filings.toolsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
661K characters. Original on sec.gov · Markdown
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Apollo Global Management, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial condition of Apollo Global Management, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 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, 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, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
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.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Performance Allocations— Refer to Note 2**, Summary of Significant Accounting Policies**
Critical Audit Matter Description
The Company, through its asset management business, recognizes performance allocations from the funds it manages within investment income to the extent these funds meet or achieve certain performance criteria. The Company recognizes performance allocations each reporting period based on the terms outlined in the respective fund governing agreements. Further, the fair value of the underlying investments held by the funds is a significant input to the evaluation and recognition of performance allocations.
Certain funds may hold significant illiquid investments whose fair values are based on unobservable inputs. These investments have limited observable market activity and changes in the fair value of these investments directly impact the amount of performance allocations the Company is entitled to recognize as investment income for the period.
Auditing the performance allocation calculations involves critical evaluation of the appropriate legal interpretation and application of the terms of the respective fund governing agreements, inclusive of any contingent repayment provisions. Auditing the fair value of illiquid investments, which are based on unobservable inputs, involves especially subjective auditor judgment and the subject matter expertise of our fair value specialists to evaluate the appropriateness of the valuation methods, assumptions, and unobservable inputs used by the Company to determine fair value.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the funds’ performance allocation calculations and the testing of fair value of illiquid investments held by the funds included the following, among others:
-
We involved senior, more experienced audit team members in the performance of our audit procedures.
-
We tested the design and operating effectiveness of controls over management’s performance allocation calculations and the determination of the fair value of illiquid investments.
-
We evaluated, on a sample basis, whether the Company’s performance allocation calculations were performed in accordance with the terms of the funds’ governing agreements.
-
We utilized our fair value specialists to assist in our evaluation of the valuation methods, assumptions and unobservable inputs used by the Company to determine the fair value of certain illiquid investments held by the funds.
-
We evaluated the Company’s historical ability to accurately estimate the fair value of illiquid investments by comparing previous estimates of fair value to market transactions with third parties.
Valuation of Certain Structured Level 3 Asset-Backed Securities - Refer to Note 5**, Investments,** Note 8**, Fair Value,** and Note 19, Related Parties
Critical Audit Matter Description
Investments in certain structured Level 3 asset-backed securities held by the Company, through its retirement services business, are reported at fair value in the consolidated financial statements. These investments without readily determinable market values, are valued using significant unobservable inputs that involve considerable judgment by management. The Company uses internal modeling techniques based on projected cash flows and certain other unobservable inputs to value its structured Level 3 asset-backed securities. The significant unobservable inputs may include discount rates, issue specific credit adjustments, material non-public financial information, estimation of future earnings and cash flows, default rate assumptions, and liquidity assumptions.
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 required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation models and significant unobservable inputs utilized by the Company to estimate the fair value of investments in certain structured Level 3 asset-backed securities included the following, among others:
-
We involved senior, more experienced audit team members in the performance of our audit procedures.
-
We tested the design and operating effectiveness of controls over management’s determination of the fair value of these securities.
-
With the assistance of our fair value specialists, we:
–Evaluated the valuation models and unobservable inputs used by the Company to estimate fair value for a sample of these securities.
–Developed independent fair value estimates and compared our estimates to the Company’s estimates for a sample of these securities.
- On a sample basis, we evaluated the Company’s historical ability to accurately estimate the fair value of these securities by comparing previous estimates of fair value to market transactions with third parties adjusted for changes in market conditions.
Adoption of Long Duration Targeted Improvements (LDTI) - Refer to Note 2, Summary of Significant Accounting Policies**, and Note 3,** Adoption of Accounting Pronouncement
Critical Audit Matter Description
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.
How the Critical Audit Matter Was Addressed in the Audit
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 involved senior, more experienced audit team members, including fair value and actuarial specialists, to plan and perform audit procedures.
-
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.
-
We involved our actuarial specialists, to assist us in evaluating the reasonableness and conceptual soundness of the methodology and changes made to the measurement models.
Certain Assumptions Used in the Valuation of Future Policy Benefits, Market Risk Benefits, and Interest Sensitive Contract Liabilities - Refer to Note 2, Summary of Significant Accounting Policies**, Note 8,** Fair Value**, and Note 12,** Long-duration Contracts
Critical Audit Matter Description
The Company determines estimated valuations of Future Policy Benefits, Market Risk Benefits, and Interest Sensitive Contract Liabilities, which include embedded derivatives. The Company’s valuations are based on actuarial methodologies and include significant unobservable inputs associated with underlying economic and future policyholder behavior assumptions.
Significant judgment is applied by the Company in determining these assumptions. 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 Future Policy Benefits, Market Risk Benefits, and Interest Sensitive Contract Liabilities, which include embedded derivatives.
Given the significant judgement involved with determining these economic and policyholder behavior assumptions, auditing these estimates requires a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value and actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to these economic and policyholder behavior assumptions determined by the Company included the following, among others:
-
We involved senior, more experienced audit team members, including fair value and actuarial specialists, to plan and perform audit procedures.
-
We tested the design and operating effectiveness of controls over management’s development of these assumptions, including those controls over the underlying data.
-
With the assistance of our fair value and actuarial specialists, we:
–Evaluated the methods, models, and judgements applied by the Company in determining these assumptions, including evaluating the results of experience studies or other data used as a basis for setting those assumptions.
–Evaluated the reasonableness of the Company’s assumptions by comparing those selected by management to those independently developed by our fair value and actuarial specialists, drawing upon standard actuarial and industry practices.
/s/ Deloitte & Touche LLP
New York, NY
February 27, 2024
We have served as the Company's auditor since 2007.
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| (In millions, except share data) | As of December 31, 2023 | As of December 31, 2022 | |||||||||
| Assets | |||||||||||
| Asset Management | |||||||||||
| Cash and cash equivalents | $ | 2,748 | $ | 1,201 | |||||||
| Restricted cash and cash equivalents | 2 | 1,048 | |||||||||
| Investments | 5,502 | 5,582 | |||||||||
| Assets of consolidated variable interest entities | |||||||||||
| Cash and cash equivalents | 62 | 110 | |||||||||
| Investments | 1,640 | 2,369 | |||||||||
| Other assets | 177 | 30 | |||||||||
| Due from related parties | 449 | 465 | |||||||||
| Goodwill | 264 | 264 | |||||||||
| Other assets | 2,331 | 2,333 | |||||||||
| 13,175 | 13,402 | ||||||||||
| Retirement Services | |||||||||||
| Cash and cash equivalents | 13,020 | 7,779 | |||||||||
| Restricted cash and cash equivalents | 1,761 | 628 | |||||||||
| Investments | 213,099 | 172,488 | |||||||||
| Investments in related parties | 25,842 | 23,960 | |||||||||
| Assets of consolidated variable interest entities | |||||||||||
| Cash and cash equivalents | 98 | 362 | |||||||||
| Investments | 20,232 | 15,699 | |||||||||
| Other assets | 110 | 112 | |||||||||
| Reinsurance recoverable | 4,154 | 4,358 | |||||||||
| Deferred acquisition costs, deferred sales inducements and value of business acquired | 5,979 | 4,466 | |||||||||
| Goodwill | 4,065 | 4,058 | |||||||||
| Other assets | 11,953 | 9,905 | |||||||||
| 300,313 | 243,815 | ||||||||||
| Total Assets | $ | 313,488 | $ | 257,217 | |||||||
| (Continued) | |||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| (In millions, except share data) | As of December 31, 2023 | As of December 31, 2022 | |||||||||
| Liabilities, Redeemable non-controlling interests and Equity | |||||||||||
| Liabilities | |||||||||||
| Asset Management | |||||||||||
| Accounts payable, accrued expenses, and other liabilities | $ | 3,338 | $ | 2,975 | |||||||
| Due to related parties | 870 | 998 | |||||||||
| Debt | 3,883 | 2,814 | |||||||||
| Liabilities of consolidated variable interest entities | |||||||||||
| Notes payable | — | 50 | |||||||||
| Other liabilities | 1,145 | 1,899 | |||||||||
| 9,236 | 8,736 | ||||||||||
| Retirement Services | |||||||||||
| Interest sensitive contract liabilities | 204,670 | 173,616 | |||||||||
| Future policy benefits | 53,287 | 42,110 | |||||||||
| Market risk benefits | 3,751 | 2,970 | |||||||||
| Debt | 4,209 | 3,658 | |||||||||
| Payables for collateral on derivatives and securities to repurchase | 7,536 | 6,707 | |||||||||
| Other liabilities | 4,456 | 3,213 | |||||||||
| Liabilities of consolidated variable interest entities | |||||||||||
| Other liabilities | 1,098 | 809 | |||||||||
| 279,007 | 233,083 | ||||||||||
| Total Liabilities | 288,243 | 241,819 | |||||||||
| Commitments and Contingencies (note 20) | |||||||||||
| Redeemable non-controlling interests | |||||||||||
| Redeemable non-controlling interests | 12 | 1,032 | |||||||||
| Equity | |||||||||||
| Mandatory Convertible Preferred Stock, 28,750,000 and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 1,398 | — | |||||||||
| Common Stock, $0.00001 par value, 90,000,000,000 shares authorized, 567,762,932 and 570,276,188 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | — | — | |||||||||
| Additional paid in capital | 15,249 | 14,982 | |||||||||
| Retained earnings (accumulated deficit) | 2,972 | (1,007) | |||||||||
| Accumulated other comprehensive income (loss) | (5,575) | (7,335) | |||||||||
| Total Apollo Global Management, Inc. Stockholders’ Equity | 14,044 | 6,640 | |||||||||
| Non-controlling interests | 11,189 | 7,726 | |||||||||
| Total Equity | 25,233 | 14,366 | |||||||||
| Total Liabilities, Redeemable non-controlling interests and Equity | $ | 313,488 | $ | 257,217 | |||||||
| (Concluded) | |||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions, except per share data) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Management fees | $ | 1,772 | $ | 1,503 | $ | 1,921 | |||||||||||||||||||||||
| Advisory and transaction fees, net | 623 | 443 | 302 | ||||||||||||||||||||||||||
| Investment income (loss) | 1,032 | 796 | 3,699 | ||||||||||||||||||||||||||
| Incentive fees | 80 | 27 | 29 | ||||||||||||||||||||||||||
| 3,507 | 2,769 | 5,951 | |||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Premiums | 12,749 | 11,638 | — | ||||||||||||||||||||||||||
| Product charges | 848 | 718 | — | ||||||||||||||||||||||||||
| Net investment income | 12,080 | 8,148 | — | ||||||||||||||||||||||||||
| Investment related gains (losses) | 1,428 | (12,717) | — | ||||||||||||||||||||||||||
| Revenues of consolidated variable interest entities | 1,441 | 440 | — | ||||||||||||||||||||||||||
| Other revenues | 591 | (28) | — | ||||||||||||||||||||||||||
| 29,137 | 8,199 | — | |||||||||||||||||||||||||||
| Total Revenues | 32,644 | 10,968 | 5,951 | ||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Compensation and benefits | 2,722 | 1,943 | 3,493 | ||||||||||||||||||||||||||
| Interest expense | 145 | 124 | 138 | ||||||||||||||||||||||||||
| General, administrative and other | 872 | 682 | 482 | ||||||||||||||||||||||||||
| 3,739 | 2,749 | 4,113 | |||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Interest sensitive contract benefits | 6,229 | 538 | — | ||||||||||||||||||||||||||
| Future policy and other policy benefits | 14,434 | 12,465 | — | ||||||||||||||||||||||||||
| Market risk benefits remeasurement (gains) losses | 404 | (1,657) | — | ||||||||||||||||||||||||||
| Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired | 688 | 444 | — | ||||||||||||||||||||||||||
| Policy and other operating expenses | 1,837 | 1,372 | — | ||||||||||||||||||||||||||
| 23,592 | 13,162 | — | |||||||||||||||||||||||||||
| Total Expenses | 27,331 | 15,911 | 4,113 | ||||||||||||||||||||||||||
| Other income (loss) – Asset Management | |||||||||||||||||||||||||||||
| Net gains (losses) from investment activities | 7 | 165 | 2,611 | ||||||||||||||||||||||||||
| Net gains (losses) from investment activities of consolidated variable interest entities | 130 | 494 | 557 | ||||||||||||||||||||||||||
| Other income (loss), net | 136 | 38 | (145) | ||||||||||||||||||||||||||
| Total Other income (loss) | 273 | 697 | 3,023 | ||||||||||||||||||||||||||
| Income (loss) before income tax (provision) benefit | 5,586 | (4,246) | 4,861 | ||||||||||||||||||||||||||
| Income tax (provision) benefit | 923 | 739 | (594) | ||||||||||||||||||||||||||
| Net income (loss) | 6,509 | (3,507) | 4,267 | ||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (1,462) | 1,546 | (2,428) | ||||||||||||||||||||||||||
| Net income (loss) attributable to Apollo Global Management, Inc. | 5,047 | (1,961) | 1,839 | ||||||||||||||||||||||||||
| Preferred stock dividends | (46) | — | (37) | ||||||||||||||||||||||||||
| Net income (loss) attributable to Apollo Global Management, Inc. common stockholders | $ | 5,001 | $ | (1,961) | $ | 1,802 | |||||||||||||||||||||||
| Earnings (loss) per share | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders - Basic | $ | 8.32 | $ | (3.43) | $ | 7.32 | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders - Diluted | $ | 8.28 | $ | (3.43) | $ | 7.32 | |||||||||||||||||||||||
| Weighted average shares outstanding – Basic | 581.4 | 584.7 | 236.6 | ||||||||||||||||||||||||||
| Weighted average shares outstanding – Diluted | 588.8 | 584.7 | 236.6 | ||||||||||||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Net income (loss) | $ | 6,509 | $ | (3,507) | $ | 4,267 | |||||||||||||||||||||||
| Other comprehensive income (loss), before tax | |||||||||||||||||||||||||||||
| Unrealized investment gains (losses) on available-for-sale securities | 5,284 | (18,158) | — | ||||||||||||||||||||||||||
| Unrealized gains (losses) on hedging instruments | (199) | 4 | — | ||||||||||||||||||||||||||
| Remeasurement gains (losses) on future policy benefits related to discount rate | (2,236) | 8,425 | — | ||||||||||||||||||||||||||
| Remeasurement gains (losses) on market risk benefits related to credit risk | (374) | 366 | — | ||||||||||||||||||||||||||
| Foreign currency translation and other adjustments | 65 | (58) | (32) | ||||||||||||||||||||||||||
| Other comprehensive income (loss), before tax | 2,540 | (9,421) | (32) | ||||||||||||||||||||||||||
| Income tax expense (benefit) related to other comprehensive income (loss) | 513 | (1,933) | — | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | 2,027 | (7,488) | (32) | ||||||||||||||||||||||||||
| Comprehensive income (loss) | 8,536 | (10,995) | 4,235 | ||||||||||||||||||||||||||
| Comprehensive (income) loss attributable to non-controlling interests | (1,732) | 1,704 | (2,399) | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Apollo Global Management, Inc. | $ | 6,804 | $ | (9,291) | $ | 1,836 | |||||||||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF EQUITY
| For the year ended December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apollo Global Management, Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | AAM Class A Common Stock | AAM Class B Common Stock | AAM Class C Common Stock | AAM Series A Preferred Stock | AAM Series B Preferred Stock | Additional Paid in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Apollo Global Management, Inc. Stockholders’ Equity (Deficit) | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2021 | 229 | — | — | $ | 264 | $ | 290 | $ | 877 | $ | — | $ | (2) | $ | 1,429 | $ | 4,084 | $ | 5,513 | ||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of VIEs | — | — | — | — | — | — | — | — | — | (148) | (148) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of redeemable non-controlling interests | — | — | — | — | — | (70) | — | — | (70) | — | (70) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock related to equity transactions | — | — | — | — | — | 22 | — | — | 22 | — | 22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pledge of common stock | — | — | — | — | — | 126 | — | — | 126 | — | 126 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of limited partnership interests | — | — | — | — | — | (27) | — | — | (27) | (521) | (548) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dilution impact of issuance of common stock | — | — | — | — | — | (9) | — | — | (9) | — | (9) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital increase related to equity-based compensation | — | — | — | — | — | 1,152 | — | — | 1,152 | — | 1,152 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions | — | — | — | — | — | — | — | — | — | 2,280 | 2,280 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends/distributions | — | — | — | (18) | (19) | — | (517) | — | (554) | (1,504) | (2,058) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to issuances of common stock for equity-based awards | 6 | — | — | — | — | 78 | (141) | — | (63) | — | (63) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (5) | — | — | — | — | (299) | — | — | (299) | — | (299) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of AOG Units for common stock | 19 | — | — | — | — | 246 | — | — | 246 | (185) | 61 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 18 | 19 | — | 1,802 | — | 1,839 | 2,428 | 4,267 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | (3) | (3) | (29) | (32) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 249 | — | — | $ | 264 | $ | 290 | $ | 2,096 | $ | 1,144 | $ | (5) | $ | 3,789 | $ | 6,405 | $ | 10,194 | ||||||||||||||||||||||||||||||||||||||||||||||
| (Continued) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF EQUITY
| For the year ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apollo Global Management, Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Common Stock | AAM Series A Preferred Stock | AAM Series B Preferred Stock | Additional Paid in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Apollo Global Management, Inc. Stockholders’ Equity (Deficit) | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | 249 | $ | 264 | $ | 290 | $ | 2,096 | $ | 1,144 | $ | (5) | $ | 3,789 | $ | 6,405 | $ | 10,194 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Merger with Athene | 166 | — | — | 13,050 | — | — | 13,050 | 4,942 | 17,992 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | — | — | — | 142 | — | — | 142 | — | 142 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of preferred stock to non-controlling interests | — | (264) | (290) | — | — | — | (554) | 554 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidation/deconsolidation of VIEs | — | — | — | 8 | (7) | — | 1 | (3,649) | (3,648) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock related to equity transactions | 4 | — | — | 252 | — | — | 252 | — | 252 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of redeemable non-controlling interests | — | — | — | (67) | — | — | (67) | — | (67) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital increase related to equity-based compensation | — | — | — | 462 | — | — | 462 | — | 462 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions | — | — | — | — | — | — | — | 4,816 | 4,816 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends/distributions | — | — | — | (962) | — | — | (962) | (1,047) | (2,009) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions between entities under common control | — | — | — | 20 | — | — | 20 | — | 20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to issuances of common stock for equity-based awards | 6 | — | — | 36 | (183) | — | (147) | — | (147) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (11) | — | — | (635) | — | — | (635) | — | (635) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of AOG Units for common stock | 156 | — | — | 580 | — | — | 580 | (2,591) | (2,011) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | (1,961) | — | (1,961) | (1,546) | (3,507) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | (7,330) | (7,330) | (158) | (7,488) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 570 | $ | — | $ | — | $ | 14,982 | $ | (1,007) | $ | (7,335) | $ | 6,640 | $ | 7,726 | $ | 14,366 | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Continued) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF EQUITY
| For the year ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apollo Global Management, Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Common Stock | Series A Mandatory Convertible Preferred Stock | Additional Paid in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Apollo Global Management, Inc. Stockholders’ Equity (Deficit) | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | 570 | — | $ | 14,982 | $ | (1,007) | $ | (7,335) | $ | 6,640 | $ | 7,726 | $ | 14,366 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other changes in equity of non-controlling interests | — | — | — | — | — | — | (250) | (250) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of redeemable non-controlling interests | — | — | (15) | — | — | (15) | — | (15) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liquidation of SPACs | — | — | 71 | 9 | — | 80 | — | 80 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity issued in connection with Mandatory Convertible Preferred Stock | — | 1,398 | — | — | — | 1,398 | — | 1,398 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital increase related to equity-based compensation | — | — | 947 | — | — | 947 | — | 947 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions | — | — | — | — | — | — | 2,863 | 2,863 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends/distributions | — | (46) | (241) | (771) | — | (1,058) | (836) | (1,894) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to issuances of common stock for equity-based awards | 6 | — | 41 | (260) | — | (219) | — | (219) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (8) | — | (563) | — | — | (563) | — | (563) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | — | — | 21 | — | — | 21 | — | 21 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of subsidiary equity interests | — | — | (5) | — | — | (5) | (575) | (580) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary issuance of equity interests | — | — | 11 | — | 3 | 14 | 570 | 584 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | 46 | — | 5,001 | — | 5,047 | 1,421 | 6,468 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | 1,757 | 1,757 | 270 | 2,027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 568 | 1,398 | $ | 15,249 | $ | 2,972 | $ | (5,575) | $ | 14,044 | $ | 11,189 | $ | 25,233 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Concluded) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years ended December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||
| Net Income (Loss) | $ | 6,509 | $ | (3,507) | $ | 4,267 | |||||||||||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: | |||||||||||||||||
| Equity-based compensation | 1,026 | 540 | 1,181 | ||||||||||||||
| Net investment income | (1,140) | (1,306) | (3,699) | ||||||||||||||
| Net recognized (gains) losses on investments and derivatives | (2,073) | 5,735 | (3,165) | ||||||||||||||
| Depreciation and amortization | 803 | 529 | 27 | ||||||||||||||
| Net amortization of net investment premiums, discount and other | 81 | 285 | — | ||||||||||||||
| Policy acquisition costs deferred | (1,570) | (1,127) | — | ||||||||||||||
| Other non-cash amounts included in net income (loss), net | (415) | 321 | 642 | ||||||||||||||
| Changes in consolidation | (54) | (482) | (48) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Purchases of investments by Funds and VIEs | (5,744) | (7,139) | (4,725) | ||||||||||||||
| Proceeds from sale of investments by Funds and VIEs | 5,464 | 3,995 | 3,534 | ||||||||||||||
| Interest sensitive contract liabilities | 3,917 | (1,337) | — | ||||||||||||||
| Future policy benefits, market risk benefits and reinsurance recoverable | 4,333 | 3,901 | — | ||||||||||||||
| Other assets and liabilities, net | (4,815) | 3,381 | 3,050 | ||||||||||||||
| Net cash provided by operating activities | $ | 6,322 | $ | 3,789 | $ | 1,064 | |||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||
| Purchases of investments and contributions to equity method investments | $ | (4,650) | $ | (3,992) | $ | — | |||||||||||
| Purchases of available-for-sale securities | (37,263) | (36,684) | — | ||||||||||||||
| Purchases of mortgage loans | (20,972) | (12,951) | — | ||||||||||||||
| Purchases of investment funds | (2,678) | (6,308) | (1,024) | ||||||||||||||
| Purchases of U.S. Treasury securities | (490) | (4,939) | (4,491) | ||||||||||||||
| Purchases of derivatives instruments and other investments | (5,637) | (3,008) | — | ||||||||||||||
| Sales, maturities and repayments of investments and distributions from equity method investments | 29,052 | 34,295 | 4,032 | ||||||||||||||
| Cash acquired through merger | — | 10,420 | — | ||||||||||||||
| Other investing activities, net | 231 | (277) | (69) | ||||||||||||||
| Net cash used in investing activities | $ | (42,407) | $ | (23,444) | $ | (1,552) | |||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||
| Issuance of debt | $ | 4,912 | $ | 5,745 | $ | 1,334 | |||||||||||
| Repayment of debt | (3,780) | (4,033) | (1,968) | ||||||||||||||
| Redemption of subsidiary equity interests | (575) | — | — | ||||||||||||||
| Repurchase of common stock | (561) | (635) | (299) | ||||||||||||||
| Common stock dividends | (1,012) | (962) | (517) | ||||||||||||||
| Preferred stock dividends | (22) | — | (37) | ||||||||||||||
| Distributions paid to non-controlling interests | (766) | (1,050) | (1,498) | ||||||||||||||
| Contributions from non-controlling interests | 2,863 | 4,816 | 2,280 | ||||||||||||||
| Distributions to redeemable non-controlling interests | (1,072) | (776) | — | ||||||||||||||
| Proceeds from issuance of Class A units of SPAC, net of underwriting and offering costs | — | — | 1,001 | ||||||||||||||
| Issuance of Mandatory Convertible Preferred stock, net of issuance costs | 1,398 | — | — | ||||||||||||||
| Deposits on investment-type policies and contracts | 53,660 | 33,920 | — | ||||||||||||||
| Withdrawals on investment-type policies and contracts | (14,125) | (10,209) | — | ||||||||||||||
| Subsidiary issuance of equity interests to non-controlling interests | 632 | — | — | ||||||||||||||
| Net change in cash collateral posted for derivative transactions and securities to repurchase | 829 | (330) | — | ||||||||||||||
| (Continued) | |||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years ended December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||
| Other financing activities, net | 257 | 2,224 | (187) | ||||||||||||||
