as interest rate swaps and futures).

Athene monitors ALM metrics (such as key-rate durations and convexity) and employs quarterly cash flow testing requirements across all of its insurance companies to [removed: assure the asset and liability portfolios are managed to maintain net interest rate exposures at levels that are consistent with its risk appetite.]

Risk management personnel and the [removed: MRC] [added: RC] and/or [removed: MIALC] [added: IALC] (together, [added: “AHL] management [removed: committees)] [added: committees”)] are notified in the event that risk tolerance levels are exceeded.

Depending on the specific risk threshold that is exceeded, the appropriate [added: AHL] management committee then makes a decision as to what actions, if any, should be undertaken.

Active portfolio management is performed by our asset management business, with direction from the [added: AHL] management committees.

ALM risk is also managed by the [added: AHL] management committees.

The [added: AHL] management committees strive to improve returns to [removed: shareholders] [added: stockholders] and protect policyholders, while dynamically managing the risk within Athene’s expectations.

Unique policy-level liability options are matched with static OTC options and residual risk arising from [removed: policyholder] [added: (1) policy holder] behavior and other trading constraints (for example minimum trade size) [added: and (2) the decision by the organization to enhance the value of the product offerings by dynamically managing a small portion of the exposure on custom indices,] are managed dynamically by decomposing the risk of the portfolio (asset and liability positions) into market risk measures which are managed to pre-established risk limits.

Alternative investments are comprised of several categories, including at the most liquid end of the spectrum “liquid strategies”, (which is mostly exposure to publicly traded equities), followed by [removed: “differentiated investments”,] “yield”, “equity” and “hybrid” strategies.

Since alternative investments are marked-to-market on the [removed: balance sheet,] [added: consolidated statements of financial condition,] risk analyses focus on potential changes in market value across a variety of market stresses.

It attempts to hedge completely the currency risk arising [removed: in] [added: on] its [removed: investment portfolio, funding agreements or indexed annuity liabilities.][added: balance sheet.]

In the recession scenario, Athene calibrates recessionary shocks to several key risk factors (including but not limited to default rates, recoveries, credit spreads and U.S. Treasury yields) using data from the 1991, [removed: 2001,] [added: 2001] and 2008 recessions, and [removed: estimate] [added: estimates] impacts to the various sectors in its portfolio.

In the event that interest rates were to increase by one percentage point, we estimate that management fees earned that were dependent upon estimated fair value would decrease by approximately [removed: $9] [added: $21] million and [removed: $41] [added: $18] million during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

In the event that credit spreads were to increase by one percentage point, we estimate that management fees earned that were dependent upon estimated fair value would decrease by approximately [removed: $18] [added: $22] million and [removed: $51] [added: $22] million during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We estimate for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in the following declines in management fees and investment income (loss):

| *(In millions)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Management fees | | | $ | [removed: 21] [added: 24] | | | | | $ | [removed: 20] [added: 21] | |

| Investment income (loss) | | | [removed: 9] [added: 1] | | | [added: 1] | | | [removed: 19] [added: 9] | | |

Net Gains from Investment Activities and [removed: Principal] Investment Income

Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting [removed: Policies—Investments,] [added: Estimates and Policies—Asset Management—Investments,] at Fair Value” for details related to the valuation methods that are used and the key assumptions and estimates employed by such methods.

assure the asset and liability portfolios are managed to maintain net interest rate exposures at levels that are consistent with its risk appetite.

| 1 We estimate a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in increases in performance fees, included within investment income (loss), during the year ended December 31, 2023. As a result, such increases are not included within the decline in investment income (loss). | | | | | | | | | | | |

Investment Income (Loss) and Net Gains from Investment Activities

This is calculated without regard to future changes to assumptions.

With the implementation of LDTI in accounting for long-duration insurance and investment contracts, changes in the fair value of market risk benefits due to current period movement in the interest rate curve used to discount the reserve are reflected in net income (loss) but excluded from spread related earnings.

However, changes in interest rates that impact the cost of the projected

GLWB and GMDB rider benefits, included within Athene’s market risk benefit reserve, are amortized within cost of funds in spread related earnings over the life of the business.

Assuming a parallel increase in interest rates of 25 basis points, the estimated impact to spread related earnings over a 12-month period related to market risk benefits would be an increase of approximately $20 – $40 million, and a parallel decrease in interest rates of 25 basis points would generally result in a similar decrease.

This is calculated without regard to future changes to assumptions.

The increase in sensitivity to point-in-time pre-tax income from changes in the fair value of these financial instruments as of December 31, 2023, when compared to December 31, 2022, is primarily driven by equity market performance during the year, which has resulted in more equity exposure to public equity market price declines.

derivative instruments.

| | | | | | | | | | | | |

Investment Income (Loss)

The net change in fair value for these financial instruments would directly impact the current period gross profits and assessments used in the calculations of DAC and DSI amortization and changes to rider reserves, resulting in an offsetting increase to Athene’s pre-tax income of $23 million.

This is driven by a change in investment income from floating rate assets and liabilities, offset by DAC and DSI amortization and rider reserve change, all calculated without regard to future changes to assumptions.

of credit losses, would generally be realized only if Athene were required to sell such securities at losses to meet liquidity needs.

The net change in fair value for these financial instruments would directly impact the current period gross profits and assessments used in the calculations of DAC and DSI amortization and changes in rider reserves, resulting in an offsetting increase to its pre-tax income of $20 million.

The decline in the DAC, DSI and VOBA amortization as of December 31, 2022, when compared to that as of December 31, 2021, is driven by the decline in the market value of the equity options.

| | | | [Regulatory and Compliance [removed: Matters](#i2f61ff38701a40078299033730cac25c_1008)] [added: Matters](#i0acdc05f068249c4bc23cfbdfe6eaa16_382)] | | | | | | [removed: [23](#i2f61ff38701a40078299033730cac25c_1008)] [added: [26](#i0acdc05f068249c4bc23cfbdfe6eaa16_382)] | | |

As of December 31, [removed: 2022,] [added: 2023,] we had total AUM of [removed: $547.6] [added: $650.8] billion.

Our Asset Management segment had a team of [removed: 2,540] [added: 2,903] employees as of December 31, [removed: 2022,] [added: 2023,] with offices throughout the world.

Yield is our largest asset management strategy with [removed: $392.5] [added: $480.5] billion of AUM as of December 31, [removed: 2022.][added: 2023.]

Since inception, the total return yield fund has generated a [removed: 5%] [added: 6%] gross Return on Equity (“ROE”) and [removed: 4%] [added: 5%] net ROE annualized through December 31, [removed: 2022.][added: 2023.]

- *Corporate Fixed Income* [removed: ($100.9] [added: ($116.4] billion of AUM), which generally includes investment grade corporate bonds, emerging markets investments and investment grade private placement investments;

- *Corporate Credit* [removed: ($76.7] [added: ($87.1] billion of AUM), which includes performing credit investments, including income-oriented, senior loan and bond investments involving issuers primarily domiciled in the U.S. and in Europe as well as investment grade asset-backed securities;

- *Structured Credit* [removed: ($78.5] [added: ($95.7] billion of AUM), which includes corporate structured and asset-backed securities as well as consumer and residential real estate credit investments;

- *Real Estate Debt* [removed: ($38.9] [added: ($44.6] billion of AUM), including debt investments across a broad spectrum of property types and at various points within a property’s capital structure, including first mortgage and mezzanine financing and preferred equity; and

- *Direct Origination* [removed: ($35.5] [added: ($41.4] billion of AUM), which includes originations (both directly with sponsors and through banks) and investments in loans primarily related to middle market lending and aviation finance.

Our hybrid strategy, with [removed: $56.4] [added: $62.5] billion of AUM as of December 31, [removed: 2022,] [added: 2023,] brings together our capabilities across debt and equity to seek to offer a differentiated risk-adjusted return with an emphasis on structured downside protected opportunities across asset classes.

The flagship hybrid credit hedge fund we manage has generated an 11% gross ROE and a 7% net ROE annualized and the hybrid value funds we manage have generated a [removed: 21%] [added: 20%] gross IRR and a [removed: 16%] [added: 15%] net IRR from inception through December 31, [removed: 2022.][added: 2023.]

- *Accord and Credit Strategies* [removed: ($10.8] [added: ($11.7] billion of AUM), which refers to the investment strategy of certain funds managed by Apollo that invest opportunistically in both the primary and secondary markets in order to seek to capitalize on both near- and longer-term relative value across market cycles.

- *Hybrid Value* [removed: ($10.3] [added: ($10.4] billion of AUM), which refers to the investment strategy of certain funds managed by Apollo that focus on providing companies with, among other things, rescue financing or customized capital solutions, including senior secured and unsecured debt or preferred equity securities, often with equity-linked or equity-like upside, as well as structured equity investments.

- *Infrastructure Equity* [removed: ($5.4] [added: ($6.2] billion of AUM), which refers to the investment strategy of certain funds managed by Apollo that focus on investing in a broad range of infrastructure assets, including communications, midstream energy, power and renewables, and transportation related assets.

- *Hybrid Real Estate* [removed: ($5.1] [added: ($6.0] billion of AUM), which includes our real estate income focused strategies, including core, core plus and net lease investments.

Our equity strategy represents [removed: $98.8] [added: $107.9] billion of AUM as of December 31, [removed: 2022.][added: 2023.]

Within our equity strategy, we target [removed: upwards of 15%] returns [added: above 15%] in the funds we manage.

We have consistently produced attractive long-term investment returns in the traditional private equity funds we manage, generating a 39% gross IRR and a 24% net IRR on a compound annual basis from inception through December 31, [removed: 2022.][added: 2023.]

- *Flagship Private Equity* [removed: ($69.1] [added: ($76.7] billion of AUM)*,* which refers to our investment strategy focused on creating investment opportunities with attractive risk-adjusted returns across industries and geographies and throughout market cycles, utilizing our value-oriented investment approach.

- *European Principal Finance (“EPF”)* [removed: ($8.0] [added: ($8.1] billion of AUM), which refers to our investment strategy focused on European commercial and residential real estate, performing loans, non-performing loans, and unsecured consumer loans, as well as acquiring assets as a result of distressed market situations.

- *Real Estate Equity* [removed: ($5.6] [added: ($5.9] billion of AUM), which refers to our value add and opportunistic investment strategies that target investments in real estate and real estate-related assets, portfolios and platforms located across various real estate asset classes in regionally focused private funds in both the United States and Asia.

Included within our investing strategies above is [removed: $321.4] [added: $378.3] billion of perpetual capital, out of the [removed: $547.6] [added: $650.8] billion of AUM as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] perpetual capital includes, without limitation, certain assets in our yield strategy, including assets relating to publicly traded and non-traded vehicles, certain origination platform assets and assets managed for certain of our retirement services clients.

Apollo’s asset management business, through its consolidated subsidiary, ISG, provides a full suite of services for Athene’s investment portfolio, including direct investment management, asset allocation, [removed: merger] [added: mergers] and [removed: acquisition] [added: acquisitions] asset diligence, and certain operational support services, including investment compliance, tax, legal and risk management support.