| Net cash provided by financing activities | $ | 42,638 | $ | 28,710 | $ | 109 | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 10 | (15) | — | ||||||||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities | 6,563 | 9,040 | (379) | ||||||||||||||
| Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, Beginning of Period | 11,128 | 2,088 | 2,467 | ||||||||||||||
| Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, End of Period | $ | 17,691 | $ | 11,128 | $ | 2,088 | |||||||||||
| Supplemental Disclosure of Cash Flow Information | |||||||||||||||||
| Cash paid for taxes | $ | 358 | $ | 1,007 | $ | 121 | |||||||||||
| Cash paid for interest | 720 | 566 | 556 | ||||||||||||||
| Non-cash transactions | |||||||||||||||||
| Non-Cash Investing Activities | |||||||||||||||||
| Asset Management and Other | |||||||||||||||||
| Contributions to principal investments | — | — | 58 | ||||||||||||||
| Distributions from principal investments | 1 | 7 | 93 | ||||||||||||||
| Purchases of other investments, at fair value | 10 | 9 | — | ||||||||||||||
| Acquisition of goodwill and intangibles | — | 335 | — | ||||||||||||||
| Retirement Services | |||||||||||||||||
| Investments received from settlements on reinsurance agreements | 1,129 | 36 | — | ||||||||||||||
| Reduction in investments relating to recapture of reinsurance agreement | 482 | — | — | ||||||||||||||
| Investments received at inception of reinsurance agreements | 2,158 | — | — | ||||||||||||||
| Investments received from pension group annuity premiums | 4,776 | 4,185 | — | ||||||||||||||
| Assets contributed to consolidated VIEs | — | 8,007 | — | ||||||||||||||
| Investments exchanged with third-party cedants | 145 | 612 | — | ||||||||||||||
| Non-Cash Financing Activities | |||||||||||||||||
| Asset Management and Other | |||||||||||||||||
| Capital increases related to equity-based compensation | 867 | 413 | 1,152 | ||||||||||||||
| Purchase of limited partnership interests | — | — | 570 | ||||||||||||||
| Issuance of restricted shares | 41 | 36 | 79 | ||||||||||||||
| Retirement Services | |||||||||||||||||
| Deposits on investment-type policies and contracts through reinsurance agreements | 99 | 878 | — | ||||||||||||||
| Withdrawals on investment-type policies and contracts through reinsurance agreements | 12,430 | 9,131 | — | ||||||||||||||
| Borrowings of variable interest entities settled with investments | 52 | — | — | ||||||||||||||
| Supplemental Disclosure of Cash Flow Information of Consolidated VIEs | |||||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||
| Purchases of investments - Asset Management | (5,743) | (7,190) | (4,725) | ||||||||||||||
| Proceeds from sale of investments - Asset Management | 5,464 | 4,192 | 3,534 | ||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||
| Purchases of investments - Retirement Services | (4,224) | (4,495) | — | ||||||||||||||
| Proceeds from sale of investments - Retirement Services | 468 | 1,763 | — | ||||||||||||||
| Purchase of U.S. Treasury Securities - Asset Management | — | (1,509) | (3,141) | ||||||||||||||
| Proceeds from maturities of U.S. Treasury Securities - Asset Management | — | 2,673 | 2,796 | ||||||||||||||
| (Continued) | |||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years ended December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||
| Issuance of debt | 3,944 | 5,757 | 1,334 | ||||||||||||||
| Principal repayment of debt | (3,834) | (4,032) | (1,950) | ||||||||||||||
| Distributions paid to non-controlling interests | (86) | (1,180) | (980) | ||||||||||||||
| Contributions from non-controlling interests | 1,861 | 5,077 | 2,280 | ||||||||||||||
| Distributions to redeemable non-controlling interests | (1,072) | — | 1,001 | ||||||||||||||
| Changes in Consolidation | |||||||||||||||||
| Investments, at fair value | (2,784) | (16,570) | — | ||||||||||||||
| Other assets | (7) | (216) | — | ||||||||||||||
| Debt, at fair value | — | 7,919 | — | ||||||||||||||
| Notes payable | 2,717 | 2,611 | — | ||||||||||||||
| Other liabilities | 28 | 610 | — | ||||||||||||||
| Non-controlling interest | 5 | 6,128 | — | ||||||||||||||
| Equity | 95 | — | — | ||||||||||||||
| Adjustments related to exchange of Apollo Operating Group units: | |||||||||||||||||
| Deferred tax assets | — | — | 347 | ||||||||||||||
| Due to affiliates | — | — | (288) | ||||||||||||||
| Additional paid in capital | — | — | (59) | ||||||||||||||
| Non-controlling Interest in Apollo Operating Group | — | — | 187 | ||||||||||||||
| Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Consolidated Statements of Financial Condition: | |||||||||||||||||
| Cash and cash equivalents | $ | 15,768 | $ | 8,980 | $ | 917 | |||||||||||
| Restricted cash and cash equivalents | 1,763 | 1,676 | 708 | ||||||||||||||
| Cash and cash equivalents held at consolidated variable interest entities | 160 | 472 | 463 | ||||||||||||||
| Total Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities | $ | 17,691 | $ | 11,128 | $ | 2,088 | |||||||||||
| (Concluded) | |||||||||||||||||
| See accompanying notes to the consolidated financial statements. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Apollo Global Management, Inc. together with its consolidated subsidiaries (collectively, “Apollo” or the “Company”) is a high-growth, global alternative asset manager and a retirement services provider. Its asset management business focuses on three investing strategies: yield, hybrid and equity. Through its asset management business, Apollo raises, invests and manages funds, accounts and other vehicles, on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds and insurance companies, as well as other institutional and individual investors. Apollo’s retirement services business is conducted by Athene, a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products for the increasing number of individuals and institutions seeking to fund retirement needs.
Merger with Athene
On January 1, 2022, Apollo and Athene completed the previously announced merger transactions pursuant to the Merger Agreement (the “Mergers”). As a result of the Mergers, AAM and AHL became consolidated subsidiaries of AGM.
Athene’s results are included in the consolidated financial statements commencing from the Merger Date. References herein to “Apollo” and the “Company” refer to AGM and its subsidiaries, including Athene, unless the context requires otherwise such as in sections where it refers to the asset management business only. See note 4 for additional information.
Corporate Recapitalization
In connection with the closing of the Mergers, the Company completed a corporate recapitalization (the “Corporate Recapitalization”) which resulted in the recapitalization of the Company from an umbrella partnership C corporation (“Up-C”) structure to a corporation with a single class of common stock with one vote per share.
Griffin Capital Acquisitions
On March 1, 2022, the company completed the acquisition of Griffin Capital’s U.S. wealth distribution business. On May 3, 2022, the Company completed the acquisition of the U.S. asset management business of Griffin Capital in exchange for closing consideration of $213 million and contingent consideration of $64 million, substantially all of which was settled in shares of AGM common stock, per the transaction agreement signed December 2, 2021. As a result of the final close, the Griffin Institutional Access Real Estate Fund and the Griffin Institutional Access Credit Fund are advised by Apollo and have been renamed the Apollo Diversified Real Estate Fund and Apollo Diversified Credit Fund, respectively.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP. The results of the Company and its subsidiaries are presented on a consolidated basis. Any ownership interest other than the Company’s interest in its subsidiaries is reflected as a non-controlling interest. Intercompany accounts and transactions have been eliminated. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the consolidated financial statements are presented fairly and that any estimates made are reasonable and prudent. Certain reclassifications have been made to previously reported amounts to conform to the current period’s presentation.
Furthermore, in conjunction with the Mergers, Apollo was deemed to be the accounting acquirer and Athene the accounting acquiree, which, for financial reporting purposes, results in Apollo’s historical financial information prior to the Mergers becoming that of the Company. Athene’s results before the Mergers have not been included in the consolidated financial statements of the Company. The consolidated financial statements include the assets, liabilities, operating results and cash flows of Athene from the date of acquisition. For information on Athene prior to the Mergers, please refer to the annual financial statements included in AHL’s annual report on Form 10-K for the year ended December 31, 2022.
Following the Mergers, the Company’s principal subsidiaries, AAM and AHL, together with their subsidiaries, operate an asset management business and a retirement services business, respectively, which possess distinct characteristics. As a result, the Company’s financial statement presentation is organized into two tiers: asset management and retirement services. The
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company believes that separate presentation provides a more informative view of the Company’s consolidated financial condition and results of operations than an aggregated presentation.
The following summary of significant accounting policies first includes those most significant to the overall Company and then specific accounting policies for each of the asset management and retirement services businesses, respectively.
Significant Accounting Policies – Overall
Consolidation
The Company consolidates entities where it has a controlling financial interest unless there is a specific scope exception that prevents consolidation. The types of entities with which the Company is involved generally include, but are not limited to:
-
subsidiaries, which includes AAM and its subsidiaries, including management companies and general partners of funds that the Company manages, and AHL and its subsidiaries
-
funds, including entities that have attributes of an investment company
-
SPACs
-
CLOs
Each of these entities is assessed for consolidation based on its specific facts and circumstances. In determining whether to consolidate an entity, the Company first evaluates whether the entity is a VIE or a VOE and applies the appropriate consolidation model as discussed below. If an entity is not consolidated, then the Company’s investment is generally accounted for under the equity method of accounting or as a financial instrument as discussed in the related policy discussions below.
Investment Companies
Judgment is required to evaluate whether an entity has the necessary characteristics to be accounted for as an investment company under U.S. GAAP. The funds managed by the Company that meet the investment company criteria reflect their investments at fair value. The Company has retained this specialized accounting for investment companies in consolidation.
Variable Interest Entities
All entities are first considered under the VIE model. VIEs are entities that 1) do not have sufficient equity at risk to finance their activities without additional subordinated financial support or 2) have equity investors at risk that do not have the ability to make significant decisions related to the entity’s operations, absorb expected losses, or receive expected residual returns.
The Company consolidates a VIE if it is the primary beneficiary of the entity. The Company is deemed the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“primary beneficiary power”) and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant (“significant variable interest”). The Company performs the VIE and primary beneficiary assessment at inception of its involvement with a VIE and on an ongoing basis if facts and circumstances change.
To assess whether the Company has the primary beneficiary power under the VIE consolidation model, it considers the design of the entity as well as ongoing rights and responsibilities. In general, the parties that can make the most significant decisions regarding asset management have control over servicing, liquidation rights or the unilateral right to remove the decision-makers. To assess whether the Company has a significant variable interest, the Company considers all its economic interests that are considered variable interests in the entity, including interests held through related parties. This assessment requires judgment in considering whether those interests are significant.
Assets and liabilities of the consolidated VIEs, other than SPACs, are primarily shown in separate sections within the consolidated statements of financial condition. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are primarily presented within net gains from investment activities of consolidated variable interest entities in the consolidated statements of operations. The portion attributable to non-controlling interests is reported within net income attributable to non-controlling interests in the consolidated statements of operations. For additional disclosures regarding VIEs, see notes 7 and 19.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Voting Interest Entities
Entities that are not determined to be VIEs are generally considered VOEs. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest. The Company does not consolidate those VOEs in which substantive kick-out rights have been granted to the unrelated investors to either dissolve the fund or remove the general partner.
Non-controlling Interests
For entities that are consolidated, but not wholly owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the consolidated financial statements. Non-controlling interests also include ownership interests in certain consolidated funds and VIEs.
Non-controlling interests are presented as a separate component of equity on the Company’s consolidated statements of financial condition. Net income (loss) includes the net income (loss) attributable to the holders of non-controlling interests on the Company’s consolidated statements of operations. Profits and losses are allocated to non-controlling interests in proportion to their relative ownership interests regardless of their basis.
Use of Estimates
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements and related footnotes. The Company’s most significant estimates include goodwill and intangible assets, income taxes, performance allocations, incentive fees, non-cash compensation, fair value of investments (including derivatives) and debt, impairment of investments and allowances for expected credit losses, and future policy benefit reserves. While such impact may change considerably over time, the estimates and assumptions affecting the Company’s consolidated financial statements are based on the best available information as of December 31, 2023. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments, including money market funds and U.S. Treasury securities, with original maturities of three months or less when purchased to be cash equivalents. Interest income from cash and cash equivalents is recorded in other income for asset management and net investment income for retirement services in the consolidated statements of operations. The carrying values of the money market funds and U.S. Treasury securities represent their fair values due to their short-term nature. Substantially all of the Company’s cash on deposit is in interest bearing accounts with major financial institutions and exceed insured limits.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represent balances that are restricted as to withdrawal or usage.
Restricted cash consists of cash and cash equivalents held in funds in trust as part of certain coinsurance agreements to secure statutory reserves and liabilities of the coinsured parties. Restricted cash also includes cash deposited at a bank that is pledged as collateral in connection with leased premises.
Restricted cash and cash equivalents also consists of money market funds and U.S. Treasury bills with original maturities of three months or less, that were purchased with funds raised through the respective IPOs of APSG II and Acropolis Infrastructure Acquisition Corp. (“Acropolis”), both SPACs sponsored by Apollo. The restricted cash and cash equivalents may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in the respective trust agreements. In the fourth quarter of 2023, our consolidated SPACs were liquidated in accordance with their governing documents, and restricted cash and cash equivalents were returned to the SPACs’ public shareholders.
Foreign Currency
The Company holds foreign currency denominated assets and liabilities. Non-monetary assets and liabilities of the Company’s international subsidiaries are remeasured into the functional currency using historical exchange rates specific to each asset and
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
liability, the exchange rates prevailing at the end of each reporting period are used for all others. The results of the Company’s foreign operations are remeasured using an average exchange rate for the respective reporting period. Currency remeasurement adjustments and gains and losses on the settlement of foreign currency translations are included within other income (loss), net for asset management or investment related gains (losses) for retirement services in the consolidated statements of operations. Foreign currency denominated assets and liabilities are translated into the reporting currency using the exchange rates prevailing at the end of each reporting period. Currency translation adjustments are included within other comprehensive income (loss), before tax within the consolidated statements of comprehensive income (loss). The change in unrealized foreign currency exchange of any non-U.S. dollar denominated AFS securities are included in other comprehensive income (“OCI”) unless they are designated as part of a fair value hedge.
Investments
Equity Method Investments
For investments in entities over which the Company exercises significant influence but does not meet the requirements for consolidation and has not elected the fair value option, the Company uses the equity method of accounting. Under the equity method of accounting, the Company records its share of the underlying income or loss of such entities adjusted for distributions. The Company’s share of the underlying net income or loss of such entities is recorded in Investment income (loss) for asset management and Net investment income for retirement services in the consolidated statements of operations.
The carrying amounts of equity method investments are recorded in investments or investments in related parties in the consolidated statements of financial condition. Generally, the underlying entities that the Company manages and invests in are primarily investment companies, and the carrying value of the Company’s equity method investments approximates fair value.
Reverse Repurchase Agreements and Repurchase Agreements
A reverse repurchase agreement is a transaction in which the Company purchases financial instruments from a seller and simultaneously enters into an agreement to resell the same or substantially the same financial instruments to the seller at a fixed and determinable price at a future date. A repurchase agreement is a transaction in which the Company sells financial instruments to a buyer, typically in exchange for cash, and simultaneously enters into an agreement to repurchase the same or substantially the same financial instruments from the buyer at a fixed and determinable price at a future date.
Although reverse repurchase and repurchase agreements generally involve the legal transfer of ownership of financial instruments, they are accounted for as financing arrangements because they require the financial instruments to be resold or repurchased before or at the maturity of the agreement. As a result, the collateral received under reverse repurchase agreements are not recognized and the collateral pledged under repurchase agreements are not derecognized in the consolidated statements of financial condition.
Within asset management, reverse repurchase and repurchase agreements generally sit within consolidated VIEs and as such, those reverse repurchase and repurchase agreements are reflected as investments and other liabilities, respectively, within the consolidated VIE section of the statements of financial condition. Additionally, the income (loss) related to those reverse repurchase and repurchase agreements from consolidated VIEs are included in Net gains (losses) from investment activities of consolidated variable interest entities on the consolidated statements of operations. Reverse repurchase agreements within asset management are generally accounted for by electing the fair value option. For retirement services, the receivable under the reverse repurchase agreement is recorded as investment for the principal amount loaned under the agreement and the payable under a repurchase agreement is recognized as payables for collateral on derivatives and securities to repurchase on the consolidated statements of financial condition. Earnings from reverse repurchase agreements are included in net investment income for retirement services on the consolidated statements of operations.
For reverse repurchase agreements, the Company generally requires collateral with a fair value at least equal to the carrying value of the loaned amount, monitors the market value of the collateral on a periodic basis, and delivers or obtains additional collateral due to changes in the fair value of the collateral, as appropriate, in order to mitigate credit exposure.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments held by Consolidated VIEs
The consolidated VIEs managed by the Company are primarily investment companies and CLOs. Their investments include debt and equity securities held at fair value and reverse repurchase agreements. Financial instruments are generally accounted for on a trade date basis.
Under a measurement alternative permissible for consolidated collateralized financing entities, the Company measures both the financial assets and financial liabilities of consolidated CLOs in its consolidated financial statements in both cases using the fair value of the financial assets or financial liabilities, whichever are more observable.
Where financial assets are more observable, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology.
Where financial liabilities are more observable, the financial liabilities of the consolidated CLOs are measured at fair value and the financial assets are measured in consolidation as: (i) the sum of the fair value of the financial liabilities, and the carrying value of any non-financial liabilities that are incidental to the operations of the CLOs less (ii) the carrying value of any non-financial assets that are incidental to the operations of the CLOs. The resulting amount is allocated to the individual financial assets using a reasonable and consistent methodology.
Net income attributable to Apollo Global Management, Inc. reflects the Company’s own economic interests in the consolidated CLOs, including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.
Certain consolidated VIEs have applied the fair value option for certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses in net income.
Fair Value of Financial Instruments
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date under current market conditions. The actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based.
Fair Value Option
Entities are permitted to elect the fair value option (“FVO”) to carry at fair value certain financial assets and financial liabilities, including investments otherwise accounted for under the equity method of accounting. The FVO election is irrevocable and is applied to financial instruments on an individual basis at initial recognition or at eligible remeasurement events. Please refer to note 5 for additional information and other instances of when the Company has elected the FVO.
Fair Value Hierarchy
U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level 1 – Quoted prices are available in active markets for identical financial instruments as of the reporting date. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. These financial instruments exhibit higher levels of liquid market observability as compared to Level 3 financial instruments.
Level 3 – Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include investments where the fair value is based on observable inputs as well as unobservable inputs.
When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level 2 or Level 3. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from external pricing services.
Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on Apollo’s pricing procedures, which utilize third party pricing vendors, broker dealers and closing prices from exchanges. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model-based approach is used to determine fair value.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting where the consideration transferred for the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration obligations that are elements of the consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.
Goodwill
Goodwill represents the excess of cost over the fair value of identifiable net assets of an acquired business. Goodwill is recorded in separate line items for both the Asset Management and Retirement Services segments. See note 4 for disclosure regarding the goodwill recorded related to the Mergers.
Goodwill is tested annually for impairment or more frequently if circumstances indicate impairment may have occurred. The impairment test is performed at the reporting unit level, which is generally at the level of the Company’s reportable segments. The Company performed its annual goodwill impairment test as of October 1, 2023 and 2022 and did not identify any impairment.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Assets
Other assets are primarily comprised of deferred tax assets, leases and fixed assets.
Fixed assets consist primarily of leasehold improvements, furniture, fixtures, equipment, and computer hardware and are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the assets’ estimated useful lives and in the case of leasehold improvements the lesser of the useful life or the term of the lease. Expenditures for repairs and maintenance are charged to expense when incurred. The Company evaluates long-lived assets for impairment periodically and whenever events or changes in circumstances indicate the carrying amounts of the assets may be impaired.
Compensation and Benefits
Compensation consists of (i) salary, bonus, and benefits, which includes base salaries, discretionary and non-discretionary bonuses, severance and employee benefits, (ii) equity-based awards granted to employees and non-employees that are measured based on the grant date fair value of the award and (iii) profit sharing expense, which primarily consists of a portion of performance revenues earned from certain funds that are allocated to employees and former employees. Compensation costs are recorded in compensation and benefits for asset management and policy and other operating expense for retirement services in the consolidated statements of operations.
Employees and non-employees who provide services to the Company are granted equity-based awards as compensation that are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant period of service. Equity-based awards that require performance metrics to be met are expensed only when the performance metric is met or deemed probable. Profit sharing amounts are recognized as the related performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized. Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments (which may be distributed in cash or in-kind).
Earnings Per Share
As the Company has issued participating securities, the two-class method of computing earnings per share is used for all periods presented for common stock and participating securities as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. Participating securities include vested and unvested RSUs that participate in distributions, as well as unvested restricted shares.
Whether during a period of net income or net loss, under the two-class method the remaining earnings are allocated to common stock and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable weighted average outstanding shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding shares of common stock and includes the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The numerator is adjusted for any changes in income or loss that would result from the issuance of these potential shares of common stock.
Share Repurchase
When shares are repurchased, the Company can choose to record treasury shares or account for the repurchase as a constructive retirement. The Company accounted for share repurchases as constructive retirement, whereby it reduced common stock and additional paid-in capital by the amount of the original issuance, with any excess purchase price recorded as a reduction to retained earnings. Under this method, issued and outstanding shares are reduced by the shares repurchased, and no treasury stock is recognized on the consolidated statements of financial condition.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
AGM is a Delaware corporation and generally all of its income is subject to U.S. corporate income taxes. Certain subsidiaries of the Company operate as partnerships for U.S. income tax purposes and are subject to NYC UBT. Certain non-U.S. entities are also subject to non-U.S. corporate income taxes. In conjunction with the Mergers, Apollo underwent a reorganization from an Up-C structure to a C-corporation with a single class of common stock. Prior to the Mergers, Athene, and certain of its non-U.S. subsidiaries have historically not been subject to U.S. corporate income taxes on their earnings. Due to the Mergers, Athene’s non-U.S. earnings will generally be subject to U.S. corporate income taxes.
Significant judgment is required in determining tax expense and in evaluating certain and uncertain tax positions. The Company recognizes the tax benefit of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether the Company has uncertain tax positions that require financial statement recognition.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax bases using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period during which the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized.
Significant judgment and estimates are required in determining whether valuation allowances should be established as well as the amount of such allowances. When making such determination, consideration is given to, among other things, the following:
-
whether sufficient taxable income exists within the allowed carryback or carryforward periods;
-
whether future reversals of existing taxable temporary differences will occur, including any tax planning strategies that could be used;
-
the nature or character (e.g., ordinary vs. capital) of the deferred tax assets and liabilities; and
-
whether future taxable income exclusive of reversing temporary differences and carryforwards exists.
Debt Issuance Costs
Debt issuance costs consist of costs incurred in obtaining financing and are amortized over the term of the financing using the effective interest method. These costs are generally recorded as a direct deduction from the carrying amount of the related debt liability on the consolidated statements of financial condition.
Recently Issued Accounting Pronouncements
Segment Reporting – Improvements to Reporting Segment Disclosures (ASU 2023-07)
In November 2023, the FASB issued guidance to incrementally add disclosures for public entities’ reporting segments including significant segments expenses and other segment items.
The guidance is mandatorily effective for the Company in its 2024 annual report and in interim periods in 2025; however, early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
Income Taxes—Improvements to Income Tax Disclosures (ASU 2023-09)
In December 2023, the FASB made amendments to update disclosures on income taxes including rate reconciliation, income taxes paid, and certain amendments on disaggregation by federal, state, and foreign taxes, as relevant.
The guidance is mandatorily effective for the Company for annual periods beginning in 2025; however, early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangibles—Goodwill and Other—Crypto Assets Accounting for and Disclosure of Crypto Assets (ASU 2023-08)
In December 2023, the FASB issued amendments on the accounting for and disclosure of crypto assets. The guidance requires assets that meet certain conditions be accounted for at fair value with changes in fair value recognized in net income. The ASU also requires disclosures about significant holdings, contractual sale restrictions, and changes during the reporting period.
The guidance is mandatorily effective for the Company on January 1, 2025, and early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
Business Combinations – Joint Venture Formations (ASU 2023-05)
The amendments in this update address how a joint venture initially recognizes and measures contributions received at its formation date. The amendments require a joint venture to apply a new basis of accounting upon formation and to initially recognize its assets and liabilities at fair value. The guidance is effective prospectively for all joint ventures formed on or after January 1, 2025, while retrospective application may be elected for a joint venture formed before the effective date. Early adoption is permitted.
The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
Investments– Equity Method and Joint Ventures (ASU 2023-02)
In March 2023, the FASB issued guidance to introduce the option of applying the proportional amortization method (“PAM”) to account for investments made primarily for the purpose of receiving income tax credits or other income tax benefits when certain requirements are met. Previously, PAM only applied to low-income housing tax credit investments.
The Company early adopted the guidance on October 1, 2023, and there was no impact to the consolidated financial statements upon adoption.
Fair Value Measurement — Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03)
In June 2022, the FASB issued clarifying guidance that a restriction which is a characteristic of the holding entity rather than a characteristic of the equity security itself should not be considered in its fair value measurement. As a result, the Company is required to measure the fair value of equity securities subject to contractual restrictions attributable to the holding entity on the basis of the market price of the same equity security without those contractual restrictions. Companies are not permitted to recognize a contractual sale restriction attributable to the holding entity as a separate unit of account. The guidance also requires disclosures for these equity securities.
The Company early adopted the guidance on July 1, 2023. The Company applied the guidance on a prospective basis, and there was no impact to the consolidated financial statements upon adoption.
Insurance – Targeted Improvements to the Accounting for Long-Duration Contracts (ASU 2020-11, ASU 2019-09, ASU 2018-12)
These updates amend four key areas pertaining to the accounting and disclosures for long-duration insurance and investment contracts and are commonly referred to as long-duration targeted improvements (“LDTI”).
-
The update requires cash flow assumptions used to measure the liability for future policy benefits to be updated at least annually and no longer allows a provision for adverse deviation. The remeasurement of the liability associated with the update of assumptions is required to be recognized in net income. Loss recognition testing is eliminated for traditional and limited-payment contracts. The update also requires the discount rate used in measuring the liability to be an upper-medium grade fixed-income instrument yield, which is to be updated at each reporting date. The change in liability due to changes in the discount rate is to be recognized in OCI.
-
The update simplifies the amortization of DAC and other balances amortized in proportion to premiums, gross profits, or gross margins, requiring such balances to be amortized on a constant level basis over the expected term of the
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
contracts. Deferred costs are required to be written off for unexpected contract terminations but are not subject to impairment testing.
-
The update requires certain contract features meeting the definition of market risk benefits to be measured at fair value. Among the features included in this definition are the GLWB and GMDB riders attached to annuity products. The change in fair value of the market risk benefits is to be recognized in net income, excluding the portion attributable to changes in instrument-specific credit risk which is recognized in OCI.
-
The update also introduces disclosure requirements around the liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities, and deferred acquisition costs. This includes disaggregated rollforwards of these balances and information about significant inputs, judgments, assumptions and methods used in their measurement.
The Company adopted these updates on January 1, 2023 and, for all provisions of the update, applied a retrospective transition approach using a transition date of January 1, 2022, the date of the Mergers. At the acquisition date, VOBA balances were established as the difference between the fair value of the liabilities and the reserves established as of this date. Upon transition to LDTI, the liability for future policy benefits and contractual features that meet the criteria for market risk benefits were adjusted to conform to LDTI, with an offsetting adjustment made to positive or negative VOBA. No adjustments were recorded to accumulated other comprehensive income (loss) (“AOCI”) or retained earnings. See notes 3 and 24 for the effects of LDTI adoption on the 2022 consolidated financial statements.
Business Combinations – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08)
In October 2021, the FASB issued guidance to add contract assets and contract liabilities from contracts with customers acquired in a business combination to the list of exceptions to the fair value recognition and measurement principles that apply to business combinations, and instead require them to be accounted for in accordance with revenue recognition guidance.
The new guidance was adopted by the Company on January 1, 2023 and applied prospectively. There was no impact to the consolidated financial statements upon adoption.
Reference Rate Reform (Topic 848) — Deferral of the Sunset Date of Topic 848 (ASU 2022-06, ASU 2021-01, ASU 2020-04)
The Company adopted ASU 2020-04 and ASU 2021-01 and elected to apply certain of the practical expedients related to contract modifications, hedge accounting relationships, and derivative modifications pertaining to discounting, margining, or contract price alignment. The main purpose of the practical expedients is to ease the administrative burden of accounting for contracts impacted by reference rate reform, and these elections did not have, and are not expected to have, a material impact on the consolidated financial statements. ASU 2022-06 amended and deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which the Company will no longer be permitted to apply the expedients provided in Topic 848. The Company will continue to evaluate the impact of reference rate reform on contract modifications and hedging relationships.
Significant Accounting Policies – Asset Management
U.S. Treasury Securities, at fair value
U.S. Treasury securities, at fair value includes U.S. Treasury bills with original maturities greater than three months when purchased. These securities are recorded at fair value in investments in the consolidated statements of financial condition. Interest income on such securities is separately presented from the overall change in fair value and is recognized in interest income for asset management in the consolidated statements of operations. Any remaining change in fair value of such securities, that is not recognized as interest income, is recognized in net gains (losses) from investment activities for asset management in the consolidated statements of operations.
Due from/to Related Parties
Due from/to related parties includes amounts due from and due to existing employees, certain former employees, portfolio companies of the funds and non-consolidated funds.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Revenue
Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed. It is included in accounts payable, accrued expenses, and other liabilities in the consolidated statements of financial condition.
Apollo also earns management fees which are subject to an offset. When Apollo receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by the relevant fund. Such credit is recorded as deferred revenue in the consolidated statements of financial condition within the accounts payable, accrued expenses and other liabilities line item. A portion of any excess advisory and transaction fees may be required to be returned to the limited partners of certain funds upon such fund’s liquidation. As the management fees earned by Apollo are presented on a gross basis, any management fee offsets calculated are presented as a reduction to advisory and transaction fees in the consolidated statements of operations.
Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds Apollo manages. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is recorded as deferred revenue in the consolidated statements of financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly, or annually.
Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed. There was $172 million of revenue recognized during the year ended December 31, 2023 that was previously deferred as of January 1, 2023.
Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds it manages to investors. In cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract and amortized over the life of the customer contract. Capitalized placement fees are recorded within other assets in the consolidated statements of financial condition, while amortization is recorded within general, administrative and other in the consolidated statements of operations. In certain instances, the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.
Redeemable non-controlling interests
Redeemable non-controlling interests are attributable to VIEs and primarily represent the shares issued by the Company’s consolidated SPACs whose shares are redeemable for cash by the respective public shareholders in connection with the applicable SPAC’s failure to complete a business combination or its tender offer/stockholder approval provisions. The redeemable non-controlling interests are initially recorded at their original issue price, net of issuance costs and the initial fair value of separately traded warrants. The carrying amount is accreted to its redemption value over the period from the date of issuance to the earliest redemption date of the instrument. The accretion to redemption value is generally recorded against additional paid-in capital.
In the fourth quarter of 2023, our consolidated SPACs were liquidated in accordance with their governing documents, and all of their outstanding shares were redeemed. Refer to note 19 for further detail.
Revenues
The revenues of the asset management business include (i) management fees; (ii) advisory and transaction fees, net; (iii) investment income, which is comprised of performance allocations and principal investment income; and (iv) incentive fees.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The revenue guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price under the revenue guidance, an entity may recognize variable consideration only to the extent that it is probable to not be significantly reversed. The revenue guidance also requires disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
Performance allocations are accounted for under guidance applicable to equity method investments, and therefore not within the scope of the revenue guidance. Apollo recognizes performance allocations within investment income along with the related principal investment income (as further described below) in the consolidated statements of operations and within the investments line in the consolidated statements of financial condition.
Refer to disclosures below for additional information on each of the revenue streams of the asset management business.
Management Fees
Management fees are recognized over time during the periods in which the related services are performed in accordance with the contractual terms of the related agreement. Management fees are generally based on (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise provided in the respective agreements. Included in management fees are certain expense reimbursements where Apollo is considered the principal under the agreements and is required to record the expense and related reimbursement revenue on a gross basis.
Advisory and Transaction Fees, Net
Advisory fees, including management consulting fees and directors’ fees, are generally recognized over time as the underlying services are provided in accordance with the contractual terms of the related agreement. Apollo receives such fees in exchange for ongoing management consulting services provided to portfolio companies of funds it manages. Transaction fees, including structuring fees and arranging fees related to Apollo’s funds, portfolio companies of funds and third parties are generally recognized at a point in time when the underlying services rendered are complete.
The amounts due from fund portfolio companies are recorded in due from related parties on the consolidated statements of financial condition. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs. Advisory and transaction fees are reduced by these management fee offsets in the consolidated statements of operations.
Underwriting fees, which are also included within advisory and transaction fees, net, include gains, losses and fees, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at a point in time when the underwriting is completed. Underwriting fees recognized but not received are recorded in other assets on the consolidated statements of financial condition.
During the normal course of business, Apollo incurs certain costs related to certain transactions that are not consummated, or “broken deal costs”. These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the management fee offset. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As Apollo acts as an agent for the funds it manages, any transaction costs incurred and paid by Apollo on behalf of the respective funds relating to successful or broken deals are recorded net on the Company’s consolidated statements of operations, and any receivable from the respective funds is recorded in due from related parties on the consolidated statements of financial condition.
Investment Income
Investment income is comprised of performance allocations and principal investment income.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Performance Allocations. Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which Apollo’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.
Apollo recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the consolidated statements of operations and within the investments line in the consolidated statements of financial condition.
When applicable, Apollo may record a general partner obligation to return previously distributed performance allocations. The general partner obligation is based upon an assumed liquidation of a fund’s net assets as of the reporting date and is reported within due to related parties on the consolidated statements of financial condition. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective governing document of the fund.
Principal Investment Income. Principal investment income includes Apollo’s income or loss from equity method investments and certain other investments in entities in which Apollo is generally eligible to receive performance allocations. Income from equity method investments includes Apollo’s share of net income or loss generated from its investments, which are not consolidated, but in which it exerts significant influence.
Incentive Fees
Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity. Incentive fees are considered a form of variable consideration as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within other assets in Apollo’s consolidated statements of financial condition. Apollo’s incentive fees are generally received from CLOs, managed accounts and certain other vehicles it manages.
Profit Sharing
Profit sharing expense and profit sharing payable primarily consist of a portion of performance revenues earned from certain funds that are allocated to employees and former employees. Profit sharing amounts are recognized as the related performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized. Profit sharing expense is recorded in compensation and benefits for asset management in the consolidated statements of operations. Profit sharing payable is recorded in accounts payable, accrued expenses and other liabilities for Asset Management in the consolidated statements of financial condition.
Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit-sharing arrangements, Apollo requires that a portion of certain of the performance revenues distributed to its employees be used to purchase restricted common stock issued under the Equity Plan. Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.
Additionally, profit sharing amounts previously distributed may be subject to clawback from employees and former employees. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the consolidated statements of financial condition, represents all amounts previously distributed to employees and former employees that would need to be returned to the general partner if the funds were to be liquidated based on the fair value of the underlying fund’s investments as of the reporting date. The actual general partner receivable, however, would not become realized until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective governing document of the fund.
Profit sharing payable also includes contingent consideration obligations that were recognized in connection with certain acquisitions. Changes in the fair value of the contingent consideration obligations are reflected in the consolidated statements of operations as compensation and benefits for asset management.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Apollo has performance-based incentive arrangements for certain employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company’s asset management business. These arrangements enable certain employees to earn discretionary compensation based on performance revenue earned by Apollo’s asset management business in a given year, which amounts are reflected in compensation and benefits in the accompanying consolidated financial statements for asset management. Apollo may also use dividends it receives from investments in certain perpetual capital vehicles to compensate employees. These amounts are recorded as compensation and benefits in the consolidated statements of operations for asset management.
Other Income (Loss)
Net Gains (Losses) from Investment Activities
Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in Apollo’s investments, at fair value between the opening reporting date and the closing reporting date.
Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities
Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to non-controlling interests in the consolidated statements of operations.
Other Income (Loss), Net
Other income (loss), net includes the recognition of gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, gains arising from the remeasurement of the tax receivable agreement liability (see note 19), and other miscellaneous non-operating income and expenses.
Significant Accounting Policies – Retirement Services
Investments
Fixed Maturity Securities
Fixed maturity securities includes bonds, CLOs, ABS, RMBS, CMBS and redeemable preferred stock. Athene classifies fixed maturity securities as AFS or trading at the time of purchase and subsequently carries them at fair value. Classification is dependent on a variety of factors, including expected holding period, election of the fair value option and asset and liability matching.
AFS Securities
AFS securities are held at fair value on the consolidated statements of financial condition, with unrealized gains and losses, exclusive of allowances for expected credit losses, generally reflected in AOCI on the consolidated statements of financial condition. Unrealized gains or losses relating to identified risks within AFS securities in fair value hedging relationships are reflected in investment related gains (losses) on the consolidated statements of operations.
Trading Securities
The fair value option is elected for certain fixed maturity securities. These fixed maturity securities are classified as trading, with changes to fair value included in investment related gains (losses) on the consolidated statements of operations. Although the securities are classified as trading, the trading activity related to these investments is primarily focused on asset and liability matching activities and is not intended to be an income strategy based on active trading. As such, the activity related to these investments on the consolidated statements of cash flows is classified as investing activities.
Transactions in trading securities are generally recorded on a trade date basis, with any unsettled trades recorded in other assets or other liabilities on the consolidated statements of financial condition. Bank loans, private placements and investment funds are recorded on settlement date basis.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Securities
Equity securities includes common stock, mutual funds and non-redeemable preferred stock. Equity securities with readily determinable fair values are carried at fair value with subsequent changes in fair value recognized in net income. Athene has elected to account for certain equity securities without readily determinable fair values that do not qualify for the practical expedient to estimate fair values based on NAV per share (or its equivalent) at cost less impairment, subject to adjustments based on observable price changes in orderly transactions for identical or similar investments of the same issuer.
Purchased Credit Deteriorated Investments
Athene purchases certain structured securities, primarily RMBS, which upon assessment have been determined to meet the definition of PCD investments. Additionally, structured securities classified as beneficial interests follow the initial measurement guidance for PCD investments if there is a significant difference between contractual cash flows adjusted for expected prepayments and expected cash flows at the date of recognition. The initial allowance for credit losses for PCD investments is recorded through a gross-up adjustment to the initial amortized cost. For structured securities classified as beneficial interests, the initial allowance is calculated as the present value of the difference between contractual cash flows adjusted for expected prepayments and expected cash flows at the date of recognition. The non-credit purchase discount or premium is amortized into investment income using the effective interest method. The credit discount, represented by the allowance for expected credit losses, is remeasured each period following the policies for measuring credit losses described in Credit Losses – Available-for-Sale Securities section below.
Mortgage Loans
Athene elected the fair value option on its mortgage loan portfolio. Interest income is accrued on the principal amount of the loan based on its contractual interest rate. Interest is accrued on loans until it is probable it will not be received, or the loan is 90 days past due, unless guaranteed by U.S. government-sponsored agencies. Interest income and prepayment fees are reported in net investment income on the consolidated statements of operations. Changes in the fair value of the mortgage loan portfolio are reported in investment related gains (losses) on the consolidated statements of operations.
Investment Funds
Athene invests in certain non-fixed income, alternative investments in the form of limited partnerships or similar legal structures (investment funds). For investment funds in which it does not hold a controlling financial interest, Athene typically accounts for such investments using the equity method, where the cost is recorded as an investment in the fund, or it has elected the fair value option. Adjustments to the carrying amount reflect pro rata ownership percentage of the operating results as indicated by NAV in the investment fund financial statements, which can be on a lag of up to three months when investee information is not received in a timely manner.
Athene’s proportionate share of investment fund income is recorded within net investment income, or, for consolidated VIEs, revenues of consolidated VIEs, on the consolidated statements of operations. Contributions paid or distributions received by Athene are recorded directly to the investment fund balance as an increase to carrying value or as a return of capital, respectively.
Policy Loans
Policy loans are funds provided to policyholders in return for a claim on the policyholder’s account balance. The funds provided are limited to a specified percentage of the account balance. The majority of policy loans do not have a stated maturity and the balances and accrued interest are repaid with proceeds from the policyholder’s account balance. Policy loans are reported at the unpaid principal balance. Interest income is recorded as earned using the contract interest rate and is reported in net investment income on the consolidated statements of operations.
Funds Withheld at Interest
Funds withheld at interest represents a receivable for amounts contractually withheld by ceding companies in accordance with funds withheld coinsurance (“funds withheld”) and modified coinsurance (“modco”) reinsurance agreements in which Athene is
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the reinsurer. Generally, assets equal to statutory reserves are withheld and legally owned by the ceding company, and any excess or shortfall is settled periodically. The underlying agreements contain embedded derivatives as discussed below.
Short-term Investments
Short-term investments consist of financial instruments with maturities of greater than three months but less than twelve months when purchased. Short-term debt securities are accounted for as trading or AFS consistent with the policies for those investments. Short-term loans are carried at amortized cost.
Other Investments
Other investments includes, but is not limited to, term loans collateralized by mortgages on residential and commercial real estate and other uncollateralized loans. Athene elected the fair value option on these loans. Interest income is accrued on the principal amount of the loan based on its contractual interest rate. Interest on loans is accrued until it is probable it will not be received or the loan is 90 days past due. Interest income and prepayment and other fees are reported in net investment income on the consolidated statements of operations. Changes in fair value are reported in investment related gains (losses) on the consolidated statements of operations.
Investment Income
Investment income is recognized as it accrues or is legally due, net of investment management and custody fees. Investment income on fixed maturity securities includes coupon interest, as well as the amortization of any premium and the accretion of any discount. Investment income on equity securities represents dividend income and preferred coupon interest. Realized gains and losses on sales of investments are included in investment related gains (losses) on the consolidated statements of operations. Realized gains and losses on investments sold are determined based on a first-in first-out method.
Credit Losses – Available-for-Sale Securities
AFS securities with a fair value that has declined below amortized cost are evaluated to determine how the decline in fair value should be recognized. If based on the facts and circumstances related to the specific security, Athene intends to sell a security or it is more likely than not that it would be required to sell a security before the recovery of its amortized cost, any existing allowance for expected credit losses is reversed and the amortized cost of the security is written down to fair value. If neither of these conditions exist, the decline in fair value is evaluated to determine whether it has resulted from a credit loss or other factors.
For non-structured AFS securities, relevant facts and circumstances are qualitatively considered in evaluating whether a decline below fair value is credit-related. Relevant facts and circumstances include but are not limited to: (1) the extent to which the fair value is less than amortized cost; (2) changes in agency credit ratings, (3) adverse conditions related to the security’s industry or geographical area, (4) failure to make scheduled payments, and (5) other known changes in the financial condition of the issuer or quality of any underlying collateral or credit enhancements. For structured AFS securities meeting the definition of beneficial interests, the qualitative assessment is bypassed, and any securities having experienced a decline in fair value below amortized cost move directly to a quantitative analysis.