December 31, [removed: 2022,] [added: 2023,] Apollo managed or advised [removed: $236.0] [added: $278.3] billion of AUM, of which [removed: $234.8] [added: $277.5] billion was Fee-Generating AUM, in accounts owned by or related to Athene (“Athene Accounts”).

As of December 31, [removed: 2022,] [added: 2023,] Apollo, through its subsidiaries, managed or advised [removed: $52.6] [added: $49.9] billion of AUM and [removed: $49.8] [added: $48.0] billion of Fee-Generating AUM in Athora Accounts.

See note [removed: 17] [added: 19] to our consolidated financial statements for details regarding the fee arrangements between the Company and Athora.

We refer to these assets collectively as “Athora Non-Sub-Advised Assets.” Our AUM within the Athora Non-Sub-Advised category totaled [removed: $35.8] [added: $28.8] billion as of December 31, [removed: 2022,] [added: 2023,] of which [removed: $32.9] [added: $26.9] billion was Fee-Generating AUM.

Within the asset management business, our fundraising strategy consists of [removed: the] yield, hybrid, and equity strategies.

The processes by which [removed: our] [added: the] funds [added: we manage] receive and invest capital vary by investing strategy and type of fund.

[removed: The general partner’s capital] commitment is determined through negotiation with the fund’s underlying investor base, and commitments are generally available for approximately six years.

Ownership interests in equity funds [removed: and] are not subject to redemption prior to termination of the funds.

Our established group purchasing program helps the funds' portfolio companies leverage the combined corporate [added: spending among Apollo and portfolio companies of the funds it manages in order to seek to reduce costs, optimize payment terms and improve service levels for all program participants.]

As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of December 31, [removed: 2022] [added: 2023] of [removed: $0.6 billion.][added: $627 million.]

Athene is led by a highly skilled management team with extensive industry experience and [removed: is based in Bermuda with] [added: has] its [removed: U.S. subsidiaries’] [added: corporate] headquarters located in [added: West Des Moines,] Iowa.

Our asset management business provides a full suite of services for Athene’s investment portfolio, including direct investment management, asset allocation, [removed: merger] [added: mergers] and [removed: acquisition] [added: acquisitions] asset diligence and certain operational support services, including investment compliance, tax, legal and risk management support.

As of December 31, [removed: 2022,] [added: 2023,] Athene had [removed: 1,718] [added: 1,976] employees.

Athene’s investment philosophy is to invest a portion of its assets in securities that earn an incremental yield by taking measured liquidity and complexity risk and [removed: capitalizing] [added: capitalize] on its [removed: long-dated funding] [added: long-dated, persistent liability] profile to prudently achieve higher net investment earned rates, rather than assuming incremental credit risk.

[removed: Because Athene maintains discipline in] underwriting attractively priced liabilities, it has the ability to invest in a broad range of high-quality assets to generate attractive earnings.

| | | | [Overview](#i0acdc05f068249c4bc23cfbdfe6eaa16_325) | | | | | | [13](#i0acdc05f068249c4bc23cfbdfe6eaa16_325) | | |

| | | | [Our Businesses](#i0acdc05f068249c4bc23cfbdfe6eaa16_328) | | | | | | [13](#i0acdc05f068249c4bc23cfbdfe6eaa16_328) | | |

| | | | [Asset Management](#i0acdc05f068249c4bc23cfbdfe6eaa16_331) | | | | | | [13](#i0acdc05f068249c4bc23cfbdfe6eaa16_331) | | |

| | | | [Retirement Services](#i0acdc05f068249c4bc23cfbdfe6eaa16_352) | | | | | | [17](#i0acdc05f068249c4bc23cfbdfe6eaa16_352) | | |

| | | | [Principal Investing](#i0acdc05f068249c4bc23cfbdfe6eaa16_370) | | | | | | [23](#i0acdc05f068249c4bc23cfbdfe6eaa16_370) | | |

| | | | [Competition](#i0acdc05f068249c4bc23cfbdfe6eaa16_373) | | | | | | [23](#i0acdc05f068249c4bc23cfbdfe6eaa16_373) | | |

| | | | [Human Capital](#i0acdc05f068249c4bc23cfbdfe6eaa16_376) | | | | | | [24](#i0acdc05f068249c4bc23cfbdfe6eaa16_376) | | |

| | | | [Sustainability and Corporate Responsibility](#i0acdc05f068249c4bc23cfbdfe6eaa16_379) | | | | | | [25](#i0acdc05f068249c4bc23cfbdfe6eaa16_379) | | |

| | | | [Available Information](#i0acdc05f068249c4bc23cfbdfe6eaa16_385) | | | | | | [32](#i0acdc05f068249c4bc23cfbdfe6eaa16_385) | | |

Capital Solutions

Our capital solutions business focuses on (i) sourcing investment opportunities for asset management clients and their respective portfolio investments, (ii) maintaining relationships with the capital markets community in an effort to help clients and their respective portfolio investments to raise debt and equity capital and optimize capital structures through creative financing solutions, and (iii) structuring capital solutions in an effort to enhance our ability to syndicate, place or otherwise transfer loans, securities and other financial instruments arising from financings in an effort to drive positive outcomes for our asset management clients and their respective portfolio investments.

Our capital solutions business also provides a variety of services with respect to both security and non-security financial instruments, including loans, such as originating, arranging, structuring, and syndicating loans and private debt, as well as providing advisory services and other similar services.

Fund X held its final close with approximately $20 billion in commitments, having concluded the fundraise within its twelve-month fundraising period.

We received strong support from both new and existing investors, with significant commitments from investors new to the Apollo platform as well as existing investors who meaningfully renewed their commitments.

Fund X benefits from a diverse and prominent group of limited partners, including public and private pension funds, sovereign wealth funds, endowments and foundations, private wealth platforms, family offices, high net worth individuals, and other institutional investors.

The general partner’s capital

Because Athene maintains discipline in

protection typically provided in the form of either a “buffer” or a “floor” to limit the policyholder’s exposure to market loss.

*Private Placement Variable Annuities (“PPVA”).* PPVAs are not registered with the SEC and currently are only offered by private placement to purchasers meeting both the requirements as a qualified purchaser and an accredited investor under applicable federal securities laws.

Variable annuities allow policyholders to participate directly in the investment experience of the underlying investment vehicles offered through the product.

In a variable annuity, the policyholder assumes the full investment risk of the investment options chosen.

The product allows the policyholder to allocate their money to a variety of variable separate account divisions that invest in a suite of underlying investment options and the potential to accumulate cash value on a tax-deferred basis.

Athene’s PPVA product provides access to a suite of Apollo managed funds and other product offerings with no surrender charges and no guaranteed lifetime withdrawal benefit or guaranteed death benefit features.

Athene generates income on its PPVA product by collecting a management fee that is a function of the policyholder’s account value.

aggregate payments that exceed Athene’s expectations.

*Life and Other*

Life and other products include life insurance policies assumed through reinsurance transactions, other retail products, including legacy run-off or ceded business, and statutory closed blocks.

Funding agreements are comprised of funding agreements issued under Athene’s FABN and FABR programs, funding agreements issued to the Federal Home Loan Bank (“FHLB”) and long-term repurchase agreements.

As Athene continues to expand to new markets and geographies, it has been disciplined in only retaining liabilities that are core to its strategy and competitive advantages.

This can be accomplished through structural solutions, including mortality and longevity reinsurance.

As of December 31, 2023, Athene estimates that it had approximately $8.0 billion in capital available to deploy, consisting of approximately $2.6 billion in excess equity capital, $3.8 billion in

During the commitment period, ACRA 1 participated in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP I’s proportionate economic interests in ACRA 1.

The commitment period for ACRA 1 expired in August 2023.

To further support its growth and capital deployment opportunities following the deployment of capital by ACRA 1, Athene funded ACRA 2 in December 2022 as another long-duration, on-demand capital vehicle.

Effective July 1, 2023, ALRe sold 50% of its non-voting, economic interests in ACRA 2 to ADIP II for $640 million, while maintaining all of ACRA 2’s voting interests.

Effective December 31, 2023, ACRA 2 repurchased a portion of its shares held by ALRe, which increased ADIP II’s ownership of economic interests in ACRA 2 to 60%, with ALRe owning the remaining 40% of economic interests.

Reinsurance

*Third-Party Ceded Reinsurance*

In addition, from time to time, Athene may opportunistically cede certain of its business from its U.S. insurance subsidiaries, or Bermuda reinsurance subsidiaries, to third party reinsurers, to generate capital and/or limit exposure to certain risks.

profitability improvements in certain organic channels through lower funding costs.

| | | | [Overview](#i2f61ff38701a40078299033730cac25c_885) | | | | | | [11](#i2f61ff38701a40078299033730cac25c_885) | | |

| | | | [Our Businesses](#i2f61ff38701a40078299033730cac25c_931) | | | | | | [11](#i2f61ff38701a40078299033730cac25c_931) | | |

| | | | [Asset Management](#i2f61ff38701a40078299033730cac25c_938) | | | | | | [11](#i2f61ff38701a40078299033730cac25c_938) | | |

| | | | [Retirement Services](#i2f61ff38701a40078299033730cac25c_957) | | | | | | [15](#i2f61ff38701a40078299033730cac25c_957) | | |

| | | | [Principal Investing](#i2f61ff38701a40078299033730cac25c_1054) | | | | | | [20](#i2f61ff38701a40078299033730cac25c_1054) | | |

| | | | [Competition](#i2f61ff38701a40078299033730cac25c_978) | | | | | | [20](#i2f61ff38701a40078299033730cac25c_978) | | |

| | | | [Human Capital](#i2f61ff38701a40078299033730cac25c_1649267442749) | | | | | | [21](#i2f61ff38701a40078299033730cac25c_1649267442749) | | |

| | | | [Environmental, Social and Governance](#i2f61ff38701a40078299033730cac25c_1091) | | | | | | [22](#i2f61ff38701a40078299033730cac25c_1091) | | |

| | | | [Available Information](#i2f61ff38701a40078299033730cac25c_1017) | | | | | | [29](#i2f61ff38701a40078299033730cac25c_1017) | | |

[Table of Content](#i2f61ff38701a40078299033730cac25c_7)[s](#i2f61ff38701a40078299033730cac25c_7)

During the fundraising effort for Fund IX, investors representing over 85% of Fund VIII’s third party capital committed to Fund IX.

The single largest unaffiliated investor in Fund IX represents 4% of Fund IX’s total fund size.

spending among Apollo and portfolio companies of the funds it manages in order to seek to reduce costs, optimize payment terms and improve service levels for all program participants.

Unlike acquisitions in

To achieve financial strength ratings aspirations in the

We expect to increase the proportion of performance fee income we pay to our employees over time, and as such proportion increases, we expect PII to represent a relatively smaller portion of our total earnings.

We face competition both in the pursuit of outside investors for the funds we manage and in such funds acquiring investments in attractive portfolio companies and making other fund investments.