If upon completion of this analysis it is determined that a potential credit loss exists, an allowance for expected credit losses is established equal to the amount by which the present value of expected cash flows is less than amortized cost, limited by the amount by which fair value is less than amortized cost. A non-structured security’s cash flow estimates are derived from scenario-based outcomes of expected corporate restructurings or the disposition of assets using security-specific facts and circumstances, including timing, security interests and loss severity. A structured security’s cash flow estimates are based on security-specific facts and circumstances that may include collateral characteristics, expectations of delinquency and default rates, loss severity, prepayments and structural support, including subordination and guarantees. The expected cash flows are discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete a structured security. For securities with a contractual interest rate that varies based on changes in an independent factor, such as an index or rate, the effective interest rate is calculated based on the factor as it changes over the life of the security. Inherently under the discounted cash flow model, both the timing and amount of expected cash flows affect the measurement of the allowance for expected credit losses.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The allowance for expected credit losses is remeasured each period for the passage of time, any change in expected cash flows, and changes in the fair value of the security. All impairments, whether intent or requirement to sell or credit-related, are recorded through a charge to the provision for credit losses within investment related gains (losses) on the consolidated statements of operations. All changes in the allowance for expected credit losses are recorded through the provision for credit losses within investment related gains (losses) on the consolidated statements of operations.
The Company has elected to present accrued interest receivable separately in other assets on the consolidated statements of financial condition. It has also elected the practical expedient to exclude the accrued interest receivable from the amortized cost balance used to calculate the allowance for expected credit losses, as it has a policy to write off such balances in a timely manner, when they become 90 days past due. Any write-off of accrued interest is recorded through a reversal of net investment income on the consolidated statements of operations.
Upon determining that all or a portion of the amortized cost of an asset is uncollectible, which is generally when all efforts for collection are exhausted, the amortized cost is written off against the existing allowance. Any write off in excess of the existing allowance is recorded through the provision for credit losses within investment related gains (losses) on the consolidated statements of operations.
Derivative Instruments
Athene invests in derivatives to hedge the risks experienced from ongoing operations, such as equity, interest rate and cash flow risks, or for other risk management purposes, which primarily involve managing liability risks associated with indexed annuity products and reinsurance agreements. Derivatives are financial instruments with values that are derived from interest rates, foreign exchange rates, financial indices or other combinations of an underlying and notional. Derivative assets and liabilities are carried at fair value on the consolidated statements of financial condition. The Company elects to present any derivatives subject to master netting provisions as a gross asset or liability and gross of collateral. It may designate derivatives as cash flow, fair value or net investment hedges.
Hedge Documentation and Hedge Effectiveness
To qualify for hedge accounting, at the inception of the hedging relationship, Athene formally documents its designation of the hedge as a cash flow, fair value or net investment hedge and risk management objective and strategy for undertaking the hedging transaction. This documentation identifies how the hedging instrument is expected to hedge the designated risks related to the hedged item and the method that will be used to retrospectively and prospectively assess the hedge effectiveness and the method which will be used to measure ineffectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and periodically throughout the life of the hedge accounting relationship.
For a cash flow hedge, all changes in the fair value of the hedging derivative are reported within AOCI and the related gains or losses on the derivative are reclassified into the consolidated statements of operations when the cash flows of the hedged item affect earnings.
For a fair value hedge, changes in the fair value of the hedging derivative and changes in the fair value of the hedged item related to the designated risk being hedged are reported on the consolidated statements of operations according to the nature of the risk being hedged. Additionally, changes in the fair value of amounts excluded from the assessment of effectiveness are recorded in AOCI and amortized into income over the life of the hedge accounting relationship.
For a net investment hedge, changes in the fair value of the hedging derivative are reported within AOCI to offset the translation adjustments for subsidiaries with functional currencies other than U.S. dollar.
Athene discontinues hedge accounting prospectively when: (1) it determines the derivative is no longer highly effective in offsetting changes in the estimated cash flows or fair value of a hedged item; (2) the derivative expires, is sold, terminated, or exercised; or (3) the derivative is de-designated as a hedging instrument. When hedge accounting is discontinued, the derivative continues to be carried on the consolidated statements of financial condition at fair value, with changes in fair value recognized in investment related gains (losses) on the consolidated statements of operations.
For a derivative not designated as a hedge, changes in the derivative’s fair value and any income received or paid on derivatives at the settlement date are included in investment related gains (losses) on the consolidated statements of operations.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Embedded Derivatives
Athene issues and reinsures products, primarily indexed annuity products, or purchases investments that contain embedded derivatives. If it determines the embedded derivative has economic characteristics not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract and accounted for separately, unless the fair value option is elected on the host contract. Under the fair value option, bifurcation of the embedded derivative is not necessary as the entire contract is carried at fair value with all related gains and losses recognized in investment related gains (losses) on the consolidated statements of operations. Embedded derivatives are carried on the consolidated statements of financial condition at fair value in the same line item as the host contract.
Fixed indexed annuity, index-linked variable annuity and indexed universal life insurance contracts allow the policyholder to elect a fixed interest rate return or an equity market component for which interest credited is based on the performance of certain equity market indices. The equity market option is an embedded derivative. The benefit reserve is equal to the sum of the fair value of the embedded derivative and the host (or guaranteed) component of the contracts. The fair value of the embedded derivatives represents the present value of cash flows attributable to the indexed strategies. The embedded derivative cash flows are based on assumptions for future policy growth, which include assumptions for expected index credits on the next policy anniversary date, future equity option costs, volatility, interest rates and policyholder behavior assumptions, including lapses and the use of benefit riders. The embedded derivative cash flows are discounted using a rate that reflects Athene’s own credit rating. The host contract is established at contract inception as the initial account value less the initial fair value of the embedded derivative and accreted over the policy’s life. Contracts acquired through a business combination which contain an embedded derivative are re-bifurcated as of the acquisition date. Changes in the fair value of embedded derivatives associated with fixed indexed annuities, index-linked variable annuities and indexed universal life insurance contracts are included in interest sensitive contract benefits on the consolidated statements of operations.
Additionally, reinsurance agreements written on a funds withheld or modco basis contain embedded derivatives. Athene has determined that the right to receive or obligation to pay the total return on the assets supporting the funds withheld at interest or funds withheld liability, respectively, represents a total return swap with a floating rate leg. The fair value of embedded derivatives on funds withheld and modco agreements is computed as the unrealized gain (loss) on the underlying assets and is included within funds withheld at interest for assumed agreements, and for ceded agreements the funds withheld liability is included in other liabilities on the consolidated statements of financial condition. The change in the fair value of the embedded derivatives is recorded in investment related gains (losses) on the consolidated statements of operations. Assumed and ceded earnings from funds withheld at interest, funds withheld liability and changes in the fair value of embedded derivatives are reported in operating activities on the consolidated statements of cash flows. Contributions to and withdrawals from funds withheld at interest and funds withheld liability are reported in operating activities on the consolidated statements of cash flows.
Reinsurance
Athene assumes and cedes insurance and investment contracts under coinsurance, funds withheld, modco, and yearly renewable term basis. Reinsurance accounting is applied for transactions that provide indemnification against loss or liability relating to insurance risk (risk transfer). To meet risk transfer requirements, a reinsurance agreement must transfer insurance risk arising from uncertainties about both underwriting and timing risks. Cessions under reinsurance do not discharge obligations as the primary insurer, unless the requirements of assumption reinsurance have been met. Athene generally has the right of offset on reinsurance transactions, but has elected to present reinsurance settlement amounts due to and from Athene on a gross basis.
For assets and liabilities ceded under reinsurance agreements, Athene generally applies the same measurement guidance for Athene’s directly issued or assumed contracts. Ceded amounts are recorded within reinsurance recoverable on the consolidated statements of financial condition. For reinsurance of in-force contracts that pass risk transfer, the issue year used for the purpose of measuring the reinsurance recoverable is dependent on the effective date of the reinsurance agreement, which may differ from the issue year for the direct or assumed contract. The issue year informs the locked-in discount rate used for the purposes of interest accretion. This may result in different discount rates used for the direct or assumed reserves and ceded reserves when reinsuring an in-force block of insurance contracts. For flow reinsurance of insurance contracts that pass risk transfer, the contracts have the same cash flow assumptions as the direct or assumed contracts when the terms are consistent between those respective contracts and the ceded reinsurance agreement. When Athene recognizes an immediate loss due to the present value of future benefits and expenses exceeding the present value of future gross premiums, a gain is recognized on the corresponding reinsurance recoverable to the extent it does not result in gain recognition at treaty inception. Likewise, where the direct or
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
assumed reserve has been floored to zero, the corresponding reinsurance recoverable will be consistently set to zero. See “Future Policy Benefits” below for further information.
Accounting for reinsurance requires the use of assumptions, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risks. Athene attempts to minimize its counterparty credit risk through the structuring of the terms of its reinsurance agreements, including the use of trusts, and monitors credit ratings of counterparties for signs of declining credit quality. When a ceding company does not report information on a timely basis, Athene records accruals based on the best available information at the time, which includes the reinsurance agreement terms and historical experience. Athene periodically compares actual and anticipated experience to the assumptions used to establish reinsurance assets and liabilities.
Assets and liabilities assumed or ceded under coinsurance, funds withheld, modco, or yearly renewable term are presented gross on the consolidated statements of financial condition. For investment contracts, the change in the direct or assumed and ceded reserves are presented net in interest sensitive contract benefits on the consolidated statements of operations. For insurance contracts, the change in the direct or assumed and ceded reserves and benefits are presented net in future policy and other policy benefits on the consolidated statements of operations, except any changes related to the discount rate are presented net in OCI on the consolidated statements of comprehensive income (loss). For market risk benefits, the change in the direct or assumed and ceded reserves are presented net in market risk benefits remeasurement (gain) loss on the consolidated statements of operations, except for changes related to instrument-specific credit risk on direct and assumed contracts which are presented net in OCI on the consolidated statements of comprehensive income (loss).
For the reinsurance of existing in-force blocks that transfer significant insurance risk, the difference between the assets received or paid and the liabilities assumed or ceded represents the net cost of reinsurance at the inception of the reinsurance agreement. The net cost of reinsurance is amortized on a basis consistent with the methodologies and assumptions used to amortize DAC and deferred sales inducements (“DSI”), or on a consistent basis with deferred profit liability dependent upon the nature of the underlying contract.
Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired
Deferred Acquisition Costs and Deferred Sales Inducements
Costs related directly to the successful acquisition of new, or the renewal of existing, insurance or investment contracts are deferred. These costs consist of commissions and policy issuance costs, as well as sales inducements credited to policyholder account balances, and are included in deferred acquisition costs, deferred sales inducements and value of business acquired on the consolidated statements of financial condition. These costs are not capitalized until they are incurred.
Deferred costs related to universal life-type policies and investment contracts with significant revenue streams from sources other than investment of the policyholder funds are grouped into cohorts based on issue year and contract type and amortized on a constant level basis over the expected term of the related contracts. The cohorts and assumptions used for the amortization of deferred costs are consistent with those used in estimating the related liabilities for these contracts. The constant level basis generally is the initial premium or deposit and is projected based on assumptions related to policyholder behavior, including lapses and mortality, over the expected term of the contracts. Each reporting period, Athene replaces expected experience with actual experience to determine the related amortization expense. Changes to projected experience are recognized in amortization expense prospectively over the remaining contract term. Amortization of DAC and DSI is included in amortization of deferred acquisition costs, deferred sales inducements and value of business acquired on the consolidated statements of operations.
Deferred costs related to investment contracts without significant revenue streams from sources other than investment of the policyholder funds are amortized using the effective interest method. The effective interest method amortizes the deferred costs by discounting the future liability cash flows at a break-even rate. The break-even rate is solved for such that the present value of future liability cash flows is equal to the net liability at the inception of the contract. The deferred costs represent the difference between the net and gross liability and the change relates to amortization for the period.
Value of Business Acquired
Athene establishes VOBA for blocks of insurance contracts acquired through the acquisition of insurance entities. It records the fair value of the liabilities assumed in two components: reserves and VOBA. Reserves are established using Athene’s best
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
estimate assumptions as of the business combination date. VOBA is the difference between the fair value of the liabilities and the reserves. VOBA can be either positive or negative and is amortized in relation to respective policyholder liabilities. Significant assumptions that impact VOBA amortization are consistent with those that impact the measurement of policyholder liabilities. Athene performs periodic tests to determine if positive VOBA remains recoverable. If Athene determines that positive VOBA is not recoverable, Athene records a cumulative charge to the current period. Any negative VOBA is recorded to the same financial statement line on the consolidated statements of financial condition as the associated reserves. Positive VOBA is recorded in deferred acquisition costs, deferred sales inducements and value of business acquired on the consolidated statements of financial condition.
Interest Sensitive Contract Liabilities
Universal life-type policies and investment contracts include traditional deferred annuities, indexed annuities consisting of fixed indexed and index-linked variable annuities in the accumulation phase, funding agreements, immediate annuities without significant mortality risk (which include pension group annuities without life contingencies), universal life insurance, and other investment contracts inclusive of assumed endowments without significant mortality risk. Athene carries liabilities for traditional deferred annuities, indexed annuities, funding agreements and universal life insurance at the account balances without reduction for potential surrender or withdrawal charges, except for a block of universal life business ceded to Global Atlantic Financial Group Limited (together with its subsidiaries, “Global Atlantic”), which it carries at fair value. Liabilities for immediate annuities without significant mortality risk are calculated as the present value of future liability cash flows and policy maintenance expenses discounted at contractual interest rates. Certain of Athene’s universal life-type policies and investment contracts are offered with additional contract features that meet the definition of a market risk benefit. See “Market Risk Benefits” below for further information.
Unearned revenue liabilities are established when amounts are assessed against the policyholder for services to be provided in future periods. These balances are amortized consistent with the methodologies and assumptions used to amortize DAC and DSI.
Changes in interest sensitive contract liabilities, excluding deposits and withdrawals, are recorded in interest sensitive contract benefits or product charges on the consolidated statements of operations. Interest sensitive contract liabilities are not reduced for amounts ceded under reinsurance agreements which are reported as reinsurance recoverable on the consolidated statements of financial condition.
Future Policy Benefits
Athene issues contracts classified as long-duration, which include term and whole life, accident and health, disability, and deferred and immediate annuities with life contingencies (which include pension group annuities with life contingencies). Liabilities for non-participating long-duration contracts are established as the estimated present value of benefits we expect to pay to or on behalf of the policyholder and related expenses less the present value of the net premiums to be collected, referred to as the net premium ratio. The contracts are grouped into cohorts based on issue year and contract type, with an exception for pension group annuities, which are generally assessed at the group annuity contract level. Contracts with different issuance years are not combined. Contracts acquired in a business combination are grouped into a single cohort by contract type, except for pension group annuities, which follow the group annuity contract level.
Liabilities for nonparticipating long-duration contracts are established using accepted actuarial valuation methods which require the use of assumptions related to discount rate, expenses, longevity, mortality, morbidity, persistency and other policyholder behavior. Athene bases certain key assumptions, such as longevity, mortality and morbidity, on industry standard data adjusted to align with actual company experience, if needed. Athene has elected to use expense assumptions that are locked in at issuance for each cohort. All other cash flow assumptions are established at contract issuance and reviewed annually or more frequently if actual experience suggests a revision is necessary. The effects of changes in cash flow assumptions impacting the net premium ratio are recorded as remeasurement changes in the period in which they are made. As cash flow assumptions are reviewed at least annually, there is no provision for adverse deviation included within the liability.
Actual experience is recognized in the period in which the experience arises. Actual experience is then incorporated into the net premium ratio for all products and cohorts on a quarterly basis. When the net premium ratio is revised, whether to incorporate actual experience each reporting period or for the review of cash flow assumptions, the liability is recalculated as of the beginning of the period, discounted at the original contract issuance discount rate, and compared with the carrying amount of
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the liability as of the same date to determine the current period change. The current period change in the liability is recognized as remeasurement gain or loss.
To the extent the present value of future benefits and expenses exceeds the present value of gross premiums, Athene will cap the net premium ratio at one hundred percent by increasing the corresponding liability and recognizing an immediate loss through the consolidated statements of operations. The liability is never recorded at an amount less than zero for the cohort.
The liability for nonparticipating long-duration contracts is discounted using an upper-medium grade fixed income instrument yield aligned to the characteristics of the liability, including the duration and currency of the underlying cash flows. In determining reference portfolio of instruments, Athene has used a single A equivalent level rate and maximized the use of observable data to the extent possible for the duration of its liabilities. The discount rate is required to be updated at the end of each reporting period for the remeasurement of the liability but is locked-in for each cohort for the purpose of interest accretion expense.
Changes in the value of the liability for nonparticipating long-duration contracts due to changes in the discount rate are recognized as a component of OCI on the consolidated statements of comprehensive income (loss). Changes in the liability for remeasurement gains or losses and all other changes in the liability are recorded in future policy and other policy benefits on the consolidated statements of operations.
Future policy benefits include liabilities for no-lapse guarantees on universal life insurance and fixed indexed universal life insurance. Athene establishes future policy benefits for no-lapse guarantees by estimating the expected value of death benefits paid after policyholder account balances have been exhausted. Athene recognizes these benefits proportionally over the life of the contracts based on total actual and expected assessments. The methods Athene uses to estimate the liabilities have assumptions about policyholder behavior, mortality, expected yield on investments supporting the liability and market conditions affecting policyholder account balance growth.
For the liabilities associated with no-lapse guarantees, each reporting period Athene updates expected excess benefits and assessments with actual excess benefits and assessments and adjusts the liability balances due to the OCI effects of unrealized investment gains and losses on AFS securities. Athene also periodically revises the key assumptions used in the calculation of the liabilities that result in revisions to the expected excess benefits and assessments. The effects of changes in assumptions are recorded as unlocking in the period in which the changes are made. Changes in the liabilities associated with no-lapse guarantees, other than the adjustment for the OCI effects of unrealized investment gains and losses on AFS securities, are recorded in future policy and other policy benefits on the consolidated statements of operations.
Future policy benefits are not reduced for amounts ceded under reinsurance agreements which are reported as reinsurance recoverable on the consolidated statements of financial condition.
Market Risk Benefits
Market risk benefits represent contracts or contract features that both provide protection to the contract holder from, and expose the insurance entity to, other-than-nominal capital market risk. Athene’s deferred annuity contracts which contain GLWB and GMDB riders that meet the criteria for, and are classified as, market risk benefits.
Market risk benefits are measured at fair value at the contract level and may be recorded as a liability or an asset, which are recorded on the consolidated statements of financial condition in market risk benefits or other assets, respectively. Multiple market risk benefits on a contract are treated as a single, compound market risk benefit. At contract inception, Athene assesses the fees and assessments that are collectible from the policyholder and allocates them to the extent they are attributable to the market risk benefit. These attributed fees are used in the valuation of the market risk benefits and are never negative or exceed total explicit fees collectible from the policyholder. If the fees are sufficient to cover the projected benefits, a non-option based valuation model is used. If the fees are insufficient to cover the projected benefits, an option-based valuation model is used to compute the market risk benefit liability at contract inception, with an equal and offsetting adjustment recognized in interest sensitive contract liabilities.
Changes in fair value of market risk benefits are recorded in market risk benefits remeasurement (gains) losses on the consolidated statements of operations, excluding portions attributed to changes in instrument-specific credit risk, which are recorded in OCI on the consolidated statements of comprehensive income (loss). Market risk benefits are not reduced for
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
market risk benefits ceded under reinsurance agreements. Ceded market risk benefits are measured at fair value and recorded within reinsurance recoverable on the consolidated statements of financial condition.
Upon annuitization of the contract or the extinguishment of the account balance, the market risk benefit, related annuity contract and unamortized deferred costs are derecognized, including amounts within AOCI. A payout annuity is then established for GLWBs.
Revenues
Revenues for universal life-type policies and investment contracts, including surrender and market value adjustments, costs of insurance, policy administration, GMDB, GLWB and no-lapse guarantee charges, are earned when assessed against policyholder account balances during the period. Interest credited to policyholder account balances and the change in fair value of embedded derivatives within fixed indexed annuity contracts is included in interest sensitive contract benefits on the consolidated statements of operations.
Premiums for long-duration contracts, including products with fixed and guaranteed premiums and benefits, are recognized as revenue when due from policyholders. When premiums are due over a significantly shorter period than the period over which benefits are provided, a deferred profit liability is established equal to the excess of the gross premium over the net premium. The deferred profit liability is recognized in future policy benefits on the consolidated statements of financial condition and amortized into income in relation to either applicable policyholder liabilities for immediate annuities with life contingencies (which includes pension group annuities) or insurance in-force for whole life products through future policy and other policy benefits on the consolidated statements of operations.
When the net premium ratio for the corresponding future policy benefit is updated for actual experience and changes to projected cash flow assumptions, the deferred profit liability is retrospectively recalculated from the contract issuance date through the beginning of the current reporting period. The revised deferred profit liability is compared to the beginning of the period carrying amount to determine the change to be recognized as a remeasurement gain or loss within future policy and other policy benefits on the consolidated statements of operations. Unlike the related future policy benefit, the deferred profit liability will not be remeasured for changes in discount rates each reporting period. Negative VOBA balances associated with payout contracts involving life contingencies, including pension group annuities, are accounted for in a manner similar to the deferred profit liability.
All insurance-related revenue is reported net of reinsurance ceded.
3. Adoption of Accounting Pronouncement
The following table summarizes future policy benefits and changes to the liability:
| (In millions) | Traditional deferred annuities | Indexed annuities | Payout annuities | Reconciling items1 | Total | ||||||||||||||||||||||||
| Balance as of January 1, 2022 | $ | 221 | $ | 5,389 | $ | 32,872 | $ | 8,632 | $ | 47,114 | |||||||||||||||||||
| Change in discount rate assumptions | — | — | 2,406 | — | 2,406 | ||||||||||||||||||||||||
| Adjustment for removal of balances related to market risk benefits | (221) | (5,389) | — | — | (5,610) | ||||||||||||||||||||||||
| Adjustment for offsetting balance in negative VOBA2 | — | — | — | (2,428) | (2,428) | ||||||||||||||||||||||||
| Adjusted balance as of January 1, 2022 | $ | — | $ | — | $ | 35,278 | $ | 6,204 | $ | 41,482 | |||||||||||||||||||
| 1 Reconciling items primarily include negative VOBA associated with our liability for future policy benefits, as well as reserves for our immaterial lines of business including term and whole life, accident and health and disability, as well as other insurance benefit reserves for our no-lapse guarantees with universal life contracts, all of which are fully ceded. | |||||||||||||||||||||||||||||
| 2 Uneliminated adjustments were recorded to positive VOBA within deferred acquisition costs, deferred sales inducements and value of business acquired on the consolidated statements of financial condition. |
Adjustments to the deferred profit liability were not required as these balances were set to zero on the Merger Date. Since the liability for future policy benefits was measured at fair value on the Merger Date, there were no instances upon transition in which net premiums exceeded gross premiums which would have required an immediate loss to be recognized in net income.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the net liability position of market risk benefits:
| (In millions) | Traditional deferred annuities | Indexed annuities | Total | ||||||||||||||
| Balance as of January 1, 2022 | $ | — | $ | — | $ | — | |||||||||||
| Adjustment for addition of existing balances1 | 221 | 5,389 | 5,610 | ||||||||||||||
| Adjustment to positive VOBA due to fair value adjustment for market risk benefits2 | 32 | (1,165) | (1,133) | ||||||||||||||
| Adjustment to negative VOBA due to fair value adjustment for market risk benefits3 | — | (30) | (30) | ||||||||||||||
| Adjusted balance as of January 1, 2022 | $ | 253 | $ | 4,194 | $ | 4,447 | |||||||||||
| 1 Previously recorded within future policy benefits on the consolidated statements of financial condition. | |||||||||||||||||
| 2 Previously recorded within deferred acquisition costs, deferred sales inducements and value of business acquired on the consolidated statements of financial condition. | |||||||||||||||||
| 3 Previously recorded within interest sensitive contract liabilities on the consolidated statements of financial condition. |
The following table represents market risk benefits by asset and liability positions:
| (In millions) | Asset****1 | Liability | Net liability | ||||||||||||||
| Traditional deferred annuities | $ | — | $ | 253 | $ | 253 | |||||||||||
| Indexed annuities | 366 | 4,560 | 4,194 | ||||||||||||||
| Adjusted balance as of January 1, 2022 | $ | 366 | $ | 4,813 | $ | 4,447 | |||||||||||
| 1 Included within other assets on the consolidated statements of financial condition. |
The following table summarizes the change in deferred acquisition costs, deferred sales inducements and value of business acquired:
| (In millions) | VOBA | ||||
| Balance as of January 1, 2022 | $ | 4,527 | |||
| Change in discount rate assumptions for future policy benefits | (22) | ||||
| Fair value adjustment of market risk benefits | (1,133) | ||||
| Adjusted balance as of January 1, 2022 | $ | 3,372 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following represents the effects of LDTI adoption on the applicable financial statement lines of the Company’s consolidated statement of financial condition:
| As of December 31, 2022 | |||||||||||||||||
| (In millions) | Reported | Adoption | Adjusted | ||||||||||||||
| Assets | |||||||||||||||||
| Retirement Services | |||||||||||||||||
| Reinsurance recoverable | $ | 4,367 | $ | (9) | $ | 4,358 | |||||||||||
| Deferred acquisition costs, deferred sales inducements and value of business acquired | 5,576 | (1,110) | 4,466 | ||||||||||||||
| Other assets | 10,902 | (997) | 9,905 | ||||||||||||||
| Total Assets | $ | 259,333 | $ | (2,116) | $ | 257,217 | |||||||||||
| Liabilities and Equity | |||||||||||||||||
| Liabilities | |||||||||||||||||
| Retirement Services | |||||||||||||||||
| Interest sensitive contract liabilities | $ | 173,653 | $ | (37) | $ | 173,616 | |||||||||||
| Future policy benefits | 55,328 | (13,218) | 42,110 | ||||||||||||||
| Market risk benefits | — | 2,970 | 2,970 | ||||||||||||||
| Total Liabilities | 252,104 | (10,285) | 241,819 | ||||||||||||||
| Equity | |||||||||||||||||
| Retained earnings (accumulated deficit) | (2,259) | 1,252 | (1,007) | ||||||||||||||
| Accumulated other comprehensive income (loss) | (12,326) | 4,991 | (7,335) | ||||||||||||||
| Total Apollo Global Management, Inc. Stockholders’ Equity | 397 | 6,243 | 6,640 | ||||||||||||||
| Non-controlling interests | 5,800 | 1,926 | 7,726 | ||||||||||||||
| Total Equity | 6,197 | 8,169 | 14,366 | ||||||||||||||
| Total Liabilities, Redeemable non-controlling interests and Equity | $ | 259,333 | $ | (2,116) | $ | 257,217 |
The following represents the effects of LDTI adoption on the applicable financial statement lines of the Company’s consolidated statements of operations:
| Year ended December 31, 2022 | |||||||||||||||||
| (In millions, except per share data) | Reported | Adoption | Adjusted | ||||||||||||||
| Total Revenues | $ | 10,968 | $ | — | $ | 10,968 | |||||||||||
| Expenses | |||||||||||||||||
| Retirement Services | |||||||||||||||||
| Interest sensitive contract benefits | 541 | (3) | 538 | ||||||||||||||
| Future policy and other policy benefits | 12,310 | 155 | 12,465 | ||||||||||||||
| Market risk benefits remeasurement (gains) losses | — | (1,657) | (1,657) | ||||||||||||||
| Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired | 509 | (65) | 444 | ||||||||||||||
| Policy and other operating expenses | 1,371 | 1 | 1,372 | ||||||||||||||
| Total Expenses | 17,480 | (1,569) | 15,911 | ||||||||||||||
| Income (loss) before income tax (provision) benefit | (5,815) | 1,569 | (4,246) | ||||||||||||||
| Income tax (provision) benefit | 1,069 | (330) | 739 | ||||||||||||||
| Net income (loss) | (4,746) | 1,239 | (3,507) | ||||||||||||||
| Net (income) loss attributable to non-controlling interests | 1,533 | 13 | 1,546 | ||||||||||||||
| Net income (loss) attributable to Apollo Global Management, Inc. common stockholders | $ | (3,213) | $ | 1,252 | $ | (1,961) | |||||||||||
| Earnings (loss) per share | |||||||||||||||||
| Net income (loss) attributable to common stockholders - Basic and Diluted | $ | (5.57) | $ | 2.14 | $ | (3.43) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following represents the effects of LDTI adoption on the applicable financial statement lines of the Company’s consolidated statements of comprehensive income (loss):
| Year ended December 31, 2022 | |||||||||||||||||
| (In millions) | Reported | Adoption | Adjusted | ||||||||||||||
| Net income (loss) | $ | (4,746) | $ | 1,239 | $ | (3,507) | |||||||||||
| Other comprehensive income (loss), before tax | |||||||||||||||||
| Unrealized investment gains (losses) on available-for-sale securities | (17,459) | (699) | (18,158) | ||||||||||||||
| Remeasurement gains (losses) on future policy benefits related to discount rate | — | 8,425 | 8,425 | ||||||||||||||
| Remeasurement gains (losses) on market risk benefits related to credit risk | — | 366 | 366 | ||||||||||||||
| Foreign currency translation and other adjustments | (46) | (12) | (58) | ||||||||||||||
| Other comprehensive income (loss), before tax | (17,501) | 8,080 | (9,421) | ||||||||||||||
| Income tax expense (benefit) related to other comprehensive income (loss) | (3,083) | 1,150 | (1,933) | ||||||||||||||
| Other comprehensive income (loss) | (14,418) | 6,930 | (7,488) | ||||||||||||||
| Comprehensive income (loss) | (19,164) | 8,169 | (10,995) | ||||||||||||||
| Comprehensive (income) loss attributable to non-controlling interests | 3,630 | (1,926) | 1,704 | ||||||||||||||
| Comprehensive income (loss) attributable to Apollo Global Management, Inc. | $ | (15,534) | $ | 6,243 | $ | (9,291) |
The Company made corresponding adjustments to the consolidated statements of equity to reflect the changes to net income (loss) and comprehensive income (loss), as presented above.
The following represents the effects of LDTI adoption on the applicable financial statement lines of the Company’s consolidated statements of cash flows:
| Year ended December 31, 2022 | |||||||||||||||||
| (In millions) | Reported | Adoption | Adjusted | ||||||||||||||
| Net income (loss) | $ | (4,746) | $ | 1,239 | $ | (3,507) | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 594 | (65) | 529 | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Interest sensitive contract liabilities | (1,269) | (68) | (1,337) | ||||||||||||||
| Future policy benefits, market risk benefits and reinsurance recoverable | 5,339 | (1,438) | 3,901 | ||||||||||||||
| Other assets and liabilities | 3,049 | 332 | 3,381 | ||||||||||||||
| Net cash provided by operating activities | 3,789 | — | 3,789 | ||||||||||||||
| Net cash used in investing activities | (23,444) | — | (23,444) | ||||||||||||||
| Net cash provided by financing activities | 28,710 | — | 28,710 | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (15) | — | (15) | ||||||||||||||
| Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalents held at consolidated variable interest entities | 9,040 | — | 9,040 | ||||||||||||||
| Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalents held at consolidated variable interest entities, Beginning of Period | 2,088 | — | 2,088 | ||||||||||||||
| Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalents held at consolidated variable interest entities, End of Period | $ | 11,128 | $ | — | $ | 11,128 | |||||||||||
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Merger with Athene
On January 1, 2022, Apollo and Athene completed the previously announced merger transactions pursuant to the Merger Agreement. As a result of the Mergers, AAM and AHL became subsidiaries of AGM.
Under the Merger Agreement, each issued and outstanding Athene common share was converted automatically into 1.149 shares of common stock of AGM and any cash paid in lieu of fractional shares. The purchase price was as follows:
| (In millions, except share price data and exchange ratio) | |||||
| AHL common shares purchased | 138 | ||||
| Exchange ratio | 1.149 | ||||
| Shares of common stock issued in exchange | 158 | ||||
| AGM Class A shares closing price | $ | 72.43 | |||
| Total merger consideration at closing | $ | 11,455 | |||
| Fair value of estimated RSUs, options and warrants assumed and other equity consideration1,2 | 699 | ||||
| Effective settlement of pre-existing relationships3 | 896 | ||||
| Total merger consideration | 13,050 | ||||
| Fair value of AHL common shares previously held (55 million shares) and other adjustments4,5 | 4,554 | ||||
| Total AHL equity value held by AGM | 17,604 | ||||
| Non-controlling interest6 | 4,942 | ||||
| Total AHL equity value | $ | 22,546 | |||
| 1 AGM issued one-time grants of fully vested RSUs and options to certain executives and stockholders of Athene vesting upon consummation of the Mergers. Additionally, all issued and outstanding warrants of Athene prior to the Merger Date were exchanged for shares of AGM common stock at the time of the Mergers. The fair value of these awards is $600 million and is treated as part of consideration transferred. | |||||
| 2 AGM issued replacement awards for all outstanding Athene equity awards. $99 million was included as part of consideration for the portion that was attributable to pre-combination services and $53 million will be treated as post-combination compensation expense. | |||||
| 3 The pre-existing relationship related to receivables, payables, and dividends between Apollo and Athene. Total fees payable to AGM by Athene for asset management and advisory services were approximately $146 million. A cash dividend of $750 million was declared by Athene to its common stockholders with Apollo owning 100% of the common shares as of the dividend record date. | |||||
| 4 Based on the December 31, 2021 closing price of AHL common shares on the NYSE. | |||||
| 5 Other adjustments includes pushdown of goodwill arising out of deferred tax liabilities associated with identifiable net assets of Athene. | |||||
| 6 Non-controlling interest in Athene includes holders of Athene’s preferred shares and third-party investors in ACRA 1 and in consolidated VIEs of Athene. The fair value of Athene’s preferred shares was based on the closing stock price of Athene’s preferred shares immediately prior to the consummation of the Athene merger and the fair value of the non-controlling interest in ACRA 1 was determined using the discounted distribution model approach. |
The Mergers were accounted for as a business combination. The consideration was allocated to Athene's assets acquired and liabilities assumed based on estimates of their fair values as of the Merger Date. The business combination was achieved in steps. The Company previously held its equity interests in the acquiree at fair value.
Goodwill of $4.1 billion was recorded based on the amount that the Athene equity value exceeded the fair value of the net assets acquired less the amounts attributable to non-controlling interests. Goodwill is primarily attributable to the scale, skill sets, operations, and synergies that can be achieved subsequent to the Mergers. The goodwill recorded is not expected to be deductible for tax purposes. Goodwill on the consolidated statements of financial position includes the impacts of foreign currency translation.
The financial statements were not retrospectively adjusted for the changes to the provisional values of assets acquired and liabilities assumed that occurred in subsequent periods. Adjustments were recognized as information related to the preliminary fair value calculation was obtained. The effect on earnings of changes in depreciation, amortization, or other income effects, as a result of changes to the provisional amounts, were recorded in the same period as the financial statements, calculated as if the accounting had been completed at the Merger Date.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Merger Date:
| (In millions) | Fair Value and Goodwill Calculation | ||||
| Merger consideration | $ | 13,050 | |||
| Fair value of previously held equity interest | 4,554 | ||||
| Total Athene Value to be Held by the Company | 17,604 | ||||
| Total Value to Allocate | |||||
| Investments | 176,015 | ||||
| Cash and cash equivalents | 9,479 | ||||
| Restricted cash and cash equivalents | 796 | ||||
| Investment in related parties | 33,863 | ||||
| Reinsurance recoverable | 4,977 | ||||
| VOBA | 3,372 | ||||
| Assets of consolidated variable interest entities | 3,635 | ||||
| Other assets | 6,115 | ||||
| Estimated fair value of total assets acquired (excluding goodwill) | 238,252 | ||||
| Interest sensitive contract liabilities | 160,241 | ||||
| Future policy benefits | 41,482 | ||||
| Market risk benefits | 4,813 | ||||
| Debt | 3,295 | ||||
| Payables for collateral on derivatives and securities to repurchase | 7,044 | ||||
| Liabilities of consolidated variable interest entities | 461 | ||||
| Other liabilities | 2,443 | ||||
| Estimated fair value of total liabilities assumed | 219,779 | ||||
| Non-controlling interest | 4,942 | ||||
| Estimated fair value of net assets acquired, excluding goodwill | 13,531 | ||||
| Goodwill attributable to Athene | $ | 4,073 |
The Company finalized purchase accounting during the fourth quarter of 2022. During the year ended December 31, 2022, the Company recorded adjustments which decreased provisional goodwill by $108 million. The adjustments were comprised of $25 million for measurement period adjustments and $83 million to adjust the valuation of an investment. The measurement period adjustments were primarily related to decreases in interest sensitive contract liabilities and future policy benefits and the effects to the consolidated statements of operations were immaterial to those periods.
The Company performed a valuation of the acquired investments, policy liabilities, VOBA, other identifiable intangibles, and funds withheld at interest payables and receivables using methodologies consistent with those described in note 2 and note 8.
Value of business acquired and Other identifiable intangible assets
VOBA represents the difference between the fair value of liabilities acquired and reserves established using best estimate assumptions at the Merger Date. Other identifiable intangible assets are included in other assets on the consolidated statements of financial condition and summarized as follows:
| Distribution Channels | Trade Name | Insurance Licenses | ||||||||||||
| These assets are valued using the excess earnings method, which derives value based on the present value of the cash flow attributable to the distribution channels, less returns for contributory assets. Amortization of these assets is on a straight-line basis. | This represents the Athene trade name and was valued using the relief-from-royalty method considering publicly available third-party trade name royalty rates as well as expected premiums generated by the use of the trade name over its anticipated life. Amortization of this asset is on a straight-line basis. | Licenses are protected through registration and were valued using the market approach based on third-party market transactions from which the prices paid for state insurance licenses could be derived. These assets are not amortized. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value and weighted average estimated useful lives of VOBA and other identifiable intangible assets acquired in the Mergers consist of the following:
| Fair value (in millions) | Average useful life (in years) | ||||||||||
| VOBA Asset | $ | 3,372 | 7 | ||||||||
| Distribution Channels | 1,870 | 18 | |||||||||
| Trade Name | 160 | 20 | |||||||||
| State Insurance Licenses | 26 | Indefinite | |||||||||
| Total | $ | 5,428 |
As of the Merger Date, Athene's financial results are reflected in these consolidated financial statements. Athene's revenues of $8,199 million and net income (loss) of $(2,166) million are included in the consolidated statement of operations for the year ended December 31, 2022.
Pro Forma Financial Information
Unaudited pro forma financial information for the year ended December 31, 2021 is presented below. Pro forma financial information presented does not include adjustments to reflect any potential revenue synergies or cost savings that may be achievable in connection with the Mergers and assume the Mergers occurred as of January 1, 2021. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of future operations or results had the Mergers been completed as of January 1, 2021.
| (In millions) | Year ended December 31, 2021 | ||||||||||
| Total Revenues | $ | 30,525 | |||||||||
| Net income attributable to Apollo | 4,244 |
Amounts above reflect certain pro forma adjustments that were directly attributable to the Mergers. These adjustments include the following:
-
the elimination of historical amortization of Athene’s intangibles and the additional amortization of intangibles measured at fair value as of the Merger Date; and
-
the prospective adjustments to the book value of AFS securities and the fair value of mortgage loans, which will be amortized into income based on the expected life of the investments.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Investments
The following table outlines the Company’s investments:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Asset Management | |||||||||||||||||
| Investments, at fair value | $ | 1,489 | $ | 1,320 | |||||||||||||
| Equity method investments | 1,072 | 979 | |||||||||||||||
| Performance allocations | 2,941 | 2,574 | |||||||||||||||
| U.S. Treasury securities, at fair value | — | 709 | |||||||||||||||
| Total Investments – Asset Management | 5,502 | 5,582 | |||||||||||||||
| Retirement Services | |||||||||||||||||
| AFS securities, at fair value | $ | 148,347 | $ | 112,225 | |||||||||||||
| Trading securities, at fair value | 2,544 | 2,473 | |||||||||||||||
| Equity securities | 1,611 | 1,766 | |||||||||||||||
| Mortgage loans, at fair value | 45,396 | 28,756 | |||||||||||||||
| Investment funds | 1,741 | 1,648 | |||||||||||||||
| Policy loans | 334 | 347 | |||||||||||||||
| Funds withheld at interest | 30,833 | 42,688 | |||||||||||||||
| Derivative assets | 5,298 | 3,309 | |||||||||||||||
| Short-term investments | 1,288 | 2,160 | |||||||||||||||
| Other investments | 1,549 | 1,076 | |||||||||||||||
| Total Investments, including related parties – Retirement Services | 238,941 | 196,448 | |||||||||||||||
| Total Investments | $ | 244,443 | $ | 202,030 |
Equity Method Investments — Overall
The tables below present summarized financial information of the Company’s equity method investments in the aggregate.
| Statement of Financial Condition (In millions) | December 31, | ||||||||||
| 2023 1 | 2022 1 | ||||||||||
| Investments | $ | 212,892 | $ | 195,262 | |||||||
| Assets | 238,550 | 216,030 | |||||||||
| Liabilities | 122,659 | 115,914 | |||||||||
| Equity | 115,891 | 100,116 |
| Statement of Operations (In millions) | Years ended December 31, | ||||||||||||||||
| 2023 1 | 2022 1 | 2021 1 | |||||||||||||||
| Revenues/Investment Income | $ | 9,709 | $ | 7,681 | $ | 5,249 | |||||||||||
| Expenses | 9,242 | 7,644 | 4,935 | ||||||||||||||
| Net Investment Income (Loss) | 467 | 37 | 314 | ||||||||||||||
| Net Realized and Unrealized Gain (Loss) | 7,349 | 3,012 | 15,882 | ||||||||||||||
| Net Income (Loss) | $ | 7,816 | $ | 3,049 | $ | 16,196 | |||||||||||
| 1 Certain fund amounts are as of and for the twelve months ended September 30, 2023, 2022 and 2021. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Management
Net Gains (Losses) from Investment Activities
The following outlines realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Realized gains (losses) on sales of investments, net | $ | (9) | $ | (14) | $ | — | |||||||||||||||||||||||
| Net change in unrealized gains (losses) due to changes in fair value | 16 | 179 | 2,611 | ||||||||||||||||||||||||||
| Net gains (losses) from investment activities | $ | 7 | $ | 165 | $ | 2,611 |
Performance Allocations
Performance allocations receivable is recorded within investments in the consolidated statements of financial condition. The table below provides a roll forward of the performance allocations balance:
| (In millions) | Total | ||||
| Performance allocations, January 1, 2022 | $ | 2,732 | |||
| Change in fair value of funds | 615 | ||||
| Fund distributions to the Company | (773) | ||||
| Performance allocations, December 31, 2022 | $ | 2,574 | |||
| Change in fair value of funds | 1,048 | ||||
| Fund distributions to the Company | (681) | ||||
| Performance allocations, December 31, 2023 | $ | 2,941 |
The change in fair value of funds excludes the general partner obligation to return previously distributed performance allocations, which is recorded in due to related parties in the consolidated statements of financial condition.