- investment performance;

Athene faces competition in the FIA market from traditional insurance carriers such as Allianz Life Insurance Company of North America (“Allianz”) and Corebridge Financial (formerly AIG Life & Retirement).

ALRe’s competition includes other insurance and reinsurance companies, such as Resolution Life Group Holdings LP and Global Atlantic Financial Group Limited (together with its subsidiaries, Global Atlantic).

We believe that investing in opportunities, communities and our people helps us to achieve exceptional outcomes for our shareholders and fund investors and a positive social impact.

Diversity, Equity, and Inclusion

At Apollo, we feel strongly that building a diverse and inclusive workforce is a strategic imperative.

We are approaching our diversity, equity and inclusion strategy through the positioning of our “expanding opportunity” initiative.

In collaboration with our employees, we are seeking to empower our entire organization to expand opportunity for underrepresented groups in the work we do, every day.

To grow a more diverse workforce, we have established arrangements with several organizations to identify diverse talent.

We are also committed to development of our existing talent through various opportunities including internal mobility, leadership development programs, and our employee affinity networks.

Across the organization, from our team dedicated to citizenship initiatives to our employee affinity networks, we are committed to advancing a shared goal of building a more inclusive, modern high-performance culture.

A central component of our value proposition is engaging our people at all levels as leaders in building our culture and engaging in our communities.

Environmental, Social and Governance

We understand the potential financial, social and operational benefits of implementing ESG factors into our investment processes and have invested across industries aligned with the United Nation’s Sustainable Development Goals, including healthcare, education, and energy transition.

For more than 14 years, Apollo’s ESG program has committed extensive resources, time, and capital to incorporate ESG factors into our investment analysis and investment decision-making, consistent with fiduciary obligations to deliver superior risk-adjusted returns for investors.

In 2022, as part of Apollo’s effort to create an industry-leading corporate governance model, AGM’s board of directors established a sustainability and corporate responsibility committee of the board of directors.

This committee assists the board of directors in overseeing AGM’s corporate responsibility and sustainability matters, including environmental sustainability and climate change, human rights, social impact, employee health and safety, and diversity, equity and inclusion.

Apollo also took several steps in 2022 to support climate-related financial transparency and strengthen our internal capabilities.

All of our SEC-registered investment advisers are subject to the requirements and regulations of the Investment Advisers Act.

Broker-dealers are subject to regulations that cover

Within the United States, laws and regulations that we are subject to generally require each insurance company subsidiary to register with the insurance department in its domiciliary state and to furnish financial and other information about the operations of companies within its holding company system.

influence over the management of the registered insurer or its parent company by virtue of its shareholding or its entitlement to exercise, or control the exercise of, the voting power at any shareholders’ meeting.

On December 8, 2022, the BMA issued a notice that it intends to make enhancements to Bermuda’s regulatory regime for insurers, and on February 24, 2023, the BMA issued a consultation paper on the enhancements it is considering.

See a summary of the Company’s legal proceedings set forth in note [removed: 18] [added: 20] to our consolidated financial statements, which is incorporated by reference herein.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022] [added: 2023] OR

APOLLO GLOBAL MANAGEMENT, [removed: INC.][added: INC.]

Yes x No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No x

The aggregate market value of the common stock of the [removed: Registrant] [added: registrant] held by non-affiliates as of June 30, [removed: 2022] [added: 2023] was approximately [removed: $20,894,310,263.][added: $30,663,494,049.]

As of February [removed: 24, 2023,] [added: 23, 2024,] there were [removed: 570,652,389] [added: 568,161,277] shares of the [removed: Registrant’s] [added: registrant’s] common stock outstanding.

| Item 1A. | | | [Risk [removed: Factors](#i2f61ff38701a40078299033730cac25c_196)] [added: Factors](#i0acdc05f068249c4bc23cfbdfe6eaa16_394)] | | | [removed: [29](#i2f61ff38701a40078299033730cac25c_196)] [added: [33](#i0acdc05f068249c4bc23cfbdfe6eaa16_394)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2f61ff38701a40078299033730cac25c_1649267442195)] [added: Comments](#i0acdc05f068249c4bc23cfbdfe6eaa16_388)] | | | [removed: [54](#i2f61ff38701a40078299033730cac25c_1649267442195)] [added: [59](#i0acdc05f068249c4bc23cfbdfe6eaa16_388)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2f61ff38701a40078299033730cac25c_193)] [added: Proceedings](#i0acdc05f068249c4bc23cfbdfe6eaa16_286)] | | | [removed: [55](#i2f61ff38701a40078299033730cac25c_193)] [added: [62](#i0acdc05f068249c4bc23cfbdfe6eaa16_286)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2f61ff38701a40078299033730cac25c_205)] [added: Disclosures](#i0acdc05f068249c4bc23cfbdfe6eaa16_301)] | | | [removed: [55](#i2f61ff38701a40078299033730cac25c_205)] [added: [62](#i0acdc05f068249c4bc23cfbdfe6eaa16_301)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2f61ff38701a40078299033730cac25c_199)] [added: Securities](#i0acdc05f068249c4bc23cfbdfe6eaa16_292)] | | | [removed: [56](#i2f61ff38701a40078299033730cac25c_199)] [added: [63](#i0acdc05f068249c4bc23cfbdfe6eaa16_292)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2f61ff38701a40078299033730cac25c_130)] [added: Operations](#i0acdc05f068249c4bc23cfbdfe6eaa16_184)] | | | [removed: [59](#i2f61ff38701a40078299033730cac25c_130)] [added: [66](#i0acdc05f068249c4bc23cfbdfe6eaa16_184)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risks](#i2f61ff38701a40078299033730cac25c_1649267442410)] [added: Risk](#i0acdc05f068249c4bc23cfbdfe6eaa16_268)] | | | [removed: [108](#i2f61ff38701a40078299033730cac25c_181)] [added: [122](#i0acdc05f068249c4bc23cfbdfe6eaa16_268)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2f61ff38701a40078299033730cac25c_13)] [added: Data](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)] | | | [removed: [117](#i2f61ff38701a40078299033730cac25c_13)] [added: [131](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)] | | |

| Item 8A. | | | [Unaudited Supplemental Presentation of Statements of Financial [removed: Condition](#i2f61ff38701a40078299033730cac25c_127)] [added: Condition](#i0acdc05f068249c4bc23cfbdfe6eaa16_181)] | | | [removed: [218](#i2f61ff38701a40078299033730cac25c_127)] [added: [252](#i0acdc05f068249c4bc23cfbdfe6eaa16_181)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2f61ff38701a40078299033730cac25c_1649267442253)] [added: Disclosure](#i0acdc05f068249c4bc23cfbdfe6eaa16_409)] | | | [removed: [221](#i2f61ff38701a40078299033730cac25c_1649267442253)] [added: [256](#i0acdc05f068249c4bc23cfbdfe6eaa16_409)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2f61ff38701a40078299033730cac25c_187)] [added: Procedures](#i0acdc05f068249c4bc23cfbdfe6eaa16_277)] | | | [removed: [221](#i2f61ff38701a40078299033730cac25c_187)] [added: [256](#i0acdc05f068249c4bc23cfbdfe6eaa16_277)] | | |

| Item 9B. | | | [Other [removed: Information](#i2f61ff38701a40078299033730cac25c_208)] [added: Information](#i0acdc05f068249c4bc23cfbdfe6eaa16_304)] | | | [removed: [222](#i2f61ff38701a40078299033730cac25c_208)] [added: [257](#i0acdc05f068249c4bc23cfbdfe6eaa16_304)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i2f61ff38701a40078299033730cac25c_1649267442262)] [added: Inspection](#i0acdc05f068249c4bc23cfbdfe6eaa16_412)] | | | [removed: [222](#i2f61ff38701a40078299033730cac25c_1649267442262)] [added: [257](#i0acdc05f068249c4bc23cfbdfe6eaa16_412)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2f61ff38701a40078299033730cac25c_1649267442290)] [added: Governance](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | | [removed: [223](#i2f61ff38701a40078299033730cac25c_1649267442290)] [added: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2f61ff38701a40078299033730cac25c_1649267442300)] [added: Compensation](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | | [removed: [229](#i2f61ff38701a40078299033730cac25c_1649267442300)] [added: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2f61ff38701a40078299033730cac25c_1649267442306)] [added: Matters](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | | [removed: [246](#i2f61ff38701a40078299033730cac25c_1649267442306)] [added: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2f61ff38701a40078299033730cac25c_1649267442313)] [added: Independence](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | | [removed: [248](#i2f61ff38701a40078299033730cac25c_1649267442313)] [added: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i2f61ff38701a40078299033730cac25c_1649267442319)] [added: Services](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | | [removed: [254](#i2f61ff38701a40078299033730cac25c_1649267442319)] [added: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i2f61ff38701a40078299033730cac25c_1223)] [added: Schedules](#i0acdc05f068249c4bc23cfbdfe6eaa16_436)] | | | [removed: [255](#i2f61ff38701a40078299033730cac25c_1223)] [added: [259](#i0acdc05f068249c4bc23cfbdfe6eaa16_436)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2f61ff38701a40078299033730cac25c_1649267442335)] [added: Summary](#i0acdc05f068249c4bc23cfbdfe6eaa16_403)] | | | [removed: [269](#i2f61ff38701a40078299033730cac25c_1649267442335)] [added: [274](#i0acdc05f068249c4bc23cfbdfe6eaa16_403)] | | |

When used in this report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words [removed: or] [added: and] similar expressions are intended to identify forward-looking statements.

These statements are subject to certain risks, uncertainties and assumptions, including risks relating to inflation, [removed: market conditions and] interest rate fluctuations [added: and market conditions] generally, the impact of [removed: COVID-19, the impact of] energy market dislocation, our ability to manage our growth, our ability to operate in highly competitive environments, the performance of the funds we manage, our ability to raise new funds, the variability of our revenues, earnings and cash flow, the accuracy of management’s assumptions and estimates, our dependence on certain key personnel, our use of leverage to finance our businesses and investments by the funds we manage, Athene’s ability to maintain or improve financial strength ratings, the impact of Athene’s reinsurers failing to meet their assumed obligations, Athene’s ability to manage its business in a highly regulated industry, changes in our regulatory environment and tax status, and litigation risks, among others.