The timing of the payment of performance allocations due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, performance allocations with respect to the private equity funds and certain credit and real assets funds are payable and are distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Retirement Services
AFS Securities
The following table represents the amortized cost, allowance for credit losses, gross unrealized gains and losses and fair value of Athene’s AFS investments by asset type:
| December 31, 2023 | |||||||||||||||||||||||||||||
| (In millions) | Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||
| U.S. government and agencies | $ | 6,161 | $ | — | $ | 67 | $ | (829) | $ | 5,399 | |||||||||||||||||||
| U.S. state, municipal and political subdivisions | 1,296 | — | — | (250) | 1,046 | ||||||||||||||||||||||||
| Foreign governments | 2,083 | — | 71 | (255) | 1,899 | ||||||||||||||||||||||||
| Corporate | 88,343 | (129) | 830 | (10,798) | 78,246 | ||||||||||||||||||||||||
| CLO | 20,506 | (2) | 261 | (558) | 20,207 | ||||||||||||||||||||||||
| ABS | 13,942 | (49) | 120 | (630) | 13,383 | ||||||||||||||||||||||||
| CMBS | 7,070 | (29) | 52 | (502) | 6,591 | ||||||||||||||||||||||||
| RMBS | 8,160 | (381) | 252 | (464) | 7,567 | ||||||||||||||||||||||||
| Total AFS securities | 147,561 | (590) | 1,653 | (14,286) | 134,338 | ||||||||||||||||||||||||
| AFS securities – related parties | |||||||||||||||||||||||||||||
| Corporate | 1,423 | — | 1 | (72) | 1,352 | ||||||||||||||||||||||||
| CLO | 4,367 | — | 21 | (120) | 4,268 | ||||||||||||||||||||||||
| ABS | 8,665 | (1) | 34 | (309) | 8,389 | ||||||||||||||||||||||||
| Total AFS securities – related parties | 14,455 | (1) | 56 | (501) | 14,009 | ||||||||||||||||||||||||
| Total AFS securities, including related parties | $ | 162,016 | $ | (591) | $ | 1,709 | $ | (14,787) | $ | 148,347 |
| December 31, 2022 | |||||||||||||||||||||||||||||
| (In millions) | Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||
| U.S. government and agencies | $ | 3,333 | $ | — | $ | — | $ | (756) | $ | 2,577 | |||||||||||||||||||
| U.S. state, municipal and political subdivisions | 1,218 | — | — | (291) | 927 | ||||||||||||||||||||||||
| Foreign governments | 1,207 | (27) | 3 | (276) | 907 | ||||||||||||||||||||||||
| Corporate | 74,644 | (61) | 92 | (13,774) | 60,901 | ||||||||||||||||||||||||
| CLO | 17,722 | (7) | 115 | (1,337) | 16,493 | ||||||||||||||||||||||||
| ABS | 11,447 | (29) | 15 | (906) | 10,527 | ||||||||||||||||||||||||
| CMBS | 4,636 | (5) | 6 | (479) | 4,158 | ||||||||||||||||||||||||
| RMBS | 6,775 | (329) | 64 | (596) | 5,914 | ||||||||||||||||||||||||
| Total AFS securities | 120,982 | (458) | 295 | (18,415) | 102,404 | ||||||||||||||||||||||||
| AFS securities – related parties | |||||||||||||||||||||||||||||
| Corporate | 1,028 | — | 1 | (47) | 982 | ||||||||||||||||||||||||
| CLO | 3,346 | (1) | 10 | (276) | 3,079 | ||||||||||||||||||||||||
| ABS | 6,066 | — | 3 | (309) | 5,760 | ||||||||||||||||||||||||
| Total AFS securities – related parties | 10,440 | (1) | 14 | (632) | 9,821 | ||||||||||||||||||||||||
| Total AFS securities, including related parties | $ | 131,422 | $ | (459) | $ | 309 | $ | (19,047) | $ | 112,225 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amortized cost and fair value of AFS securities, including related parties, are shown by contractual maturity below:
| December 31, 2023 | |||||||||||
| (In millions) | Amortized Cost | Fair Value | |||||||||
| AFS securities | |||||||||||
| Due in one year or less | $ | 2,279 | $ | 2,231 | |||||||
| Due after one year through five years | 17,715 | 16,944 | |||||||||
| Due after five years through ten years | 23,824 | 21,631 | |||||||||
| Due after ten years | 54,065 | 45,784 | |||||||||
| CLO, ABS, CMBS and RMBS | 49,678 | 47,748 | |||||||||
| Total AFS securities | 147,561 | 134,338 | |||||||||
| AFS securities – related parties | |||||||||||
| Due after one year through five years | 913 | 898 | |||||||||
| Due after five years through ten years | 122 | 115 | |||||||||
| Due after ten years | 388 | 339 | |||||||||
| CLO and ABS | 13,032 | 12,657 | |||||||||
| Total AFS securities – related parties | 14,455 | 14,009 | |||||||||
| Total AFS securities, including related parties | $ | 162,016 | $ | 148,347 |
Actual maturities can differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Unrealized Losses on AFS Securities
The following summarizes the fair value and gross unrealized losses for AFS securities, including related parties, for which an allowance for credit losses has not been recorded, aggregated by asset type and length of time the fair value has remained below amortized cost:
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||
| (In millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||
| U.S. government and agencies | $ | 2,013 | $ | (94) | $ | 2,389 | $ | (735) | $ | 4,402 | $ | (829) | |||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | 123 | (5) | 888 | (245) | 1,011 | (250) | |||||||||||||||||||||||||||||
| Foreign governments | 690 | (13) | 760 | (242) | 1,450 | (255) | |||||||||||||||||||||||||||||
| Corporate | 7,752 | (474) | 50,028 | (10,311) | 57,780 | (10,785) | |||||||||||||||||||||||||||||
| CLO | 689 | (2) | 11,579 | (543) | 12,268 | (545) | |||||||||||||||||||||||||||||
| ABS | 2,129 | (75) | 4,378 | (458) | 6,507 | (533) | |||||||||||||||||||||||||||||
| CMBS | 859 | (12) | 1,967 | (406) | 2,826 | (418) | |||||||||||||||||||||||||||||
| RMBS | 467 | (9) | 2,057 | (263) | 2,524 | (272) | |||||||||||||||||||||||||||||
| Total AFS securities | 14,722 | (684) | 74,046 | (13,203) | 88,768 | (13,887) | |||||||||||||||||||||||||||||
| AFS securities – related parties | |||||||||||||||||||||||||||||||||||
| Corporate | 548 | (35) | 382 | (37) | 930 | (72) | |||||||||||||||||||||||||||||
| CLO | 397 | (16) | 2,592 | (102) | 2,989 | (118) | |||||||||||||||||||||||||||||
| ABS | 2,008 | (66) | 2,793 | (225) | 4,801 | (291) | |||||||||||||||||||||||||||||
| Total AFS securities – related parties | 2,953 | (117) | 5,767 | (364) | 8,720 | (481) | |||||||||||||||||||||||||||||
| Total AFS securities, including related parties | $ | 17,675 | $ | (801) | $ | 79,813 | $ | (13,567) | $ | 97,488 | $ | (14,368) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||
| (In millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||
| U.S. government and agencies | $ | 2,539 | $ | (756) | $ | — | $ | — | $ | 2,539 | $ | (756) | |||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | 911 | (291) | — | — | 911 | (291) | |||||||||||||||||||||||||||||
| Foreign governments | 891 | (275) | — | — | 891 | (275) | |||||||||||||||||||||||||||||
| Corporate | 58,256 | (13,773) | — | — | 58,256 | (13,773) | |||||||||||||||||||||||||||||
| CLO | 13,486 | (1,277) | — | — | 13,486 | (1,277) | |||||||||||||||||||||||||||||
| ABS | 8,119 | (801) | — | — | 8,119 | (801) | |||||||||||||||||||||||||||||
| CMBS | 2,650 | (427) | — | — | 2,650 | (427) | |||||||||||||||||||||||||||||
| RMBS | 2,621 | (365) | — | — | 2,621 | (365) | |||||||||||||||||||||||||||||
| Total AFS securities | 89,473 | (17,965) | — | — | 89,473 | (17,965) | |||||||||||||||||||||||||||||
| AFS securities – related parties | |||||||||||||||||||||||||||||||||||
| Corporate | 619 | (47) | — | — | 619 | (47) | |||||||||||||||||||||||||||||
| CLO | 2,752 | (273) | — | — | 2,752 | (273) | |||||||||||||||||||||||||||||
| ABS | 5,487 | (308) | — | — | 5,487 | (308) | |||||||||||||||||||||||||||||
| Total AFS securities – related parties | 8,858 | (628) | — | — | 8,858 | (628) | |||||||||||||||||||||||||||||
| Total AFS securities, including related parties | $ | 98,331 | $ | (18,593) | $ | — | $ | — | $ | 98,331 | $ | (18,593) |
The following summarizes the number of AFS securities that were in an unrealized loss position, including related parties, for which an allowance for credit losses has not been recorded:
| December 31, 2023 | |||||||||||
| Unrealized Loss Position | Unrealized Loss Position 12 Months or More | ||||||||||
| AFS securities | 8,650 | 7,714 | |||||||||
| AFS securities – related parties | 182 | 146 |
The unrealized losses on AFS securities can primarily be attributed to changes in market interest rates since acquisition. Athene did not recognize the unrealized losses in income, unless as required for hedge accounting, as it intends to hold these securities and it is not more likely than not it will be required to sell a security before the recovery of its amortized cost.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Allowance for Credit Losses
The following table summarizes the activity in the allowance for credit losses for AFS securities by asset type:
| Year Ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Additions | Reductions | |||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Beginning balance | Initial credit losses | Initial credit losses on PCD securities | Securities sold during the period | Securities intended to be sold prior to recovery of amortized cost basis | Additions (reductions) to previously impaired securities | Ending Balance | |||||||||||||||||||||||||||||||||||||
| AFS Securities | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign governments | $ | 27 | $ | — | $ | — | $ | (27) | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||
| Corporate | 61 | 88 | — | (8) | (15) | 3 | 129 | |||||||||||||||||||||||||||||||||||||
| CLO | 7 | 1 | — | — | — | (6) | 2 | |||||||||||||||||||||||||||||||||||||
| ABS | 29 | 23 | — | (4) | — | 1 | 49 | |||||||||||||||||||||||||||||||||||||
| CMBS | 5 | 26 | — | — | — | (2) | 29 | |||||||||||||||||||||||||||||||||||||
| RMBS | 329 | 16 | 53 | (16) | — | (1) | 381 | |||||||||||||||||||||||||||||||||||||
| Total AFS securities | 458 | 154 | 53 | (55) | (15) | (5) | 590 | |||||||||||||||||||||||||||||||||||||
| AFS securities – related parties | ||||||||||||||||||||||||||||||||||||||||||||
| CLO | 1 | — | — | — | — | (1) | — | |||||||||||||||||||||||||||||||||||||
| ABS | — | 1 | — | — | — | — | 1 | |||||||||||||||||||||||||||||||||||||
| Total AFS securities – related parties | 1 | 1 | — | — | — | (1) | 1 | |||||||||||||||||||||||||||||||||||||
| Total AFS securities including related parties | $ | 459 | $ | 155 | $ | 53 | $ | (55) | $ | (15) | $ | (6) | $ | 591 |
| Year Ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||
| Additions | Reductions | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | Beginning balance****1 | Initial credit losses | Initial credit losses on PCD securities | Securities sold during the period | Securities intended to be sold prior to recovery of amortized cost basis | Additions (reductions) to previously impaired securities | Ending Balance | ||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||
| Foreign governments | $ | — | $ | 66 | $ | — | $ | (28) | $ | — | $ | (11) | $ | 27 | |||||||||||||||||||||||||||
| Corporate | — | 70 | — | — | (6) | (3) | 61 | ||||||||||||||||||||||||||||||||||
| CLO | — | 29 | — | — | — | (22) | 7 | ||||||||||||||||||||||||||||||||||
| ABS | 5 | 28 | — | (3) | — | (1) | 29 | ||||||||||||||||||||||||||||||||||
| CMBS | — | 15 | — | — | — | (10) | 5 | ||||||||||||||||||||||||||||||||||
| RMBS | 306 | 41 | 7 | (29) | — | 4 | 329 | ||||||||||||||||||||||||||||||||||
| Total AFS securities | 311 | 249 | 7 | (60) | (6) | (43) | 458 | ||||||||||||||||||||||||||||||||||
| AFS securities – related parties | |||||||||||||||||||||||||||||||||||||||||
| CLO | — | 3 | — | — | — | (2) | 1 | ||||||||||||||||||||||||||||||||||
| ABS | — | 18 | — | — | — | (18) | — | ||||||||||||||||||||||||||||||||||
| Total AFS securities – related parties | — | 21 | — | — | — | (20) | 1 | ||||||||||||||||||||||||||||||||||
| Total AFS securities, including related parties | $ | 311 | $ | 270 | $ | 7 | $ | (60) | $ | (6) | $ | (63) | $ | 459 | |||||||||||||||||||||||||||
| 1 Beginning balance reflects allowances established at the time of the Mergers under purchase accounting for PCD investments. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net Investment Income
Net investment income by asset class consists of the following:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||||||||
| AFS securities | $ | 6,901 | $ | 4,165 | |||||||||||||||||||||||||
| Trading securities | 177 | 174 | |||||||||||||||||||||||||||
| Equity securities | 76 | 64 | |||||||||||||||||||||||||||
| Mortgage loans | 2,360 | 1,261 | |||||||||||||||||||||||||||
| Investment funds | 90 | 408 | |||||||||||||||||||||||||||
| Funds withheld at interest | 1,752 | 1,844 | |||||||||||||||||||||||||||
| Other | 815 | 270 | |||||||||||||||||||||||||||
| Investment revenue | 12,171 | 8,186 | |||||||||||||||||||||||||||
| Investment expenses | (91) | (38) | |||||||||||||||||||||||||||
| Net investment income | $ | 12,080 | $ | 8,148 |
Investment Related Gains (Losses)
Investment related gains (losses) by asset class consists of the following:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||||||||
| AFS securities1 | |||||||||||||||||||||||||||||
| Gross realized gains on investment activity | $ | 926 | $ | 1,337 | |||||||||||||||||||||||||
| Gross realized losses on investment activity | (779) | (2,151) | |||||||||||||||||||||||||||
| Net realized investment gains (losses) on AFS securities | 147 | (814) | |||||||||||||||||||||||||||
| Net recognized investment gains (losses) on trading securities | 66 | (432) | |||||||||||||||||||||||||||
| Net recognized investment gains (losses) on equity securities | 13 | (153) | |||||||||||||||||||||||||||
| Net recognized investment gains (losses) on mortgage loans | 207 | (2,974) | |||||||||||||||||||||||||||
| Derivative gains (losses) | 2,135 | (9,173) | |||||||||||||||||||||||||||
| Provision for credit losses | (335) | (227) | |||||||||||||||||||||||||||
| Other gains (losses) | (805) | 1,056 | |||||||||||||||||||||||||||
| Investment related gains (losses) | $ | 1,428 | $ | (12,717) | |||||||||||||||||||||||||
| 1 Includes the effects of recognized gains or losses on AFS securities associated with designated hedges. |
Proceeds from sales of AFS securities were $6,464 million and $9,421 million for the years ended December 31, 2023 and 2022, respectively.
The following table summarizes the change in unrealized gains (losses) on trading and equity securities held as of the respective period end:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||||||||
| Trading securities | $ | 85 | $ | (415) | |||||||||||||||||||||||||
| Trading securities – related parties | 8 | 1 | |||||||||||||||||||||||||||
| Equity securities | 51 | (146) | |||||||||||||||||||||||||||
| Equity securities – related parties | (2) | — |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Repurchase Agreements
The following table summarizes the remaining contractual maturities of repurchase agreements, which are included in payables for collateral on derivatives and securities to repurchase on the consolidated statements of financial condition:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||
| Less than 30 days | $ | 686 | $ | 608 | |||||||||||||||||||||||||||||||
| 30-90 days | — | 1,268 | |||||||||||||||||||||||||||||||||
| 1 year and greater | 3,167 | 2,867 | |||||||||||||||||||||||||||||||||
| Payables for repurchase agreements | $ | 3,853 | $ | 4,743 |
The following table summarizes the securities pledged as collateral for repurchase agreements:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| (In millions) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||
| AFS securities | |||||||||||||||||||||||
| U.S. government and agencies | $ | — | $ | — | $ | 2,559 | $ | 1,941 | |||||||||||||||
| Foreign governments | 137 | 99 | 146 | 107 | |||||||||||||||||||
| Corporate | 2,735 | 2,307 | 1,940 | 1,605 | |||||||||||||||||||
| CLO | 580 | 579 | 273 | 261 | |||||||||||||||||||
| ABS | 1,207 | 1,086 | 1,243 | 1,082 | |||||||||||||||||||
| Total securities pledged under repurchase agreements | $ | 4,659 | $ | 4,071 | $ | 6,161 | $ | 4,996 |
Reverse Repurchase Agreements
As of December 31, 2023 and 2022, amounts loaned under reverse repurchase agreements were $947 million and $1,640 million, respectively, and the fair value of the collateral, comprised primarily of commercial and residential mortgage loans, was $1,504 million and $1,753 million, respectively.
Mortgage Loans, including related parties and consolidated VIEs
Mortgage loans includes both commercial and residential loans. Athene has elected the fair value option on its mortgage loan portfolio. See note 8 for further fair value option information. The following represents the mortgage loan portfolio, with fair value option loans presented at unpaid principal balance:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Commercial mortgage loans | $ | 27,630 | $ | 21,061 | |||||||
| Commercial mortgage loans under development | 1,228 | 790 | |||||||||
| Total commercial mortgage loans | 28,858 | 21,851 | |||||||||
| Mark to fair value | (2,246) | (1,743) | |||||||||
| Commercial mortgage loans | 26,612 | 20,108 | |||||||||
| Residential mortgage loans | 21,894 | 11,802 | |||||||||
| Mark to fair value | (937) | (1,099) | |||||||||
| Residential mortgage loans | 20,957 | 10,703 | |||||||||
| Mortgage loans | $ | 47,569 | $ | 30,811 |
Athene primarily invests in commercial mortgage loans on income producing properties, including office and retail buildings, apartments, hotels, and industrial properties. Athene diversifies the commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. Athene evaluates mortgage loans based on relevant current information to confirm if properties are performing at a consistent and acceptable level to secure the related debt.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The distribution of commercial mortgage loans, including those under development, by property type and geographic region is as follows:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| (In millions, except percentages) | Fair Value | Percentage of Total | Fair Value | Percentage of Total | |||||||||||||||||||
| Property type | |||||||||||||||||||||||
| Apartment | $ | 9,591 | 36.0 | % | $ | 6,692 | 33.3 | % | |||||||||||||||
| Office building | 4,455 | 16.7 | % | 4,651 | 23.1 | % | |||||||||||||||||
| Industrial | 4,143 | 15.6 | % | 2,047 | 10.2 | % | |||||||||||||||||
| Hotels | 2,913 | 11.0 | % | 1,855 | 9.2 | % | |||||||||||||||||
| Retail | 2,158 | 8.1 | % | 1,454 | 7.2 | % | |||||||||||||||||
| Other commercial | 3,352 | 12.6 | % | 3,409 | 17.0 | % | |||||||||||||||||
| Total commercial mortgage loans | $ | 26,612 | 100.0 | % | $ | 20,108 | 100.0 | % | |||||||||||||||
| U.S. Region | |||||||||||||||||||||||
| East North Central | $ | 1,517 | 5.7 | % | $ | 1,437 | 7.1 | % | |||||||||||||||
| East South Central | 523 | 2.0 | % | 413 | 2.1 | % | |||||||||||||||||
| Middle Atlantic | 7,147 | 26.9 | % | 5,183 | 25.8 | % | |||||||||||||||||
| Mountain | 1,196 | 4.5 | % | 898 | 4.5 | % | |||||||||||||||||
| New England | 1,295 | 4.9 | % | 1,076 | 5.4 | % | |||||||||||||||||
| Pacific | 4,860 | 18.3 | % | 3,781 | 18.8 | % | |||||||||||||||||
| South Atlantic | 4,583 | 17.2 | % | 2,756 | 13.7 | % | |||||||||||||||||
| West North Central | 249 | 0.9 | % | 231 | 1.1 | % | |||||||||||||||||
| West South Central | 1,228 | 4.6 | % | 1,085 | 5.4 | % | |||||||||||||||||
| Total U.S. Region | 22,598 | 85.0 | % | 16,860 | 83.9 | % | |||||||||||||||||
| International Region | |||||||||||||||||||||||
| United Kingdom | 2,343 | 8.7 | % | 1,898 | 9.4 | % | |||||||||||||||||
| Other international1 | 1,671 | 6.3 | % | 1,350 | 6.7 | % | |||||||||||||||||
| Total International Region | 4,014 | 15.0 | % | 3,248 | 16.1 | % | |||||||||||||||||
| Total commercial mortgage loans | $ | 26,612 | 100.0 | % | $ | 20,108 | 100.0 | % | |||||||||||||||
| 1 Represents all other countries, with each individual country comprising less than 5% of the portfolio. |
Athene’s residential mortgage loan portfolio includes first lien residential mortgage loans collateralized by properties in various geographic locations and is summarized by proportion of the portfolio in the following table:
| December 31, 2023 | December 31, 2022 | ||||||||||
| U.S. States | |||||||||||
| California | 27.6 | % | 28.9 | % | |||||||
| Florida | 12.0 | % | 9.7 | % | |||||||
| Texas | 6.1 | % | 4.3 | % | |||||||
| New York | 5.9 | % | 5.6 | % | |||||||
| New Jersey | 4.9 | % | 5.3 | % | |||||||
| Arizona | 4.1 | % | 5.1 | % | |||||||
| Other1 | 30.4 | % | 27.4 | % | |||||||
| Total U.S. residential mortgage loan percentage | 91.0 | % | 86.3 | % | |||||||
| International | |||||||||||
| United Kingdom | 4.0 | % | 5.4 | % | |||||||
| Other2 | 5.0 | % | 8.3 | % | |||||||
| Total international residential mortgage loan percentage | 9.0 | % | 13.7 | % | |||||||
| Total residential mortgage loan percentage | 100.0 | % | 100.0 | % | |||||||
| 1 Represents all other states, with each individual state comprising less than 5% of the portfolio. | |||||||||||
| 2 Represents all other countries, with each individual country comprising less than 5% of the portfolio. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment Funds
Athene’s investment fund portfolio consists of funds that employ various strategies and include investments in origination platforms, insurance platforms, and equity, hybrid, yield and other funds. Investment funds can meet the definition of VIEs. The investment funds do not specify timing of distributions on the funds’ underlying assets.
The following summarizes Athene’s investment funds, including related parties and consolidated VIEs:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| (In millions, except percentages) | Carrying Value | Percentage of Total | Carrying Value | Percentage of Total | |||||||||||||||||||
| Investment funds | |||||||||||||||||||||||
| Equity funds | $ | 82 | 75.3 | % | $ | 46 | 58.2 | % | |||||||||||||||
| Hybrid funds | 20 | 18.3 | % | 32 | 40.5 | % | |||||||||||||||||
| Other | 7 | 6.4 | % | 1 | 1.3 | % | |||||||||||||||||
| Total investment funds | 109 | 100.0 | % | 79 | 100.0 | % | |||||||||||||||||
| Investment funds – related parties | |||||||||||||||||||||||
| Strategic origination platforms | 47 | 2.9 | % | 34 | 2.2 | % | |||||||||||||||||
| Strategic insurance platforms | 1,300 | 79.7 | % | 1,259 | 80.2 | % | |||||||||||||||||
| Apollo and other fund investments | |||||||||||||||||||||||
| Equity funds | 254 | 15.6 | % | 246 | 15.7 | % | |||||||||||||||||
| Yield funds | 8 | 0.5 | % | 5 | 0.3 | % | |||||||||||||||||
| Other | 23 | 1.3 | % | 25 | 1.6 | % | |||||||||||||||||
| Total investment funds – related parties | 1,632 | 100.0 | % | 1,569 | 100.0 | % | |||||||||||||||||
| Investment funds – consolidated VIEs | |||||||||||||||||||||||
| Strategic origination platforms | 5,594 | 35.4 | % | 4,829 | 38.7 | % | |||||||||||||||||
| Strategic insurance platforms | 483 | 3.1 | % | 529 | 4.2 | % | |||||||||||||||||
| Apollo and other fund investments | |||||||||||||||||||||||
| Equity funds | 3,302 | 20.9 | % | 2,640 | 21.2 | % | |||||||||||||||||
| Hybrid funds | 4,242 | 26.7 | % | 3,112 | 24.9 | % | |||||||||||||||||
| Yield funds | 1,356 | 8.6 | % | 1,044 | 8.4 | % | |||||||||||||||||
| Other | 843 | 5.3 | % | 326 | 2.6 | % | |||||||||||||||||
| Total investment funds – consolidated VIEs | 15,820 | 100.0 | % | 12,480 | 100.0 | % | |||||||||||||||||
| Total investment funds, including related parties and consolidated VIEs | $ | 17,561 | $ | 14,128 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentrations—The following table represents Athene’s investment concentrations in excess of 10% of stockholders’ equity:
| (In millions) | December 31, 2023 | ||||
| Wheels Donlen1 | $ | 1,591 | |||
| AT&T Inc. | 1,526 | ||||
| December 31, 2022 | |||||
| Wheels Donlen1 | $ | 1,288 | |||
| Athora1 | 1,232 | ||||
| PK AirFinance1 | 999 | ||||
| AP Tundra | 896 | ||||
| MFI Investments | 878 | ||||
| SoftBank Vision Fund II | 789 | ||||
| MidCap Financial1 | 788 | ||||
| Cayman Universe | 756 | ||||
| Concord Music CL A2 | 684 | ||||
| Redding Ridge | 683 | ||||
| AOP Finance | 671 | ||||
| 1 Related party amounts are representative of single issuer risk and may only include a portion of the total investments associated with a related party. See further discussion of these related parties in note 19. | |||||
6. Derivatives
The Company uses a variety of derivative instruments to manage risks, primarily equity, interest rate, credit, foreign currency and market volatility. See note 2 for a description of our accounting policies for derivatives and note 8 for information about the fair value hierarchy for derivatives.