[removed: We believe these factors include but are not limited to those described under the section entitled “Risk] [added: Risk] Factors” in this [removed: Annual Report on Form 10-K,] [added: report,] as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

We undertake no obligation to publicly update or [removed: review] [added: revise] any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

- Climate [removed: change] [added: change-related risks] and regulatory and other efforts to [removed: reduce] [added: address] climate change;

- Reliance by us and the funds we manage on the [removed: debt] financing markets;

Moreover, references to “Class A shares” refers to the Class A common stock, $0.00001 par value per share, of AAM prior to the Mergers; “Class B share” refers to the Class B common stock, $0.00001 par value per share, of AAM prior to the Mergers (as defined below); “Class C share” refers to the Class C common stock, $0.00001 par value per share, of AAM prior to the Mergers; [removed: “Series] [added: “AAM Series] A Preferred [removed: shares”] [added: Stock”] refers to the 6.375% Series A preferred stock of AAM both prior to and following the Mergers; [removed: “Series] [added: “AAM Series] B Preferred [removed: shares”] [added: Stock”] refers to the 6.375% Series B preferred stock of AAM both prior to and following the Mergers; [removed: and “Preferred shares”] [added: “AAM Preferred Stock”] refers to the [added: AAM] Series A Preferred [removed: shares] [added: Stock] and the [added: AAM] Series B Preferred [removed: shares,] [added: Stock,] collectively, both prior to and following the [removed: Mergers.][added: Mergers; and “Mandatory Convertible Preferred Stock” refers to the 6.75% Series A Mandatory Convertible Preferred Stock of AGM.]

| Term or Acronym | | | Definition | | | [added: | | |]

| [removed: AAA] [added: Accord+] | | | Apollo [removed: Aligned Alternatives,] [added: Accord+ Fund,] L.P., together with its parallel funds and alternative investment vehicles | | | [added: | | |]

| AADE | | | Athene Annuity & Life Assurance Company | | | [added: | | |]

| AARe | | | Athene Annuity Re Ltd., a Bermuda reinsurance subsidiary | | | [added: | | |]

| ABS | | | Asset-backed securities | | | [added: | | |]

| [removed: Accord+] [added: Accord IV] | | | Apollo [removed: Accord+ Fund,] [added: Accord Fund IV,] L.P., together with its parallel funds and alternative investment vehicles | | | [added: | | |]

| Accord I | | | Apollo Accord Master Fund, L.P., together with its feeder funds | | | [added: | | |]


| 6.75% Series A Mandatory Convertible Preferred Stock | | | | | | APO.PRA | | | | | | New York Stock Exchange | | |

| 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 | | | | | | APOS | | | | | | New York Stock Exchange | | |

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described therein.

| Item 1. | | | [Business](#i0acdc05f068249c4bc23cfbdfe6eaa16_322) | | | [13](#i0acdc05f068249c4bc23cfbdfe6eaa16_322) | | |

| Item 1C. | | | [Cybersecurity](#i0acdc05f068249c4bc23cfbdfe6eaa16_1252) | | | [59](#i0acdc05f068249c4bc23cfbdfe6eaa16_1252) | | |

| Item 2. | | | [Properties](#i0acdc05f068249c4bc23cfbdfe6eaa16_391) | | | [62](#i0acdc05f068249c4bc23cfbdfe6eaa16_391) | | |

| Item 6. | | | [\[Reserved\]](#i0acdc05f068249c4bc23cfbdfe6eaa16_397) | | | [65](#i0acdc05f068249c4bc23cfbdfe6eaa16_397) | | |

| | | | | | | | | |

| [SIGNATURES](#i0acdc05f068249c4bc23cfbdfe6eaa16_310) | | | | | | | | |

We believe these factors include but are not limited to those described under the section entitled “Item 1A.

- Our business initiatives to increase the number and type of products offered to individual investors;

- The tax treatment of our structure, which is complex and subject to change;

- The impact of the number of new minimum tax regimes and their implementation; and

- We may be subject to U.S. federal income tax in amounts greater than expected.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| AAA | | | Apollo Aligned Alternatives Aggregator, LP | | | | | |

| | | | | | | | | |

| ACRA | | | ACRA 1 and ACRA 2 | | | | | |

| | | | | | | | | |

| ACRA 2 | | | Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd., together with its subsidiaries | | | | | |

| | | | | | | | | |

| ADCF | | | Apollo Diversified Credit Fund | | | | | |

| ADIP | | | ADIP I and ADIP II | | | | | |

| ADIP II | | | Apollo/Athene Dedicated Investment Program II, L.P., a fund managed by Apollo including third-party capital that, through ACRA 2, invests alongside Athene in certain investments | | | | | |

| Adjusted Net Income Shares Outstanding, or ANI Shares Outstanding | | | Consists of total shares of common stock outstanding, RSUs that participate in dividends, and shares of common stock assumed to be issuable upon the conversion of the shares of Mandatory Convertible Preferred Stock | | | | | |

| ADREF | | | Apollo Diversified Real Estate Fund | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| AFT | | | Apollo Senior Floating Rate Fund, Inc. | | | | | |

| AIF | | | Apollo Tactical Income Fund, Inc. | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| Alternative investments | | | Alternative investments, including investment funds, VIEs and certain equity securities due to their underlying characteristics | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

[Table of Content](#i2f61ff38701a40078299033730cac25c_7)[s](#i2f61ff38701a40078299033730cac25c_7)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Item 1. | | | [Business](#i2f61ff38701a40078299033730cac25c_1649267442227) | | | [11](#i2f61ff38701a40078299033730cac25c_1649267442227) | | |

| Item 2. | | | [Properties](#i2f61ff38701a40078299033730cac25c_1649267442218) | | | [54](#i2f61ff38701a40078299033730cac25c_1649267442218) | | |

| Item 6. | | | [\[Reserved\]](#i2f61ff38701a40078299033730cac25c_1649267442235) | | | [58](#i2f61ff38701a40078299033730cac25c_1649267442235) | | |

| [SIGNATURES](#i2f61ff38701a40078299033730cac25c_214) | | | | | | | | |

- The effects of the COVID-19 pandemic;

- Changes to and replacement of the London Interbank Offered Rate (“LIBOR”);

- Our structure involving complex provisions of tax law; and

- Our ability to react to changes in U.S. and foreign tax law.

| AAIA | | | Athene Annuity and Life Company | | |

| Alternative investments | | | Alternative investments, including investment funds, CLO and ABS equity positions and certain other debt instruments considered to be equity-like | | |

| AmeriHome | | | AmeriHome Mortgage Company, LLC | | |

| BSCR | | | Bermuda Solvency Capital Requirement | | |

| CDI | | | California Department of Insurance | | |

| ECR | | | Enhanced Capital Requirement | | |

| HVF I | | | Apollo Hybrid Value Fund, L.P., together with its parallel funds and alternative investment vehicles | | |

| HVF II | | | Apollo Hybrid Value Fund II, L.P., together with its parallel funds and alternative investment vehicles | | |

| MMS | | | Minimum margin of solvency | | |

| NYSDFS | | | New York State Department of Financial Services | | |

| TDI | | | Texas Department of Insurance | | |

| VIVAT N.V. | | | Athora Netherlands N.V. (formerly known as: VIVAT N.V.) | | |

AGM’s board of directors is involved in overseeing the Company’s risk management program, including with respect to cybersecurity, which is a critical component of the Company’s overall approach to enterprise risk management (“ERM”).

For additional information about our risk management framework, see “Part II—Item 7A.

Quantitative and Qualitative Disclosures

About Market Risk—Risk Management Framework.” Our cybersecurity policies and practices are fully integrated into our ERM framework through our reporting, risk management and oversight channels and are based, in part, on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards.

As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas:

- *Governance.* As discussed further under the heading “Cybersecurity Governance”, our board of directors has an oversight role, as a whole and also at the committee level, in overseeing management of AGM’s risks, including our cybersecurity risks.

AGM’s Chief Information Security Officer (“CISO”) and AHL’s CISO, with support from the broader Technology team, are responsible for information security strategy, policies and practices.

- *Collaborative Approach.* The Company utilizes a cross-functional approach involving stakeholders across multiple departments, including Compliance, Legal, Technology, Operations, Risk and others, aimed at identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of potentially material cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

- *Technical Safeguards.* The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved on an ongoing basis using vulnerability assessments and cybersecurity threat intelligence.

- *Incident Response and Recovery Planning*.

The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.

- *Third-Party Risk Management.* The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

- *Education and Awareness.* The Company provides regular, mandatory training for personnel regarding cybersecurity threats to equip the Company’s personnel with effective tools to help mitigate cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices.

The Company engages in the periodic assessment and testing of the Company’s policies and practices that are designed to address cybersecurity threats and incidents.

These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures.

The Company regularly engages third parties, including auditors and consultants, to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

The results of such assessments, audits and reviews are reported to the Company’s risk management function, and the Company adjusts its cybersecurity policies and practices as necessary based on the information provided by these assessments, audits and reviews.

Cybersecurity threat risks have not materially affected the Company, including our business strategy, results of operations or financial condition.

For further discussion of the risks we face from cybersecurity threats, including those that could materially affect the Company, see “Item 1A.

Risk Factors—Operating Risks—*We rely on technology and information systems, many of which are controlled by third-party vendors, to maintain the security of our information and technology networks and to conduct our businesses, and any failures or interruptions of these systems could adversely affect our businesses and results of operations.”*

Cybersecurity Governance

In our asset management business, our board of directors’ oversight of cybersecurity risk management is supported by the audit committee of the AGM Board of Directors (the “AGM Audit Committee”), the AAM Global Risk Committee (“AGRC”), the Operational Risk Forum (the “ORF”), the Cybersecurity Working Group and management.

Our board of directors, the AGM Audit Committee, the AGRC, the ORF and the Cyber Security Working Group receive regular updates on Apollo’s information technology, cybersecurity risk profile and strategy, and risk mitigation plans from the Company’s risk management professionals, the Company’s Chief Security Officer (“CSO”), CISO, other members of management and relevant management committees and working groups.

The Cyber Security Working Group is chaired by the CISO and has representation from

Technology, Legal, Compliance, and ERM.

The group meets at least once a quarter to discuss cybersecurity and risk mitigation activities, among other topics.

The CISO regularly reports to the ORF regarding cyber risk, and the ORF in turn reports to the AGRC on a quarterly basis, noting any cyber updates when necessary or appropriate.

In turn, the Board and/or the AGM Audit Committee receive quarterly risk updates from our risk management professionals, as well as at least annual updates on cyber risk specifically.

The full AGM board or the AGM Audit Committee receives presentations and reports on cybersecurity risks from AGM’s CSO or CISO, as well as from AHL’s CISO, at least annually, and they address a wide range of topics including recent developments, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.

In our retirement services business, our board of directors’ oversight of cybersecurity risk management is supported by the AHL board of directors, the AHL board’s audit, risk, and legal and regulatory committees, the AHL management risk committee, the AHL management operational risk committee and AHL management.

AHL’s Chief Information Officer (“CIO”), CISO, General Counsel and certain other members of AHL’s senior management meet periodically with the audit, risk, and legal and regulatory committees of AHL’s board of directors to review AHL’s information technology and cybersecurity risk profile and to discuss risk mitigation plans.

Apollo and Athene Cyber teams coordinate with and leverage one another across a number of areas.

The CISOs meet regularly to discuss cyber-related risks, programs and projects.

Other members of Apollo and Athene’s Cyber teams meet as needed on a variety of topics and open lines of communications are present to allow for the information sharing across the retirement services and asset management businesses.

Asset Management

The AGM CISO, in coordination with Technology and ERM, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.

To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents.

Through ongoing communications with these teams, the CISO monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the AGM Audit Committee or AGM board, as appropriate.

AGM’s CSO holds an undergraduate degree in Management Information Systems and Business Administration, which he received magna cum laude.

He has over 25 years of cyber-related experience, having served in various roles in technology and cybersecurity, including as Head of IT Risk Management, Executive Director of IT & Risk Compliance, and Global IT Risk Evaluation Lead at large financial institutions and consulting firms.

In our asset management business, Apollo also leases the space for our offices in New York, Los Angeles, El Segundo, Carlsbad, Houston, Bethesda, Greenwich, Miami, Palm Beach, London, Frankfurt, [removed: Madrid,] Luxembourg, Mumbai, [added: New] Delhi, Singapore, Hong Kong, Shanghai, Tokyo and Sydney, among other locations throughout the world.

In our retirement services business, Athene owns its [removed: headquarters for U.S. operations,] [added: headquarters,] which is located in West Des Moines, Iowa and leases its head office for Bermuda operations, which is located in Hamilton, Bermuda.

Apollo does not own any real property.

[Table of Content](#i2f61ff38701a40078299033730cac25c_7)[s](#i2f61ff38701a40078299033730cac25c_7)

The number of holders of record of our common stock as of February [removed: 24, 2023] [added: 23, 2024] was [removed: 291.][added: 293.]

The following graph depicts the total return to holders of our common stock from the closing price on December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] relative to the performance of the S&P 500 Index and the Dow Jones U.S. Asset Managers Index.

The graph assumes $100 invested on December 31, [removed: 2017] [added: 2018] and dividends received reinvested in the security or index.

[removed: ][added: Dividend Policy]

The quarterly cash dividend previously paid to our common stockholders can be found in note [removed: 15] [added: 17] to our consolidated financial statements.

We have also declared a cash dividend of [removed: $0.40] [added: $0.43] per share of common stock in respect to the fourth quarter of [removed: 2022] [added: 2023] which will be paid on February [removed: 28, 2023] [added: 29, 2024] to holders of record at the close of business on February [removed: 21, 2023.][added: 20, 2024.]

Our current intention is to pay an annual cash dividend of [removed: $1.72] [added: $1.85] per share of common stock.

[removed: The declaration and payment of any dividends are at the sole discretion of our board of directors, which may change the dividend policy at any time, including, without limitation, to eliminate the dividend entirely, and will depend upon many factors, including general economic and business] conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations, legal, tax and regulatory restrictions, restrictions and other implications on the payment of dividends by us or by our subsidiaries to us and such other factors as our board of directors may deem relevant.

[added: Because AGM is a holding company, the primary source of] funds for AGM’s dividends are distributions from its operating subsidiaries, AAM and AHL.

Furthermore, the ability of these operating subsidiaries to make distributions to AGM will depend on satisfying applicable law with respect to such distributions and making prior distributions on the [removed: AAM and] AHL outstanding preferred stock, and the ability of AAM and AHL to receive distributions from their own respective subsidiaries will continue to depend on applicable law with respect to such distributions.

Subject to the rights of the holders of [added: Mandatory Convertible Preferred Stock and any other] preferred [removed: shares, if any,] [added: shares] and applicable law, our Certificate of Incorporation and Bylaws provide that our board of directors may, in its sole discretion, at any time and from time to time, declare, make and pay dividends to the holders of our common stock.

On November 15, [removed: 2022,] [added: 2023,] the Company issued [removed: 18,722] [added: 33,806] restricted shares under the 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles and [removed: 1,360] [added: 3,469] restricted shares under the 2019 Omnibus Equity Incentive Plan to certain holders of vested performance fee rights.

The following table sets forth information regarding repurchases of shares of common stock during the fiscal quarter ended December 31, [removed: 2022.][added: 2023.]

| Period | | | | | | Total number of shares of common stock [removed: purchased1] [added: purchased] | | | | | | Average price paid per share | | | | | | Total number of shares of common stock purchased as part of publicly announced plans or [removed: programs3] [added: programs1] | | | | | | Approximate dollar value of common stock that may yet be purchased under the plans or programs | | |

| October 1, [removed: 2022] [added: 2023] through October 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Opportunistic repurchases | | | | | | [removed: 388,077] [added: —] | | | | | | | | | | | | [removed: 388,077] [added: —] | | | | | | | | |

| Equity award-related repurchases2 | | | | | | [removed: —] [added: 49,405] | | | | | | | | | | | | [removed: —] [added: 49,405] | | | | | | | | |

| November 1, [removed: 2022] [added: 2023] through November 30, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Opportunistic repurchases | | | | | | [removed: 230,266] [added: —] | | | | | | | | | | | | [removed: 230,266] [added: —] | | | | | | | | |

| Equity award-related repurchases2 | | | | | | [removed: 891,634] [added: 464,908] | | | | | | | | | | | | [removed: 851,178] [added: 464,908] | | | | | | | | |

| December 1, [removed: 2022] [added: 2023] through December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Opportunistic repurchases | | | | | | [removed: 1,339,734] [added: —] | | | | | | | | | | | | [removed: 1,339,734] [added: —] | | | | | | | | |

| Opportunistic repurchases | | | | | | [removed: 1,958,077] [added: —] | | | | | | | | | | | | [removed: 1,958,077] [added: —] | | | | | | | | |

| 2 Represents repurchases of shares of common stock in order to offset the dilutive impact of share issuances under the Equity [removed: Plan,] [added: Plan] including reductions of shares of common stock that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 3] [added: 1] Pursuant to a share repurchase program that was publicly announced on January 3, 2022, [added: as amended on February 21, 2023,] the Company [removed: is] [added: was] authorized to repurchase (i) up to an aggregate of [removed: $1.5] [added: $1.0] billion of shares of its common stock in order to opportunistically reduce its share count and (ii) up to an aggregate of [removed: $1.0] [added: $1.5] billion of shares of its common stock in order to offset the dilutive impact of share issuances under the its equity incentive plans, in each case with the timing and amount of repurchases to depend on a variety of [removed: factors,] [added: factors] including price, economic and market conditions as well as expected capital needs, evolution in Company’s capital structure, legal requirements and other factors. [added: On February 8, 2024, the AGM board of directors terminated the Company’s prior share repurchase program and approved a new share repurchase program, pursuant to which, the Company is authorized to repurchase up to $3.0 billion of shares of its common stock to opportunistically reduce the Company’s share count or offset the dilutive impact of share issuances under the Company’s equity incentive plans.] Under the share repurchase program, repurchases may be of outstanding shares of common stock occurring from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, as well as through reductions of shares that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations. The share repurchase program does not obligate the Company to make any repurchases at any specific time. The program is effective until the aggregate repurchase amount that has been approved by the AGM board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time. | | | | | | | | | | | | | | | | | | | | | | | | | | |

We have also declared and set aside for payment a cash dividend of $0.8438 per share of our Mandatory Convertible Preferred Stock, which will be paid on April 30, 2024 to holders of record at the close of business on April 15, 2024.

The declaration and payment of any dividends on our common stock or Mandatory Convertible Preferred Stock are at the sole discretion of our board of directors, which may change the dividend policy at any time, including, without limitation, to eliminate the dividend on common stock entirely, and will depend upon many factors, including general economic and business

| Total | | | | | | 49,405 | | | | | | $ | 79.04 | | | | | 49,405 | | | | | | $ | 989,478,985 | |

| Total | | | | | | 464,908 | | | | | | $ | 85.03 | | | | | 464,908 | | | | | | $ | 949,945,808 | |

| Equity award-related repurchases2 | | | | | | 283,496 | | | | | | | | | | | | 283,496 | | | | | | | | |

| Total | | | | | | 283,496 | | | | | | $ | 92.26 | | | | | 283,496 | | | | | | $ | 923,790,657 | |

| Equity award-related repurchases2 | | | | | | 797,809 | | | | | | | | | | | | 797,809 | | | | | | | | |

| Total | | | | | | 797,809 | | | | | | | | | | | | 797,809 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

Cash Dividend Policy

Because AGM is a holding company, the primary source of

Securities Authorized for Issuance Under Equity Compensation Plans

See the table under “Securities Authorized for Issuance Under Equity Compensation Plans” set forth in “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

On October 6, 2022, the Company issued 1,068 restricted shares in connection with its previously announced transaction with Griffin Capital.

| Total | | | | | | 388,077 | | | | | | $ | 47.55 | | | | | 388,077 | | | | | | $ | 1,886,861,783 | |

| Total | | | | | | 1,121,900 | | | | | | $ | 63.51 | | | | | 1,081,444 | | | | | | $ | 1,818,177,094 | |

| Total | | | | | | 1,339,734 | | | | | | $ | 67.80 | | | | | 1,339,734 | | | | | | $ | 1,727,344,512 | |

| Total | | | | | | 2,849,711 | | | | | | | | | | | | 2,809,255 | | | | | | | | |

| 1 Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted shares of common stock that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase shares of common stock on the open market and retire them. During the three months ended December 31, 2022, we repurchased 40,456 shares of common stock at an average price paid per share of $63.40 in open-market transactions not pursuant to a publicly-announced repurchase plan or program on account of these awards. | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of](#i2f61ff38701a40078299033730cac25c_7) [Contents](#i2f61ff38701a40078299033730cac25c_7)

| | | | [Report of Independent Registered Public Accounting [removed: F](#i2f61ff38701a40078299033730cac25c_682)[ir](#i2f61ff38701a40078299033730cac25c_682)[m](#i2f61ff38701a40078299033730cac25c_682)] [added: Firm](#i0acdc05f068249c4bc23cfbdfe6eaa16_406)] (PCAOB ID [removed: No.34[)](#i2f61ff38701a40078299033730cac25c_682)] [added: No.34[)](#i0acdc05f068249c4bc23cfbdfe6eaa16_406)] | | | | | | [removed: [118](#i2f61ff38701a40078299033730cac25c_682)] [added: [132](#i0acdc05f068249c4bc23cfbdfe6eaa16_406)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i2f61ff38701a40078299033730cac25c_22)] [added: Operations](#i0acdc05f068249c4bc23cfbdfe6eaa16_34)] | | | | | | [removed: [124](#i2f61ff38701a40078299033730cac25c_22)] [added: [138](#i0acdc05f068249c4bc23cfbdfe6eaa16_34)] | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i2f61ff38701a40078299033730cac25c_25)] [added: (Loss)](#i0acdc05f068249c4bc23cfbdfe6eaa16_40)] | | | | | | [removed: [125](#i2f61ff38701a40078299033730cac25c_25)] [added: [139](#i0acdc05f068249c4bc23cfbdfe6eaa16_40)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i2f61ff38701a40078299033730cac25c_28)] [added: Equity](#i0acdc05f068249c4bc23cfbdfe6eaa16_46)] | | | | | | [removed: [126](#i2f61ff38701a40078299033730cac25c_28)] [added: [140](#i0acdc05f068249c4bc23cfbdfe6eaa16_46)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i2f61ff38701a40078299033730cac25c_31)] [added: Flows](#i0acdc05f068249c4bc23cfbdfe6eaa16_52)] | | | | | | [removed: [129](#i2f61ff38701a40078299033730cac25c_31)] [added: [143](#i0acdc05f068249c4bc23cfbdfe6eaa16_52)] | | |