The following table presents the notional amount and fair value of derivative instruments:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Notional Amount | Fair Value | Notional Amount | Fair Value | ||||||||||||||||||||||||||||||||
| (In millions) | Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||
| Foreign currency hedges | |||||||||||||||||||||||||||||||||||
| Swaps | 9,034 | $ | 477 | $ | 230 | 6,677 | $ | 747 | $ | 154 | |||||||||||||||||||||||||
| Forwards | 6,294 | 275 | 102 | 6,283 | 406 | 52 | |||||||||||||||||||||||||||||
| Interest rate swaps | 4,468 | — | 521 | 4,468 | — | 803 | |||||||||||||||||||||||||||||
| Forwards on net investments | 219 | — | 6 | 216 | 2 | — | |||||||||||||||||||||||||||||
| Interest rate swaps | 10,031 | 29 | 95 | 9,332 | 9 | 150 | |||||||||||||||||||||||||||||
| Total derivatives designated as hedges | 781 | 954 | 1,164 | 1,159 | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||
| Equity options | 73,881 | 3,809 | 102 | 65,089 | 1,374 | 114 | |||||||||||||||||||||||||||||
| Futures | 35 | 72 | — | 18 | 33 | — | |||||||||||||||||||||||||||||
| Foreign currency swaps | 8,072 | 230 | 244 | 3,563 | 251 | 112 | |||||||||||||||||||||||||||||
| Interest rate swaps | 3,499 | 81 | 9 | 488 | 74 | — | |||||||||||||||||||||||||||||
| Other swaps | 2,588 | 39 | 1 | 89 | — | 4 | |||||||||||||||||||||||||||||
| Foreign currency forwards | 28,236 | 286 | 685 | 16,376 | 413 | 257 | |||||||||||||||||||||||||||||
| Embedded derivatives | |||||||||||||||||||||||||||||||||||
| Funds withheld, including related parties | (4,100) | (64) | (6,272) | (77) | |||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | — | 9,059 | — | 5,841 | |||||||||||||||||||||||||||||||
| Total derivatives not designated as hedges | 417 | 10,036 | (4,127) | 6,251 | |||||||||||||||||||||||||||||||
| Total derivatives | $ | 1,198 | $ | 10,990 | $ | (2,963) | $ | 7,410 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivatives Designated as Hedges
Cash Flow Hedges
Athene uses interest rate swaps to convert floating-rate interest payments to fixed-rate interest payments to reduce exposure to interest rate changes. The interest rate swaps will expire by July 2027. During the years ended December 31, 2023 and 2022, Athene recognized gains of $33 million and losses of $106 million, respectively, in OCI associated with these hedges. There were no amounts deemed ineffective during the years ended December 31, 2023 and 2022. As of December 31, 2023, no amounts are expected to be reclassified to income within the next 12 months.
Fair Value Hedges
Athene uses foreign currency forward contracts, foreign currency swaps, foreign currency interest rate swaps, and interest rate swaps that are designated and accounted for as fair value hedges to hedge certain exposures to foreign currency risk and interest rate risk. The foreign currency forward price is agreed upon at the time of the contract and payment is made at a specified future date.
The following represents the carrying amount and the cumulative fair value hedging adjustments included in the hedged assets or liabilities:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| (In millions) | Carrying amount of the hedged assets or liabilities****1 | Cumulative amount of fair value hedging gains (losses) | Carrying amount of the hedged assets or liabilities****1 | Cumulative amount of fair value hedging gains (losses) | |||||||||||||||||||
| AFS securities | |||||||||||||||||||||||
| Foreign currency forwards | $ | 4,883 | $ | (15) | $ | 5,259 | $ | (217) | |||||||||||||||
| Foreign currency swaps | 6,820 | (141) | 4,797 | (398) | |||||||||||||||||||
| Interest sensitive contract liabilities | |||||||||||||||||||||||
| Foreign currency swaps | 1,438 | 19 | 1,081 | 88 | |||||||||||||||||||
| Foreign currency interest rate swaps | 4,010 | 363 | 4,348 | 632 | |||||||||||||||||||
| Interest rate swaps | 6,910 | 189 | 6,577 | 323 | |||||||||||||||||||
| 1 The carrying amount disclosed for AFS securities is amortized cost. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of the gains (losses) related to the derivatives and related hedged items in fair value hedge relationships:
| Amount Excluded | |||||||||||||||||||||||||||||
| (In millions) | Derivatives | Hedged Items | Net | Recognized in income through amortization approach | Recognized in income through changes in fair value | ||||||||||||||||||||||||
| Year ended December 31, 2023 | |||||||||||||||||||||||||||||
| Investment related gains (losses) | |||||||||||||||||||||||||||||
| Foreign currency forwards | $ | (169) | $ | 167 | $ | (2) | $ | 82 | $ | 20 | |||||||||||||||||||
| Foreign currency swaps | (159) | 169 | 10 | — | — | ||||||||||||||||||||||||
| Foreign currency interest rate swaps | 282 | (269) | 13 | — | — | ||||||||||||||||||||||||
| Interest rate swaps | 111 | (118) | (7) | — | — | ||||||||||||||||||||||||
| Interest sensitive contract benefits | |||||||||||||||||||||||||||||
| Foreign currency interest rate swaps | 57 | (60) | (3) | — | — | ||||||||||||||||||||||||
| Year ended December 31, 2022 | |||||||||||||||||||||||||||||
| Investment related gains (losses) | |||||||||||||||||||||||||||||
| Foreign currency forwards | $ | 183 | $ | (190) | $ | (7) | $ | 67 | $ | 9 | |||||||||||||||||||
| Foreign currency swaps | 286 | (310) | (24) | — | — | ||||||||||||||||||||||||
| Foreign currency interest rate swaps | (622) | 632 | 10 | — | — | ||||||||||||||||||||||||
| Interest rate swaps | (332) | 323 | (9) | — | — | ||||||||||||||||||||||||
| Interest sensitive contract benefits | |||||||||||||||||||||||||||||
| Foreign currency interest rate swaps | 52 | (53) | (1) | — | — | ||||||||||||||||||||||||
The following is a summary of the gains (losses) excluded from the assessment of hedge effectiveness that were recognized in OCI:
| Years ended December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Foreign currency forwards | $ | (45) | $ | 20 | |||||||
| Foreign currency swaps | (187) | 88 |
Net Investment Hedges
Athene uses foreign currency forwards to hedge the foreign currency exchange rate risk of its investments in subsidiaries that have a reporting currency other than the U.S. dollar. Hedge effectiveness is assessed based on the changes in forward rates. During the years ended December 31, 2023 and 2022, these derivatives had losses of $4 million and gains of $30 million, respectively. These derivatives are included in foreign currency translation and other adjustments on the consolidated statements of comprehensive income (loss). As of December 31, 2023 and 2022, the cumulative foreign currency translations recorded in AOCI related to these net investment hedges were gains of $26 million and $30 million, respectively. During the years ended December 31, 2023 and 2022, there were no amounts deemed ineffective.
Derivatives Not Designated as Hedges
Equity options
Athene uses equity indexed options to economically hedge fixed indexed annuity products that guarantee the return of principal to the policyholder and credit interest based on a percentage of the gain in a specified market index, primarily the S&P 500. To hedge against adverse changes in equity indices, Athene enters into contracts to buy equity indexed options. The contracts are net settled in cash based on differentials in the indices at the time of exercise and the strike price.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Futures
Athene purchases futures contracts to hedge the growth in interest credited to the customer as a direct result of increases in the related indices. Athene enters into exchange-traded futures with regulated futures commission clearing brokers who are members of a trading exchange. Under exchange-traded futures contracts, Athene agrees to purchase a specified number of contracts with other parties and to post variation margin on a daily basis in an amount equal to the difference in the daily fair values of those contracts.
Interest rate swaps
Athene uses interest rate swaps to reduce market risks from interest rate changes and to alter interest rate exposure arising from duration mismatches between assets and liabilities. With an interest rate swap, Athene agrees with another party to exchange the difference between fixed-rate and floating-rate interest amounts tied to an agreed upon notional principal amount at specified intervals.
Other swaps
Other swaps include total return swaps, credit default swaps and swaptions. Athene purchases total rate of return swaps to gain exposure and benefit from a reference asset or index without ownership. Credit default swaps provide a measure of protection against the default of an issuer or allow us to gain credit exposure to an issuer or traded index. Athene uses credit default swaps coupled with a bond to synthetically create the characteristics of a reference bond.
Embedded derivatives
Athene has embedded derivatives which are required to be separated from their host contracts and reported as derivatives. Host contracts include reinsurance agreements structured on a modco or funds withheld basis and indexed annuity products.
The following is a summary of the gains (losses) related to derivatives not designated as hedges:
| Years ended December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Equity options | $ | 1,564 | $ | (2,647) | |||||||
| Futures | 73 | (144) | |||||||||
| Swaps | (108) | 56 | |||||||||
| Foreign currency forwards | (495) | 505 | |||||||||
| Embedded derivatives on funds withheld | 934 | (6,534) | |||||||||
| Amounts recognized in investment related gains (losses) | 1,968 | (8,764) | |||||||||
| Embedded derivatives in indexed annuity products1 | (1,443) | 2,768 | |||||||||
| Total gains (losses) on derivatives not designated as hedges | $ | 525 | $ | (5,996) | |||||||
| 1 Included in interest sensitive contract benefits on the consolidated statements of operations. |
Credit Risk
The Company may be exposed to credit-related losses in the event of counterparty nonperformance on derivative financial instruments. Generally, the current credit exposure of Athene’s derivative contracts is the fair value at the reporting date less any collateral received from the counterparty.
Athene manages credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties. Where possible, Athene maintains collateral arrangements and uses master netting agreements that provide for a single net payment from one counterparty to another at each due date and upon termination. Athene has also established counterparty exposure limits, where possible, in order to evaluate if there is sufficient collateral to support the net exposure.
Collateral arrangements typically require the posting of collateral in connection with its derivative instruments. Collateral agreements often contain posting thresholds, some of which may vary depending on the posting party’s financial strength
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ratings. Additionally, a decrease in Athene’s financial strength rating to a specified level can result in settlement of the derivative position.
The estimated fair value of net derivative and other financial assets and liabilities after the application of master netting agreements and collateral were as follows:
| Gross amounts not offset on the consolidated statements of financial condition | |||||||||||||||||||||||||||||||||||
| (In millions) | Gross amount recognized****1 | Financial instruments****2 | Collateral (received)/pledged | Net amount | Off-balance sheet securities collateral****3 | Net amount after securities collateral | |||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Derivative assets | $ | 5,298 | $ | (1,497) | $ | (3,676) | $ | 125 | $ | — | $ | 125 | |||||||||||||||||||||||
| Derivative liabilities | (1,995) | 1,497 | 848 | 350 | — | 350 | |||||||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Derivative assets | $ | 3,309 | $ | (1,477) | $ | (1,952) | $ | (120) | $ | — | $ | (120) | |||||||||||||||||||||||
| Derivative liabilities | (1,646) | 1,477 | 478 | 309 | — | 309 | |||||||||||||||||||||||||||||
| 1 The gross amounts of recognized derivative assets and derivative liabilities are reported on the consolidated statements of financial condition. As of December 31, 2023 and 2022, amounts not subject to master netting or similar agreements were immaterial. | |||||||||||||||||||||||||||||||||||
| 2 Represents amounts offsetting derivative assets and derivative liabilities that are subject to an enforceable master netting agreement or similar agreement that are not netted against the gross derivative assets or gross derivative liabilities for presentation on the consolidated statements of financial condition. | |||||||||||||||||||||||||||||||||||
| 3 For non-cash collateral received, the Company does not recognize the collateral on the consolidated statements of financial condition unless the obligor (transferor) has defaulted under the terms of the secured contract and is no longer entitled to redeem the pledged asset. Amounts do not include any excess of collateral pledged or received. |
7. Variable Interest Entities
A variable interest in a VIE is an investment or other interest that will absorb portions of the VIE’s expected losses and/or receive expected residual returns. Refer to note 2 for more details about the Company’s VIE assessment and consolidation policy. Variable interests in consolidated VIEs and unconsolidated VIEs are discussed separately below.
Consolidated VIEs
Consolidated VIEs include consolidated SPACs as well as certain CLOs and funds managed by the Company. See note 19 for further details regarding Apollo’s previously consolidated SPACs.
The assets of consolidated VIEs are not available to creditors of the Company, and the investors in these consolidated VIEs have no recourse against the assets of the Company. Similarly, there is no recourse to the Company for the consolidated VIEs’ liabilities.
Other assets of the consolidated funds include interest receivables, receivables from affiliates and reverse repurchase agreements. Other liabilities include debt, short-term payables and repurchase agreements.
Each series of notes in a respective consolidated VIE participates in distributions from the VIE, including principal and interest from underlying investments. Amounts allocated to the noteholders reflect amounts that would be distributed if the VIE’s affairs were wound up and its assets sold for cash equal to their respective carrying values, its liabilities satisfied in accordance with their terms, and all the remaining amounts distributed to the noteholders. The respective VIEs that issue the notes payable are marked at their prevailing net asset value, which approximates fair value.
Results from certain funds managed by Apollo are reported on a three-month lag based upon the availability of financial information.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities—Asset Management
The following table presents net gains (losses) from investment activities of the consolidated VIEs:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023****1 | 2022****1 | 2021****1 | ||||||||||||||||||||||||||
| Net gains (losses) from investment activities | $ | 67 | $ | 93 | $ | 526 | |||||||||||||||||||||||
| Net gains (losses) from debt | — | 144 | 54 | ||||||||||||||||||||||||||
| Interest and other income | 176 | 354 | 746 | ||||||||||||||||||||||||||
| Interest and other expenses | (113) | (97) | (769) | ||||||||||||||||||||||||||
| Net gains (losses) from investment activities of consolidated variable interest entities | $ | 130 | $ | 494 | $ | 557 | |||||||||||||||||||||||
| 1 Amounts reflect consolidation eliminations. |
In addition, we recognize revenues and expenses of certain consolidated VIEs within management fees, investment income (loss), compensation and benefits and general, administrative and other. For the year ended December 31, 2023, the Company recorded $22 million of revenues and $5 million of expenses related to the activities of these VIEs.
Subscription Lines
Included within notes payable and other liabilities are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of those amounts:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | Principal Outstanding | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | Principal Outstanding | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||||||||
| Subscription lines1 | $ | 1,072 | 7.16 | % | 0.09 | $ | 686 | 6.22 | % | 0.08 | |||||||||||||||||||||||||
| Total – Asset Management | $ | 1,072 | $ | 686 | |||||||||||||||||||||||||||||||
| 1 The subscription lines of the consolidated VIEs are collateralized by assets held by each respective vehicle and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. | |||||||||||||||||||||||||||||||||||
The consolidated VIEs’ debt obligations contain various customary loan covenants. As of December 31, 2023, the Company was not aware of any instances of non-compliance with any of these covenants.
Repurchase Agreements
The following table summarizes the maturities of repurchase agreements:
| Remaining Contractual Maturity (In millions) | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||
| 91 days to 364 days | $ | — | $ | 1,254 | |||||||||||||||||||
| Total payables for repurchase agreements1 | $ | — | $ | 1,254 | |||||||||||||||||||
| 1 Included in other liabilities of consolidated variable interest entities on the consolidated statements of financial condition. |
The following table summarizes the gross carrying value of repurchase agreements by class of collateral pledged:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Loans backed by residential real estate | $ | — | $ | 770 | |||||||
| Loans backed by commercial real estate | — | 484 | |||||||||
| Total | $ | — | $ | 1,254 | |||||||
| Note: These repurchase agreements are carried at cost which approximates fair value and is classified as Level 2 of the fair value hierarchy. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reverse Repurchase Agreements
As of December 31, 2023 and December 31, 2022, fair value of collateral received under reverse repurchase agreements was $453 million and $1,522 million, respectively, and fair value of collateral rehypothecated was $0 million and $1,522 million, respectively.
Revenues of Consolidated Variable Interest Entities—Retirement Services
The following summarizes the statements of operations activity of the consolidated VIEs:
| Years ended December 31, | |||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||
| Trading securities | $ | 102 | $ | 34 | |||||||||||||||||||
| Mortgage loans | 110 | 88 | |||||||||||||||||||||
| Investment funds | 41 | 9 | |||||||||||||||||||||
| Other | 1 | (10) | |||||||||||||||||||||
| Net investment income | 254 | 121 | |||||||||||||||||||||
| Net recognized investment gains (losses) on trading securities | 10 | (66) | |||||||||||||||||||||
| Net recognized investment losses on mortgage loans | (22) | (250) | |||||||||||||||||||||
| Net recognized investment gains on investment funds | 1,228 | 552 | |||||||||||||||||||||
| Other gains (losses) | (29) | 83 | |||||||||||||||||||||
| Investment related gains (losses) | 1,187 | 319 | |||||||||||||||||||||
| Revenues of consolidated variable interest entities | $ | 1,441 | $ | 440 |
Unconsolidated Variable Interest Entities—Asset Management
The following table presents the maximum exposure to losses relating to these VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary.
| (In millions) | December 31, 2023 | 2 | December 31, 2022 | 2 | ||||||||||
| Maximum Loss Exposure1 | $ | 325 | $ | 343 | ||||||||||
| 1 Represents Apollo’s direct investment in those entities in which it holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses. | ||||||||||||||
| 2 Some amounts included are a quarter in arrears. |
Unconsolidated Variable Interest Entities—Retirement Services
The Company has variable interests in certain unconsolidated VIEs in the form of securities and ownership stakes in investment funds.
Fixed maturity securities
Athene invests in securitization entities as a debt holder or an investor in the residual interest of the securitization vehicle. These entities are deemed VIEs due to insufficient equity within the structure and lack of control by the equity investors over the activities that significantly impact the economics of the entity. In general, Athene is a debt investor within these entities and, as such, holds a variable interest; however, due to the debt holders’ lack of ability to control the decisions within the trust that significantly impact the entity, and the fact the debt holders are protected from losses due to the subordination of the equity tranche, the debt holders are not deemed the primary beneficiary. Securitization vehicles in which Athene holds the residual tranche are not consolidated because Athene does not unilaterally have substantive rights to remove the general partner, or when assessing related party interests, Athene is not under common control, as defined by U.S. GAAP, with the related parties, nor are substantially all of the activities conducted on Athene’s behalf; therefore, Athene is not deemed the primary beneficiary. Debt investments and investments in the residual tranche of securitization entities are considered debt instruments, and are held at fair value on the consolidated statements of financial condition and classified as AFS or trading.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment funds
Investment funds include non-fixed income, alternative investments in the form of limited partnerships or similar legal structures.
Equity securities
Athene invests in preferred equity securities issued by entities deemed to be VIEs due to insufficient equity within the structure.
Athene’s risk of loss associated with its non-consolidated investments depends on the investment. Investment funds, equity securities and trading securities are limited to the carrying value plus unfunded commitments. AFS securities are limited to amortized cost plus unfunded commitments.