[removed: | | | | [Notes to](#i2f61ff38701a40078299033730cac25c_34) [Consolidated Financial](#i2f61ff38701a40078299033730cac25c_34) [Statements](#i2f61ff38701a40078299033730cac25c_34) | | | | | | [132](#i2f61ff38701a40078299033730cac25c_34) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| | | | | | | [Note 2. Summary of Significant Accounting [removed: Policies](#i2f61ff38701a40078299033730cac25c_40)] [added: Policies](#i0acdc05f068249c4bc23cfbdfe6eaa16_64)] | | | [removed: [132](#i2f61ff38701a40078299033730cac25c_40)] [added: [146](#i0acdc05f068249c4bc23cfbdfe6eaa16_64)] | | |

| | | | | | | [Note [removed: 3.] [added: 4.] Merger with [removed: Athene](#i2f61ff38701a40078299033730cac25c_43)] [added: Athene](#i0acdc05f068249c4bc23cfbdfe6eaa16_73)] | | | [removed: [151](#i2f61ff38701a40078299033730cac25c_43)] [added: [171](#i0acdc05f068249c4bc23cfbdfe6eaa16_73)] | | |

| | | | | | | [Note [removed: 6.] [added: 7.] Variable Interest [removed: Entities](#i2f61ff38701a40078299033730cac25c_61)] [added: Entities](#i0acdc05f068249c4bc23cfbdfe6eaa16_94)] | | | [removed: [167](#i2f61ff38701a40078299033730cac25c_61)] [added: [188](#i0acdc05f068249c4bc23cfbdfe6eaa16_94)] | | |

| [added: Deferred acquisition costs, deferred sales inducements and value of business acquired] | | | [added: 5,979] | | | [removed: [Note](#i2f61ff38701a40078299033730cac25c_70) [9](#i2f61ff38701a40078299033730cac25c_70)[. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired](#i2f61ff38701a40078299033730cac25c_70)] | | | [removed: [188](#i2f61ff38701a40078299033730cac25c_70)] [added: 4,466] | | |

| | | | | | | [Note [removed: 1](#i2f61ff38701a40078299033730cac25c_79)[1](#i2f61ff38701a40078299033730cac25c_79)[.] [added: 13.] Profit Sharing [removed: Payable](#i2f61ff38701a40078299033730cac25c_79)] [added: Payable](#i0acdc05f068249c4bc23cfbdfe6eaa16_124)] | | | [removed: [189](#i2f61ff38701a40078299033730cac25c_79)] [added: [219](#i0acdc05f068249c4bc23cfbdfe6eaa16_124)] | | |

| [added: Equity-based compensation] | | | | | | [removed: [Note 1](#i2f61ff38701a40078299033730cac25c_91)[4](#i2f61ff38701a40078299033730cac25c_91)[. Equity-Based Compensation](#i2f61ff38701a40078299033730cac25c_91)] | | | [removed: [195](#i2f61ff38701a40078299033730cac25c_91)] | | | [added: | | | 88 | | | | | | 56 | | | | | | — | | |]

| [added: Commitments and Contingencies (note 20)] | | | | | | [removed: [Note 1](#i2f61ff38701a40078299033730cac25c_112)[8](#i2f61ff38701a40078299033730cac25c_112)[. Commitments and Contingencies](#i2f61ff38701a40078299033730cac25c_112)] | | | [removed: [206](#i2f61ff38701a40078299033730cac25c_112)] | | |

We have audited the accompanying consolidated statements of financial condition of Apollo Global Management, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures] that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Valuation of Certain Structured Level 3 Asset-Backed Securities - Refer to Note [removed: 4, Investments, Note 7,] [added: 5, Investments, Note 8,] Fair [removed: Value, and] [added: Value, and] Note [removed: 17, Related] [added: 19, Related] Parties

The Company uses internal modeling techniques based on projected cash flows and certain other unobservable inputs to value its structured [added: Level 3 asset-backed securities.]

Given that the Company utilizes valuation models and significant unobservable inputs to estimate the fair value for certain of its structured Level 3 asset-backed securities, performing audit procedures to evaluate these inputs [removed: requires] [added: required] a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

Certain Assumptions Used in the Valuation of [removed: Value of Business Acquired (VOBA),] Future Policy Benefits, [added: Market Risk Benefits,] and Interest Sensitive Contract Liabilities - Refer to Note [removed: 2 ,] [added: 2,] Summary of Significant Accounting [removed: Policies, Note 7, Fair Value, and] [added: Policies,] Note [removed: 9, Deferred Acquisition Costs, Deferred Sales Inducements] [added: 8, Fair Value,] and [removed: Value of Business Acquired][added: Note 12, Long-duration Contracts]

[removed: In conjunction with the merger and in subsequent period evaluations, the] [added: The] Company [removed: determined] [added: determines] estimated valuations of [removed: VOBA, negative VOBA,] Future Policy [removed: Benefits] [added: Benefits, Market Risk Benefits,] and Interest Sensitive Contract Liabilities, which include embedded derivatives.

Specifically, the future policyholder behavior assumptions related to lapses and the use of benefit riders, as well as the assumptions for the future equity option costs or option budget and risk margin involve significant unobservable inputs and may materially impact the estimated valuation of [removed: VOBA, negative VOBA,] Future Policy [removed: Benefits] [added: Benefits, Market Risk Benefits,] and Interest Sensitive Contract Liabilities, which include embedded derivatives.

- We tested the [added: design and operating] effectiveness of controls over management’s development of these assumptions, including those controls over the underlying data.

[added: |] February [added: 9, 2023 | | | | | | $ | 0.40 | | | | | February] 28, 2023 [added: | | | | | | $ | 229 | | | | | $ | — | | | | | $ | 229 | | | | | $ | 12 | |]

| *(In millions, except share data)* | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | 1,201 | | | | | $ | [removed: 917] [added: —] | | [added: | | | $ | — | | | | | $ | — | | | | | $ | 1,201 | |]

| Restricted cash and cash equivalents | | | [removed: 1,048] [added: 2] | | | | | | [removed: 708] [added: 1,048] | | |

| Investments | | | [removed: 5,582] [added: 5,502] | | | | | | [removed: 11,354] [added: 5,582] | | |

| Cash and cash equivalents | | | [removed: 110] [added: 62] | | | | | | [removed: 463] [added: 110] | | |

| Investments | | | [removed: 2,369] [added: 1,640] | | | | | | [removed: 14,737] [added: 2,369] | | |

| Other assets | | | [removed: 30] [added: 177] | | | | | | [removed: 252] [added: 30] | | |

| Due from related parties | | | [removed: 465] [added: 449] | | | | | | [removed: 490] [added: 465] | | |

| Goodwill | | | 264 | | | | | | [removed: 117] [added: 264] | | |

| Other assets | | | [removed: 2,333] [added: 2,331] | | | | | | [removed: 1,464] [added: 2,333] | | |

| Cash and cash equivalents | | | [removed: 7,779] [added: 13,020] | | | | | | [removed: —] [added: 7,779] | | |

| Restricted cash and cash equivalents | | | [removed: 628] [added: 1,761] | | | | | | [removed: —] [added: 628] | | |

| Investments | | | [removed: 172,488] [added: 213,099] | | | | | | [removed: —] [added: 172,488] | | |

| Investments in related parties | | | [removed: 23,960] [added: 25,842] | | | | | | [removed: —] [added: 23,960] | | |

| | | | [Consolidated Statements of Financial Condition](#i0acdc05f068249c4bc23cfbdfe6eaa16_28) | | | | | | [136](#i0acdc05f068249c4bc23cfbdfe6eaa16_28) | | |

| | | | [Notes to Consolidated Financial Statements](#i0acdc05f068249c4bc23cfbdfe6eaa16_58) | | | | | | [146](#i0acdc05f068249c4bc23cfbdfe6eaa16_58) | | |

| | | | | | | [Note 1. Organization](#i0acdc05f068249c4bc23cfbdfe6eaa16_61) | | | [146](#i0acdc05f068249c4bc23cfbdfe6eaa16_61) | | |

| | | | | | | [Note 3. Adoption of Accounting Pronouncement](#i0acdc05f068249c4bc23cfbdfe6eaa16_70) | | | [167](#i0acdc05f068249c4bc23cfbdfe6eaa16_70) | | |

| | | | | | | [Note 5. Investments](#i0acdc05f068249c4bc23cfbdfe6eaa16_79) | | | [174](#i0acdc05f068249c4bc23cfbdfe6eaa16_79) | | |

| | | | | | | [Note 6. Derivatives](#i0acdc05f068249c4bc23cfbdfe6eaa16_88) | | | [184](#i0acdc05f068249c4bc23cfbdfe6eaa16_88) | | |

| | | | | | | [Note 8. Fair Value](#i0acdc05f068249c4bc23cfbdfe6eaa16_100) | | | [191](#i0acdc05f068249c4bc23cfbdfe6eaa16_100) | | |

| | | | | | | [Note 9. Reinsurance](#i0acdc05f068249c4bc23cfbdfe6eaa16_106) | | | [209](#i0acdc05f068249c4bc23cfbdfe6eaa16_106) | | |

| | | | | | | [Note 10. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired](#i0acdc05f068249c4bc23cfbdfe6eaa16_112) | | | [211](#i0acdc05f068249c4bc23cfbdfe6eaa16_112) | | |

| | | | | | | [Note 11. Goodwill](#i0acdc05f068249c4bc23cfbdfe6eaa16_121) | | | [211](#i0acdc05f068249c4bc23cfbdfe6eaa16_121) | | |

| | | | | | | [Note 12. Long-duration Contracts](#i0acdc05f068249c4bc23cfbdfe6eaa16_115) | | | [212](#i0acdc05f068249c4bc23cfbdfe6eaa16_115) | | |

| | | | | | | [Note 14. Income Taxes](#i0acdc05f068249c4bc23cfbdfe6eaa16_127) | | | [220](#i0acdc05f068249c4bc23cfbdfe6eaa16_127) | | |

| | | | | | | [Note 15. Debt](#i0acdc05f068249c4bc23cfbdfe6eaa16_133) | | | [223](#i0acdc05f068249c4bc23cfbdfe6eaa16_133) | | |

| | | | | | | [Note 16. Equity-Based Compensation](#i0acdc05f068249c4bc23cfbdfe6eaa16_139) | | | [226](#i0acdc05f068249c4bc23cfbdfe6eaa16_139) | | |

| | | | | | | [Note 17. Equity](#i0acdc05f068249c4bc23cfbdfe6eaa16_145) | | | [228](#i0acdc05f068249c4bc23cfbdfe6eaa16_145) | | |

| | | | | | | [Note 18. Earnings per Share](#i0acdc05f068249c4bc23cfbdfe6eaa16_151) | | | [233](#i0acdc05f068249c4bc23cfbdfe6eaa16_151) | | |

| | | | | | | [Note 19. Related Parties](#i0acdc05f068249c4bc23cfbdfe6eaa16_157) | | | [234](#i0acdc05f068249c4bc23cfbdfe6eaa16_157) | | |

| | | | | | | [Note 21. Statutory Requirements](#i0acdc05f068249c4bc23cfbdfe6eaa16_169) | | | [243](#i0acdc05f068249c4bc23cfbdfe6eaa16_169) | | |

| | | | | | | [Note 22. Segments](#i0acdc05f068249c4bc23cfbdfe6eaa16_172) | | | [246](#i0acdc05f068249c4bc23cfbdfe6eaa16_172) | | |

| | | | | | | [Note 23. Product and Geographic Information](#i0acdc05f068249c4bc23cfbdfe6eaa16_63771674412412) | | | [250](#i0acdc05f068249c4bc23cfbdfe6eaa16_63771674412412) | | |

| | | | | | | [Note 24. Quarterly Results of Operations](#i0acdc05f068249c4bc23cfbdfe6eaa16_2748779070832) | | | [250](#i0acdc05f068249c4bc23cfbdfe6eaa16_2748779070832) | | |

| | | | | | | [Note 25. Subsequent Events](#i0acdc05f068249c4bc23cfbdfe6eaa16_178) | | | [251](#i0acdc05f068249c4bc23cfbdfe6eaa16_178) | | |

[Table of](#i0acdc05f068249c4bc23cfbdfe6eaa16_400) [Contents](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)

Change in Accounting Principle

As discussed in Notes 2 and 3 to the financial statements, effective January 1, 2023, the Company adopted Accounting Standards Update (ASU) 2018-12, Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, with retrospective application to January 1, 2022.

The adoption of ASU 2018-12 is also communicated as a critical audit matter below.

A company’s internal control over financial reporting includes those policies and procedures

[Table of](#i0acdc05f068249c4bc23cfbdfe6eaa16_400) [Contents](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)

[Table of](#i0acdc05f068249c4bc23cfbdfe6eaa16_400) [Contents](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)

Adoption of Long Duration Targeted Improvements (LDTI) - Refer to Note 2, Summary of Significant Accounting Policies, and Note 3, Adoption of Accounting Pronouncement

On January 1, 2023, the Company adopted ASU 2018-12 retrospectively with a transition date of January 1, 2022 (see Change in Accounting Principle explanatory paragraph above).

The adoption of LDTI significantly modifies the Company’s accounting and disclosure of contract features meeting the definition of market risk benefits to be measured at fair value.

For the Company, this definition includes the guaranteed lifetime withdrawal benefit and guaranteed minimum death benefit riders attached to some of the annuity products.

Significant judgment was applied by the Company in determining the modifications to complex valuation models and the assumptions utilized in those models.

Specifically, the future policyholder behavior assumptions related to lapses and the use of benefit riders, as well as the assumptions for the future equity option costs or option budget and risk margin involve significant unobservable inputs and may materially impact the estimated valuation of the market risk benefits.

Given the significant judgment involved with determining the methodology and these economic and policyholder behavior assumptions, auditing these estimates required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value and actuarial specialists.

[Table of](#i0acdc05f068249c4bc23cfbdfe6eaa16_400) [Contents](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)

Our audit procedures related to the selection of the methodology and economic and policyholder behavior assumptions determined by the Company included the following, among others:

- We tested the design and operating effectiveness of controls, including those related to the application of new accounting policies, new subjective judgments, changes made to measurement models, and disclosure of the impact of adoption discussed in Notes 2 and 3 to the financial statements.

- We evaluated the appropriateness of the Company’s accounting policies, methodologies, and elections involved in the adoption of the LDTI.

| | | | [Consolidated](#i2f61ff38701a40078299033730cac25c_16) [Statement](#i2f61ff38701a40078299033730cac25c_16)[s](#i2f61ff38701a40078299033730cac25c_16) [of Financial Condition](#i2f61ff38701a40078299033730cac25c_16) | | | | | | [122](#i2f61ff38701a40078299033730cac25c_16) | | |

| | | | | | | [Note 1. Organization](#i2f61ff38701a40078299033730cac25c_37) | | | [132](#i2f61ff38701a40078299033730cac25c_37) | | |

| | | | | | | [Note 4. Investments](#i2f61ff38701a40078299033730cac25c_49) | | | [154](#i2f61ff38701a40078299033730cac25c_49) | | |

| | | | | | | [Note 5. Derivatives](#i2f61ff38701a40078299033730cac25c_55) | | | [164](#i2f61ff38701a40078299033730cac25c_55) | | |

| | | | | | | [Note 7. Fair Value](#i2f61ff38701a40078299033730cac25c_64) | | | [172](#i2f61ff38701a40078299033730cac25c_64) | | |

| | | | | | | [Note 8. Reinsurance](#i2f61ff38701a40078299033730cac25c_73) | | | [187](#i2f61ff38701a40078299033730cac25c_73) | | |

| | | | | | | [Note](#i2f61ff38701a40078299033730cac25c_76) [10](#i2f61ff38701a40078299033730cac25c_76)[. Goodwill](#i2f61ff38701a40078299033730cac25c_76) | | | [188](#i2f61ff38701a40078299033730cac25c_76) | | |

| | | | | | | [Note 1](#i2f61ff38701a40078299033730cac25c_82)[2](#i2f61ff38701a40078299033730cac25c_82)[. Income Taxes](#i2f61ff38701a40078299033730cac25c_82) | | | [190](#i2f61ff38701a40078299033730cac25c_82) | | |

| | | | | | | [Note 1](#i2f61ff38701a40078299033730cac25c_85)[3](#i2f61ff38701a40078299033730cac25c_85)[. Debt](#i2f61ff38701a40078299033730cac25c_85) | | | [193](#i2f61ff38701a40078299033730cac25c_85) | | |

| | | | | | | [Note 1](#i2f61ff38701a40078299033730cac25c_97)[5](#i2f61ff38701a40078299033730cac25c_97)[. Equity](#i2f61ff38701a40078299033730cac25c_97) | | | [197](#i2f61ff38701a40078299033730cac25c_97) | | |

| | | | | | | [Note 1](#i2f61ff38701a40078299033730cac25c_103)[6](#i2f61ff38701a40078299033730cac25c_103)[. Earnings per Share](#i2f61ff38701a40078299033730cac25c_103) | | | [200](#i2f61ff38701a40078299033730cac25c_103) | | |

| | | | | | | [Note 1](#i2f61ff38701a40078299033730cac25c_106)[7.](#i2f61ff38701a40078299033730cac25c_106) [Related Parties](#i2f61ff38701a40078299033730cac25c_106) | | | [201](#i2f61ff38701a40078299033730cac25c_106) | | |

| | | | | | | [Note 19. Statutory Requirements](#i2f61ff38701a40078299033730cac25c_115) | | | [211](#i2f61ff38701a40078299033730cac25c_115) | | |

| | | | | | | [Note](#i2f61ff38701a40078299033730cac25c_118) [20](#i2f61ff38701a40078299033730cac25c_118)[. Segments](#i2f61ff38701a40078299033730cac25c_118) | | | [213](#i2f61ff38701a40078299033730cac25c_118) | | |

| | | | | | | [Note](#i2f61ff38701a40078299033730cac25c_124) [21](#i2f61ff38701a40078299033730cac25c_124)[. Subsequent Events](#i2f61ff38701a40078299033730cac25c_124) | | | [217](#i2f61ff38701a40078299033730cac25c_124) | | |

Level 3 asset-backed securities.

On January 1, 2022, the Company completed its merger with Athene Holding Ltd. (“Athene”) and allocated the consideration to the fair value of Athene’s assets and liabilities at the time of the merger.

| | | | 13,402 | | | | | | 30,502 | | |

| | | | 245,931 | | | | | | — | | |

| | | | 8,736 | | | | | | 18,538 | | |

| | | | 243,368 | | | | | | — | | |

| Class B Common Stock, $0.00001 par value, 0 and 999,999,999 shares authorized, 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | | | — | | | | | | — | | |

| Class C Common Stock, $0.00001 par value, 0 and 1 share authorized, 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | | | — | | | | | | — | | |

| Common Stock, $0.00001 par value, 90,000,000,000 shares authorized, 570,276,188 shares issued and outstanding as of December 31, 2022 | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | 14,731 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2020 | | | 223 | | | | | | — | | | | | | — | | | | | | $ | 264 | | | | | $ | 290 | | | | | $ | 1,303 | | | | | $ | — | | | | | $ | (5) | | | | | $ | 1,852 | | | | | $ | 1,186 | | | | | $ | 3,038 | |

| Equity transaction with Athene Holding | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (55) | | | | | | — | | | | | | — | | | | | | (55) | | | | | | 1,215 | | | | | | 1,160 | | |

| Consolidation of VIEs | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,885 | | | | | | 1,885 | | |

| Dilution impact of issuance of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | — | | | | | | — | | | | | | 8 | | | | | | — | | | | | | 8 | | |

| Dividends/ Distributions | | | — | | | | | | — | | | | | | — | | | | | | (18) | | | | | | (19) | | | | | | (536) | | | | | | (13) | | | | | | — | | | | | | (586) | | | | | | (1,376) | | | | | | (1,962) | | |

| Balance at December 31, 2020 | | | 229 | | | | | | — | | | | | | — | | | | | | $ | 264 | | | | | $ | 290 | | | | | $ | 877 | | | | | $ | — | | | | | $ | (2) | | | | | $ | 1,429 | | | | | $ | 4,084 | | | | | $ | 5,513 | |

| Exchange of AOG Units for common stock | | | 156 | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 580 | | | | | | — | | | | | | — | | | | | | 580 | | | | | | (2,591) | | | | | | (2,011) | | |

| Balance at December 31, 2022 | | | 570 | | | | | | | | | | | | | | | | | | $ | — | | | | | $ | — | | | | | $ | 14,982 | | | | | $ | (2,259) | | | | | $ | (12,326) | | | | | $ | 397 | | | | | $ | 5,800 | | | | | $ | 6,197 | |

| Non-cash capital commitment | | | — | | | | | | — | | | | | | (16) | | |

| Non-cash loss on Athene equity swap | | | — | | | | | | — | | | | | | (61) | | |

| Non-cash issuance of AOG units to Athene | | | — | | | | | | — | | | | | | 1,215 | | |

| Other non-cash financing activities | | | — | | | | | | (9) | | | | | | 37 | | |

| Distributions paid to non-controlling interests | | | (1,180) | | | | | | (980) | | | | | | (367) | | |

| Reinsurance recoverable | | | [removed: 4,367] [added: 4,154] | | | | | | — | | | | | | — | | | | | | [removed: 4,367] [added: 4,154] | | |

| Deferred acquisition costs, deferred sales inducements and value of business acquired | | | [removed: 5,576] [added: 5,979] | | | | | | — | | | | | | — | | | | | | [removed: 5,576] [added: 5,979] | | |

| Other assets | | | [removed: 10,917] [added: 2,331] | | | | | | — | | | | | | [removed: (15)] [added: —] | | | | | | [removed: 10,902] [added: 2,331] | | |

| Interest sensitive contract liabilities | | | [removed: 173,653] [added: 173,616] | | | | | | — | | | | | | — | | | | | | [removed: 173,653] [added: 173,616] | | |

| Future policy benefits | | | [removed: 55,328] [added: 53,287] | | | | | | — | | | | | | — | | | | | | [removed: 55,328] [added: 53,287] | | |

| Commitments and Contingencies (note [removed: 18)] [added: 20)] | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Redeemable] [added: Redeemable] non-controlling [removed: interests:] [added: interests] | | | [added: —] | | | | | | [added: 12] | | | | | | [added: —] | | | | | | [added: 12] | | |

| Retained earnings (accumulated deficit) | | | [removed: (2,254)] [added: (1,002)] | | | | | | 11,734 | | | | | | (11,739) | | | | | | [removed: (2,259)] [added: (1,007)] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (12,327)] [added: (5,575)] | | | | | | [removed: (34)] [added: (19)] | | | | | | [removed: 35] [added: 19] | | | | | | [removed: (12,326)] [added: (5,575)] | | |

| Total AGM Stockholders’ Equity | | | [removed: 459] [added: 6,701] | | | | | | 11,628 | | | | | | [removed: (11,690)] [added: (11,689)] | | | | | | [removed: 397] [added: 6,640] | | |

| Non-controlling interests | | | [removed: 2,677] [added: 4,603] | | | | | | 2,937 | | | | | | 186 | | | | | | [removed: 5,800] [added: 7,726] | | |

| Total Liabilities, Redeemable non-controlling interests and Equity | | | $ | [removed: 252,604] [added: 250,487] | | | | | $ | 18,301 | | | | | $ | [removed: (11,572)] [added: (11,571)] | | | | | $ | [removed: 259,333] [added: 257,217] | |

| Cash and cash equivalents | | | [removed: $ | 915] [added: —] | | | | | [removed: $] | [removed: 2] [added: 62] | | | | | [removed: $] | — | | | | | [removed: $] | [removed: 917] [added: 62] | | [added: |]

| Restricted cash and cash equivalents | | | [removed: 18] [added: 2] | | | | | | [removed: 690] [added: —] | | | | | | — | | | | | | [removed: 708] [added: 2] | | |

| Cash and cash equivalents | | | — | | | | | | [removed: 463] [added: 98] | | | | | | — | | | | | | [removed: 463] [added: 98] | | |

| Due from related parties | | | [removed: 587] [added: 464] | | | | | | [removed: (9)] [added: —] | | | | | | [removed: (88)] [added: (15)] | | | | | | [removed: 490] [added: 449] | | |

| Accounts payable, accrued expenses, and other liabilities | | | $ | [removed: 2,731] [added: 3,333] | | | | | $ | [removed: 146] [added: 5] | | | | | $ | [removed: (30)] [added: —] | | | | | $ | [removed: 2,847] [added: 3,338] | |

| Due to related parties | | | [removed: 1,231] [added: 897] | | | | | | [removed: 10] [added: —] | | | | | | [removed: (19)] [added: (27)] | | | | | | [removed: 1,222] [added: 870] | | |

| Other liabilities | | | — | | | | | | [removed: 867] [added: 1,145] | | | | | | [removed: (86)] [added: —] | | | | | | [removed: 781] [added: 1,145] | | |

| [removed: Redeemable] [added: Redeemable] non-controlling [removed: interests] [added: interests] | | | [removed: —] | | | | | | [removed: 1,762] | | | | | | [removed: 8] | | | | | | [removed: 1,770] | | |

| Additional paid in capital | | | [removed: 2,166] [added: 15,282] | | | | | | [removed: (98)] [added: (34)] | | | | | | [removed: 28] [added: 1] | | | | | | [removed: 2,096] [added: 15,249] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (5)] [added: (7,337)] | | | | | | [removed: (13)] [added: (34)] | | | | | | [removed: 13] [added: 36] | | | | | | [removed: (5)] [added: (7,335)] | | |

| Total Liabilities, Redeemable non-controlling interests and Equity | | | $ | [removed: 13,573] [added: 306,212] | | | | | $ | [removed: 17,697] [added: 21,041] | | | | | $ | [removed: (768)] [added: (13,765)] | | | | | $ | [removed: 30,502] [added: 313,488] | |

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 2,748 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,748 | |

| Investments | | | 5,673 | | | | | | — | | | | | | (171) | | | | | | 5,502 | | |

| Investments | | | — | | | | | | 1,690 | | | | | | (50) | | | | | | 1,640 | | |

| Other assets | | | — | | | | | | 204 | | | | | | (27) | | | | | | 177 | | |

| | | | 11,482 | | | | | | 1,956 | | | | | | (263) | | | | | | 13,175 | | |

| Cash and cash equivalents | | | 13,020 | | | | | | — | | | | | | — | | | | | | 13,020 | | |

| Restricted cash and cash equivalents | | | 1,761 | | | | | | — | | | | | | — | | | | | | 1,761 | | |

| Investments | | | 213,099 | | | | | | — | | | | | | — | | | | | | 213,099 | | |

| Investments in related parties | | | 39,194 | | | | | | — | | | | | | (13,352) | | | | | | 25,842 | | |

| Investments | | | 1,453 | | | | | | 18,886 | | | | | | (107) | | | | | | 20,232 | | |

| Other assets | | | 9 | | | | | | 101 | | | | | | — | | | | | | 110 | | |

| Goodwill | | | 4,065 | | | | | | — | | | | | | — | | | | | | 4,065 | | |

| Other assets | | | 11,996 | | | | | | — | | | | | | (43) | | | | | | 11,953 | | |

| | | | 294,730 | | | | | | 19,085 | | | | | | (13,502) | | | | | | 300,313 | | |

| Total Assets | | | $ | 306,212 | | | | | $ | 21,041 | | | | | $ | (13,765) | | | | | $ | 313,488 | |

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Debt | | | 3,883 | | | | | | — | | | | | | — | | | | | | 3,883 | | |

| | | | 8,113 | | | | | | 1,150 | | | | | | (27) | | | | | | 9,236 | | |

| Interest sensitive contract liabilities | | | 204,670 | | | | | | — | | | | | | — | | | | | | 204,670 | | |

| Market risk benefits | | | 3,751 | | | | | | — | | | | | | — | | | | | | 3,751 | | |

| Debt | | | 4,209 | | | | | | — | | | | | | — | | | | | | 4,209 | | |

| Payables for collateral on derivatives and securities to repurchase | | | 7,536 | | | | | | — | | | | | | — | | | | | | 7,536 | | |

| Other liabilities | | | 4,456 | | | | | | — | | | | | | — | | | | | | 4,456 | | |

| Other liabilities | | | 38 | | | | | | 1,076 | | | | | | (16) | | | | | | 1,098 | | |

| | | | 277,947 | | | | | | 1,076 | | | | | | (16) | | | | | | 279,007 | | |

| Total Liabilities | | | 286,060 | | | | | | 2,226 | | | | | | (43) | | | | | | 288,243 | | |

| Mandatory Convertible Preferred Stock | | | 1,398 | | | | | | — | | | | | | — | | | | | | 1,398 | | |

| Retained earnings (accumulated deficit) | | | 2,948 | | | | | | 13,693 | | | | | | (13,669) | | | | | | 2,972 | | |

| Total AGM Stockholders’ Equity | | | 14,053 | | | | | | 13,640 | | | | | | (13,649) | | | | | | 14,044 | | |

| Non-controlling interests | | | 6,099 | | | | | | 5,163 | | | | | | (73) | | | | | | 11,189 | | |

| Total Equity | | | 20,152 | | | | | | 18,803 | | | | | | (13,722) | | | | | | 25,233 | | |

| Asset Management | | | | | | | | | | | | | | | | | | | | | | | |

| Goodwill | | | 264 | | | | | | — | | | | | | — | | | | | | 264 | | |

| Retirement Services | | | | | | | | | | | | | | | | | | | | | | | |

| Assets of consolidated variable interest entities | | | | | | | | | | | | | | | | | | | | | | | |

| Reinsurance recoverable | | | 4,358 | | | | | | — | | | | | | — | | | | | | 4,358 | | |

| Deferred acquisition costs, deferred sales inducements and value of business acquired | | | 4,466 | | | | | | — | | | | | | — | | | | | | 4,466 | | |

| Other assets | | | 9,919 | | | | | | — | | | | | | (14) | | | | | | 9,905 | | |

| | | | 240,482 | | | | | | 14,673 | | | | | | (11,340) | | | | | | 243,815 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 242,599 | | | | | | 14,673 | | | | | | (11,341) | | | | | | 245,931 | | |

| Total Assets | | | $ | 252,604 | | | | | $ | 18,301 | | | | | $ | (11,572) | | | | | $ | 259,333 | |

[Ta](#i2f61ff38701a40078299033730cac25c_7)[ble of Contents](#i2f61ff38701a40078299033730cac25c_7)

| | | | 242,683 | | | | | | 691 | | | | | | (6) | | | | | | 243,368 | | |

| Total Liabilities | | | 249,468 | | | | | | 2,709 | | | | | | (73) | | | | | | 252,104 | | |

| Total Equity | | | 3,136 | | | | | | 14,565 | | | | | | (11,504) | | | | | | 6,197 | | |

| | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | |

| Investments | | | 10,474 | | | | | | 1,162 | | | | | | (282) | | | | | | 11,354 | | |

| Investments | | | — | | | | | | 15,133 | | | | | | (396) | | | | | | 14,737 | | |

| Other assets | | | — | | | | | | 253 | | | | | | (1) | | | | | | 252 | | |

| Goodwill | | | 117 | | | | | | — | | | | | | — | | | | | | 117 | | |

| Other assets | | | 1,462 | | | | | | 3 | | | | | | (1) | | | | | | 1,464 | | |

| Total Assets | | | $ | 13,573 | | | | | $ | 17,697 | | | | | $ | (768) | | | | | $ | 30,502 | |

| Debt | | | 3,134 | | | | | | — | | | | | | — | | | | | | 3,134 | | |

| Debt, at fair value | | | — | | | | | | 8,068 | | | | | | (125) | | | | | | 7,943 | | |

| Notes payable | | | — | | | | | | 2,714 | | | | | | (103) | | | | | | 2,611 | | |

| Total Liabilities | | | 7,096 | | | | | | 11,805 | | | | | | (363) | | | | | | 18,538 | | |

| Series A Preferred Stock | | | 264 | | | | | | — | | | | | | — | | | | | | 264 | | |

| Series B Preferred Stock | | | 290 | | | | | | — | | | | | | — | | | | | | 290 | | |

| Retained earnings | | | 1,165 | | | | | | 433 | | | | | | (454) | | | | | | 1,144 | | |

| Total AGM Stockholders’ Equity | | | 3,880 | | | | | | 322 | | | | | | (413) | | | | | | 3,789 | | |

| Non-controlling interests | | | 2,597 | | | | | | 3,808 | | | | | | — | | | | | | 6,405 | | |

| Total Equity | | | 6,477 | | | | | | 4,130 | | | | | | (413) | | | | | | 10,194 | | |

Management conducted an assessment of the effectiveness of Apollo’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on the framework established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined that Apollo’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] was effective.