The following summarizes the carrying value and maximum loss exposure of these non-consolidated investments:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| (In millions) | Carrying Value | Maximum Loss Exposure | Carrying Value | Maximum Loss Exposure | |||||||||||||||||||
| Investment funds | $ | 109 | $ | 876 | $ | 79 | $ | 340 | |||||||||||||||
| Investment in related parties – investment funds | 1,632 | 2,377 | 1,569 | 2,253 | |||||||||||||||||||
| Assets of consolidated VIEs – investment funds | 15,820 | 22,129 | 12,480 | 20,278 | |||||||||||||||||||
| Investment in fixed maturity securities | 48,155 | 50,623 | 37,454 | 40,992 | |||||||||||||||||||
| Investment in related parties – fixed maturity securities | 13,495 | 15,608 | 9,717 | 10,290 | |||||||||||||||||||
| Investment in related parties – equity securities | 318 | 318 | 279 | 279 | |||||||||||||||||||
| Total non-consolidated investments | $ | 79,529 | $ | 91,931 | $ | 61,578 | $ | 74,432 |
8. Fair Value
Fair Value Measurements of Financial Instruments
The following summarize the Company’s financial assets and liabilities recorded at fair value hierarchy level:
| December 31, 2023 | |||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,748 | $ | — | $ | — | $ | — | $ | 2,748 | |||||||||||||||||||
| Restricted cash and cash equivalents1 | 2 | — | — | — | 2 | ||||||||||||||||||||||||
| Cash and cash equivalents of VIEs | 62 | — | — | — | 62 | ||||||||||||||||||||||||
| Investments, at fair value | 202 | 38 | 1,188 | 2 | 61 | 1,489 | |||||||||||||||||||||||
| Investments of VIEs | — | 16 | 1,492 | 127 | 1,635 | ||||||||||||||||||||||||
| Due from related parties3 | — | — | 37 | — | 37 | ||||||||||||||||||||||||
| Derivative assets4 | — | — | 13 | — | 13 | ||||||||||||||||||||||||
| Total Assets – Asset Management | 3,014 | 54 | 2,730 | 188 | 5,986 | ||||||||||||||||||||||||
| (Continued) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2023 | |||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| AFS Securities | |||||||||||||||||||||||||||||
| U.S. government and agencies | 5,392 | 7 | — | — | 5,399 | ||||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | — | 1,046 | — | — | 1,046 | ||||||||||||||||||||||||
| Foreign governments | 895 | 964 | 40 | — | 1,899 | ||||||||||||||||||||||||
| Corporate | 10 | 75,711 | 2,525 | — | 78,246 | ||||||||||||||||||||||||
| CLO | — | 20,207 | — | — | 20,207 | ||||||||||||||||||||||||
| ABS | — | 6,440 | 6,943 | — | 13,383 | ||||||||||||||||||||||||
| CMBS | — | 6,570 | 21 | — | 6,591 | ||||||||||||||||||||||||
| RMBS | — | 7,302 | 265 | — | 7,567 | ||||||||||||||||||||||||
| Total AFS securities | 6,297 | 118,247 | 9,794 | — | 134,338 | ||||||||||||||||||||||||
| Trading securities | 24 | 1,654 | 28 | — | 1,706 | ||||||||||||||||||||||||
| Equity securities | 210 | 699 | 26 | — | 935 | ||||||||||||||||||||||||
| Mortgage loans | — | — | 44,115 | — | 44,115 | ||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | — | — | (3,379) | — | (3,379) | ||||||||||||||||||||||||
| Derivative assets | 108 | 5,190 | — | — | 5,298 | ||||||||||||||||||||||||
| Short-term investments | — | 236 | 105 | — | 341 | ||||||||||||||||||||||||
| Other investments | — | 313 | 630 | — | 943 | ||||||||||||||||||||||||
| Cash and cash equivalents | 13,020 | — | — | — | 13,020 | ||||||||||||||||||||||||
| Restricted cash and cash equivalents | 1,761 | — | — | — | 1,761 | ||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||
| Corporate | — | 181 | 1,171 | — | 1,352 | ||||||||||||||||||||||||
| CLO | — | 3,762 | 506 | — | 4,268 | ||||||||||||||||||||||||
| ABS | — | 563 | 7,826 | — | 8,389 | ||||||||||||||||||||||||
| Total AFS securities – related parties | — | 4,506 | 9,503 | — | 14,009 | ||||||||||||||||||||||||
| Trading securities | — | — | 838 | — | 838 | ||||||||||||||||||||||||
| Equity securities | 63 | — | 255 | — | 318 | ||||||||||||||||||||||||
| Mortgage loans | — | — | 1,281 | — | 1,281 | ||||||||||||||||||||||||
| Investment funds | — | — | 1,082 | — | 1,082 | ||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | — | — | (721) | — | (721) | ||||||||||||||||||||||||
| Other investments | — | — | 343 | — | 343 | ||||||||||||||||||||||||
| Reinsurance recoverable | — | — | 1,367 | — | 1,367 | ||||||||||||||||||||||||
| Other assets7 | — | — | 378 | — | 378 | ||||||||||||||||||||||||
| Assets of consolidated VIEs | |||||||||||||||||||||||||||||
| Trading securities | — | 284 | 1,852 | — | 2,136 | ||||||||||||||||||||||||
| Mortgage loans | — | — | 2,173 | — | 2,173 | ||||||||||||||||||||||||
| Investment funds | — | — | 977 | 14,843 | 15,820 | ||||||||||||||||||||||||
| Other investments | — | 2 | 101 | — | 103 | ||||||||||||||||||||||||
| Cash and cash equivalents | 98 | — | — | — | 98 | ||||||||||||||||||||||||
| Total Assets – Retirement Services | 21,581 | 131,131 | 70,748 | 14,843 | 238,303 | ||||||||||||||||||||||||
| Total Assets | $ | 24,595 | $ | 131,185 | $ | 73,478 | $ | 15,031 | $ | 244,289 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Other liabilities of VIEs, at fair value | $ | — | $ | 3 | $ | — | $ | — | $ | 3 | |||||||||||||||||||
| Contingent consideration obligations5 | — | — | 93 | — | 93 | ||||||||||||||||||||||||
| Derivative liabilities4 | — | 42 | — | — | 42 | ||||||||||||||||||||||||
| Total Liabilities – Asset Management | — | 45 | 93 | — | 138 | ||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | |||||||||||||||||||||||||||||
| Embedded derivative | — | — | 9,059 | — | 9,059 | ||||||||||||||||||||||||
| Universal life benefits | — | — | 834 | — | 834 | ||||||||||||||||||||||||
| (Continued) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2023 | |||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||||||||||||||
| Future policy benefits | |||||||||||||||||||||||||||||
| AmerUs Closed Block | — | — | 1,178 | — | 1,178 | ||||||||||||||||||||||||
| ILICO Closed Block and life benefits | — | — | 522 | — | 522 | ||||||||||||||||||||||||
| Market risk benefits7 | — | — | 3,751 | — | 3,751 | ||||||||||||||||||||||||
| Derivative liabilities | 17 | 1,977 | 1 | — | 1,995 | ||||||||||||||||||||||||
| Other liabilities | — | (64) | 330 | — | 266 | ||||||||||||||||||||||||
| Total Liabilities – Retirement Services | 17 | 1,913 | 15,675 | — | 17,605 | ||||||||||||||||||||||||
| Total Liabilities | $ | 17 | $ | 1,958 | $ | 15,768 | $ | — | $ | 17,743 | |||||||||||||||||||
| (Concluded) |
| December 31, 2022 | |||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,201 | $ | — | $ | — | $ | — | $ | 1,201 | |||||||||||||||||||
| Restricted cash and cash equivalents1 | 1,048 | — | — | — | 1,048 | ||||||||||||||||||||||||
| Cash and cash equivalents of VIEs | 110 | — | — | — | 110 | ||||||||||||||||||||||||
| U.S. Treasury securities | 709 | — | — | — | 709 | ||||||||||||||||||||||||
| Investments, at fair value | 190 | 39 | 1,083 | 2 | 8 | 1,320 | |||||||||||||||||||||||
| Investments of VIEs | — | 1,537 | 727 | 105 | 2,369 | ||||||||||||||||||||||||
| Due from related parties3 | — | — | 43 | — | 43 | ||||||||||||||||||||||||
| Derivative assets4 | — | — | 15 | — | 15 | ||||||||||||||||||||||||
| Total Assets – Asset Management | 3,258 | 1,576 | 1,868 | 113 | 6,815 | ||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| AFS Securities | |||||||||||||||||||||||||||||
| U.S. government and agencies | 2,570 | 7 | — | — | 2,577 | ||||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | — | 927 | — | — | 927 | ||||||||||||||||||||||||
| Foreign governments | — | 906 | 1 | — | 907 | ||||||||||||||||||||||||
| Corporate | — | 59,236 | 1,665 | — | 60,901 | ||||||||||||||||||||||||
| CLO | — | 16,493 | — | — | 16,493 | ||||||||||||||||||||||||
| ABS | — | 5,660 | 4,867 | — | 10,527 | ||||||||||||||||||||||||
| CMBS | — | 4,158 | — | — | 4,158 | ||||||||||||||||||||||||
| RMBS | — | 5,682 | 232 | — | 5,914 | ||||||||||||||||||||||||
| Total AFS securities | 2,570 | 93,069 | 6,765 | — | 102,404 | ||||||||||||||||||||||||
| Trading securities | 23 | 1,519 | 53 | — | 1,595 | ||||||||||||||||||||||||
| Equity securities | 150 | 845 | 92 | — | 1,087 | ||||||||||||||||||||||||
| Mortgage loans | — | — | 27,454 | — | 27,454 | ||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | — | — | (4,847) | — | (4,847) | ||||||||||||||||||||||||
| Derivative assets | 42 | 3,267 | — | — | 3,309 | ||||||||||||||||||||||||
| Short-term investments | 29 | 455 | 36 | — | 520 | ||||||||||||||||||||||||
| Other investments | — | 170 | 441 | — | 611 | ||||||||||||||||||||||||
| Cash and cash equivalents | 7,779 | — | — | — | 7,779 | ||||||||||||||||||||||||
| Restricted cash and cash equivalents | 628 | — | — | — | 628 | ||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||
| Corporate | — | 170 | 812 | — | 982 | ||||||||||||||||||||||||
| CLO | — | 2,776 | 303 | — | 3,079 | ||||||||||||||||||||||||
| ABS | — | 218 | 5,542 | — | 5,760 | ||||||||||||||||||||||||
| Total AFS securities – related parties | — | 3,164 | 6,657 | — | 9,821 | ||||||||||||||||||||||||
| Trading securities | — | — | 878 | — | 878 | ||||||||||||||||||||||||
| (Continued) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2022 | |||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||||||||||||||
| Equity securities | — | — | 279 | — | 279 | ||||||||||||||||||||||||
| Mortgage loans | — | — | 1,302 | — | 1,302 | ||||||||||||||||||||||||
| Investment funds | — | — | 959 | — | 959 | ||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | — | — | (1,425) | — | (1,425) | ||||||||||||||||||||||||
| Other investments | — | — | 303 | — | 303 | ||||||||||||||||||||||||
| Reinsurance recoverable | — | — | 1,388 | — | 1,388 | ||||||||||||||||||||||||
| Other assets7 | — | — | 481 | — | 481 | ||||||||||||||||||||||||
| Assets of consolidated VIEs | |||||||||||||||||||||||||||||
| Trading securities | 5 | 436 | 622 | — | 1,063 | ||||||||||||||||||||||||
| Mortgage loans | — | — | 2,055 | — | 2,055 | ||||||||||||||||||||||||
| Investment funds | — | — | 2,471 | 10,009 | 12,480 | ||||||||||||||||||||||||
| Other investments | — | 2 | 99 | — | 101 | ||||||||||||||||||||||||
| Cash and cash equivalents | 362 | — | — | — | 362 | ||||||||||||||||||||||||
| Total Assets – Retirement Services | 11,588 | 102,927 | 46,063 | 10,009 | 170,587 | ||||||||||||||||||||||||
| Total Assets | $ | 14,846 | $ | 104,503 | $ | 47,931 | $ | 10,122 | $ | 177,402 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Contingent consideration obligations5 | $ | — | $ | — | $ | 86 | $ | — | $ | 86 | |||||||||||||||||||
| Derivative liabilities4 | — | 57 | — | — | 57 | ||||||||||||||||||||||||
| Other liabilities6 | 2 | — | — | — | 2 | ||||||||||||||||||||||||
| Total Liabilities – Asset Management | 2 | 57 | 86 | — | 145 | ||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | |||||||||||||||||||||||||||||
| Embedded derivative | — | — | 5,841 | — | 5,841 | ||||||||||||||||||||||||
| Universal life benefits | — | — | 829 | — | 829 | ||||||||||||||||||||||||
| Future policy benefits | |||||||||||||||||||||||||||||
| AmerUs Closed Block | — | — | 1,164 | — | 1,164 | ||||||||||||||||||||||||
| ILICO Closed Block and life benefits | — | — | 548 | — | 548 | ||||||||||||||||||||||||
| Market risk benefits7 | — | — | 2,970 | — | 2,970 | ||||||||||||||||||||||||
| Derivative liabilities | 38 | 1,607 | 1 | — | 1,646 | ||||||||||||||||||||||||
| Other liabilities | — | (77) | 142 | — | 65 | ||||||||||||||||||||||||
| Total Liabilities – Retirement Services | 38 | 1,530 | 11,495 | — | 13,063 | ||||||||||||||||||||||||
| Total Liabilities | $ | 40 | $ | 1,587 | $ | 11,581 | $ | — | $ | 13,208 | |||||||||||||||||||
| (Concluded) | |||||||||||||||||||||||||||||
| 1 Restricted cash and cash equivalents as of December 31, 2023 and 2022 includes $0 million and $1,046 million, respectively, of restricted cash and cash equivalents held by consolidated SPACs. | |||||||||||||||||||||||||||||
| 2 Investments as of December 31, 2023 and 2022 excludes $218 million and $198 million, respectively, of performance allocations classified as Level 3 related to certain investments for which the Company elected the fair value option. The Company’s policy is to account for performance allocations as investments. | |||||||||||||||||||||||||||||
| 3 Due from related parties represents a receivable from a fund. | |||||||||||||||||||||||||||||
| 4 Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the consolidated statements of financial condition. | |||||||||||||||||||||||||||||
| 5 As of December 31, 2023 and 2022, Other liabilities includes $26 million and $31 million, respectively, of contingent obligations related to the Griffin Capital acquisition, classified as Level 3 and profit sharing payable includes $67 million and $55 million, respectively, related to contingent obligations classified as Level 3. | |||||||||||||||||||||||||||||
| 6 Other liabilities as of December 31, 2022 includes the publicly traded warrants of APSG II. | |||||||||||||||||||||||||||||
| 7 Other assets consist of market risk benefits assets. See note 12 for additional information on market risk benefits assets and liabilities valuation methodology and additional fair value disclosures. |
Changes in fair value of contingent consideration obligations in connection with the acquisitions of Stone Tower and Griffin Capital are recorded in compensation and benefits expense and other income (loss), net, respectively, in the consolidated statements of operations. Refer to note 20 for further details.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3 Financial Instruments
The following tables summarize the valuation techniques and quantitative inputs and assumptions used for financial assets and liabilities categorized as Level 3:
| December 31, 2023 | ||||||||||||||||||||||||||||||||
| Fair Value (In millions) | Valuation Technique | Unobservable Inputs | Ranges | Weighted Average | ||||||||||||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||||||||
| Asset Management | ||||||||||||||||||||||||||||||||
| Investments | $ | 857 | Discounted cash flow | Discount rate | 10.5% – 52.8% | 17.2% | 1 | |||||||||||||||||||||||||
| 112 | Direct capitalization | Capitalization rate | 6.9% | 6.9% | ||||||||||||||||||||||||||||
| 219 | Adjusted transaction value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Due from related parties | 37 | Discounted cash flow | Discount rate | 14.0% | 14.0% | |||||||||||||||||||||||||||
| Derivative assets | 13 | Option model | Volatility rate | 62.5% | 62.5% | |||||||||||||||||||||||||||
| Investments of consolidated VIEs | ||||||||||||||||||||||||||||||||
| Bank loans | 605 | Discounted cash flow | Discount rate | 7.7% – 11.0% | 9.4% | 1 | ||||||||||||||||||||||||||
| 64 | Adjusted transaction value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Equity securities | 494 | Dividend discount model | Discount rate | 13.5% | 13.5% | |||||||||||||||||||||||||||
| 131 | Adjusted transaction value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Bonds | 35 | Discounted cash flow | Discount rate | 6.1% -13.0% | 10.7% | 1 | ||||||||||||||||||||||||||
| 163 | Adjusted transaction value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Retirement Services | ||||||||||||||||||||||||||||||||
| AFS, trading and equity securities | 14,247 | Discounted cash flow | Discount rate | 2.3% – 18.1% | 7.0% | 1 | ||||||||||||||||||||||||||
| Mortgage loans2 | 47,569 | Discounted cash flow | Discount rate | 2.5% – 20.6% | 6.8% | 1 | ||||||||||||||||||||||||||
| Investment funds2 | 1,574 | Discounted cash flow | Discount rate | 6.3% – 13.5% | 11.2% | 1 | ||||||||||||||||||||||||||
| 483 | Net tangible asset values | Implied multiple | 1.14x | 1.14x | ||||||||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||||||
| Asset Management | ||||||||||||||||||||||||||||||||
| Contingent consideration obligations | 93 | Discounted cash flow | Discount rate | 20.0% – 25.0% | 23.3% | 1 | ||||||||||||||||||||||||||
| Option model | Volatility rate | 31.4% – 33.4% | 32.4% | 1 | ||||||||||||||||||||||||||||
| Retirement Services | ||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities – fixed indexed annuities embedded derivatives | 9,059 | Discounted cash flow | Nonperformance risk | 0.4% – 1.4% | 0.9% | 3 | ||||||||||||||||||||||||||
| Option budget | 0.5% – 6.0% | 2.3% | 4 | |||||||||||||||||||||||||||||
| Surrender rate | 6.0% – 13.4% | 8.7% | 4 | |||||||||||||||||||||||||||||
| 1 Unobservable inputs were weighted based on the fair value of the investments included in the range. | ||||||||||||||||||||||||||||||||
| 2 Includes those of consolidated VIEs. | ||||||||||||||||||||||||||||||||
| 3 The nonperformance risk weighted average is based on the projected cash flows attributable to the embedded derivative. | ||||||||||||||||||||||||||||||||
| 4 The option budget and surrender rate weighted averages are calculated based on projected account values. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2022 | ||||||||||||||||||||||||||||||||
| Fair Value (In millions) | Valuation Techniques | Unobservable Inputs | Ranges | Weighted Average | ||||||||||||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||||||||
| Asset Management | ||||||||||||||||||||||||||||||||
| Investments | $ | 526 | Embedded value | N/A | N/A | N/A | ||||||||||||||||||||||||||
| 128 | Discounted cash flow | Discount rate | 8.9% – 52.8% | 28.7% | 1 | |||||||||||||||||||||||||||
| 429 | Adjusted transaction value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Due from related parties | 43 | Discounted cash flow | Discount rate | 15.0% | 15.0% | |||||||||||||||||||||||||||
| Derivative assets | 15 | Option model | Volatility rate | 60.0% | 60.0% | |||||||||||||||||||||||||||
| Investments of consolidated VIEs | ||||||||||||||||||||||||||||||||
| Equity securities | 458 | Dividend discount model | Discount rate | 12.1% | 12.1% | |||||||||||||||||||||||||||
| Bank loans | 215 | Discounted cash flow | Discount rate | 6.4% – 32.7% | 8.0% | 1 | ||||||||||||||||||||||||||
| 29 | Adjusted transaction value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Bonds | 25 | Discounted cash flow | Discount rate | 7.9% | 7.9% | |||||||||||||||||||||||||||
| Retirement Services | ||||||||||||||||||||||||||||||||
| AFS, trading and equity securities | 10,671 | Discounted cash flow | Discount rate | 2.2% – 18.8% | 6.8% | 1 | ||||||||||||||||||||||||||
| Mortgage loans2 | 30,811 | Discounted cash flow | Discount rate | 1.5% – 22.1% | 6.3% | 1 | ||||||||||||||||||||||||||
| Investment funds2 | 506 | Discounted cash flow | Discount rate | 6.4% | 6.4% | |||||||||||||||||||||||||||
| 873 | Discounted cash flow / Guideline public equity | Discount rate / P/E | 16.5% / 9x | 16.5% / 9x | ||||||||||||||||||||||||||||
| 529 | Net tangible asset values | Implied multiple | 1.26x | 1.26x | ||||||||||||||||||||||||||||
| 563 | Reported net asset value | Reported net asset value | N/A | N/A | ||||||||||||||||||||||||||||
| 959 | Embedded value | N/A | N/A | N/A | ||||||||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||||||
| Contingent consideration obligations | 86 | Discounted cash flow | Discount rate | 20.0% – 25.0% | 22.7% | 1 | ||||||||||||||||||||||||||
| Option model | Volatility rate | 29.8% – 39.6% | 34.7% | 1 | ||||||||||||||||||||||||||||
| Retirement Services | ||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities – fixed indexed annuities embedded derivatives | 5,841 | Discounted cash flow | Nonperformance risk | 0.1% – 1.7% | 1.0% | 3 | ||||||||||||||||||||||||||
| Option budget | 0.5% – 5.3% | 1.9% | 4 | |||||||||||||||||||||||||||||
| Surrender rate | 5.1% – 11.5% | 8.1% | 4 | |||||||||||||||||||||||||||||
| 1 Unobservable inputs were weighted based on the fair value of the investments included in the range. | ||||||||||||||||||||||||||||||||
| 2 Includes those of consolidated VIEs. | ||||||||||||||||||||||||||||||||
| 3 The nonperformance risk weighted average is based on the projected cash flows attributable to the embedded derivative. | ||||||||||||||||||||||||||||||||
| 4 The option budget and surrender rate weighted averages are calculated based on projected account values. | ||||||||||||||||||||||||||||||||
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following are reconciliations for Level 3 assets and liabilities measured at fair value on a recurring basis:
| Year ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total realized and unrealized gains (losses) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Beginning balance | Included in income | Included in OCI | Net purchases, issuances, sales and settlements | Net transfers in (out) | Ending balance | Total gains (losses) included in earnings****1 | Total gains (losses) included in OCI****1 | |||||||||||||||||||||||||||||||||||||||
| Assets – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Investments and derivative assets | $ | 1,098 | $ | 63 | $ | — | $ | 40 | $ | — | $ | 1,201 | $ | 68 | $ | — | |||||||||||||||||||||||||||||||
| Investments of Consolidated VIEs | 727 | 69 | — | 698 | (2) | 1,492 | 13 | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Asset Management | $ | 1,825 | $ | 132 | $ | — | $ | 738 | $ | (2) | $ | 2,693 | $ | 81 | $ | — | |||||||||||||||||||||||||||||||
| Assets – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign governments | $ | 1 | $ | — | $ | (2) | $ | 41 | $ | — | $ | 40 | $ | — | $ | (2) | |||||||||||||||||||||||||||||||
| Corporate | 1,665 | (21) | 45 | 1,298 | (462) | 2,525 | — | 21 | |||||||||||||||||||||||||||||||||||||||
| ABS | 4,867 | (9) | 61 | 3,241 | (1,217) | 6,943 | — | 45 | |||||||||||||||||||||||||||||||||||||||
| CMBS | — | — | 1 | — | 20 | 21 | — | 3 | |||||||||||||||||||||||||||||||||||||||
| RMBS | 232 | 8 | 4 | 256 | (235) | 265 | — | 2 | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 53 | 2 | — | (16) | (11) | 28 | — | — | |||||||||||||||||||||||||||||||||||||||
| Equity securities | 92 | (8) | — | (45) | (13) | 26 | — | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 27,454 | 183 | — | 16,478 | — | 44,115 | 184 | — | |||||||||||||||||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | (4,847) | 1,468 | — | — | — | (3,379) | — | — | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | 36 | — | (3) | 69 | 3 | 105 | — | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | 441 | — | — | 189 | — | 630 | (3) | — | |||||||||||||||||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 812 | 3 | (32) | 173 | 215 | 1,171 | — | (32) | |||||||||||||||||||||||||||||||||||||||
| CLO | 303 | — | 18 | 185 | — | 506 | — | 18 | |||||||||||||||||||||||||||||||||||||||
| ABS | 5,542 | 19 | 103 | 1,878 | 284 | 7,826 | 6 | 96 | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 878 | 12 | — | (52) | — | 838 | 8 | — | |||||||||||||||||||||||||||||||||||||||
| Equity securities | 279 | 8 | — | (32) | — | 255 | 7 | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 1,302 | 9 | — | (30) | — | 1,281 | 8 | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 959 | 91 | — | 32 | — | 1,082 | 91 | — | |||||||||||||||||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | (1,425) | 704 | — | — | — | (721) | — | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | 303 | (2) | — | 42 | — | 343 | (3) | — | |||||||||||||||||||||||||||||||||||||||
| Reinsurance recoverable | 1,388 | (21) | — | — | — | 1,367 | — | — | |||||||||||||||||||||||||||||||||||||||
| (Continued) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Year ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total realized and unrealized gains (losses) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Beginning balance | Included in income | Included in OCI | Net purchases, issuances, sales and settlements | Net transfers in (out) | Ending balance | Total gains (losses) included in earnings****1 | Total gains (losses) included in OCI****1 | |||||||||||||||||||||||||||||||||||||||
| Assets of consolidated VIEs | |||||||||||||||||||||||||||||||||||||||||||||||
| Trading securities | 622 | 69 | — | (116) | 1,277 | 1,852 | 69 | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 2,055 | (9) | — | 127 | — | 2,173 | (9) | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 2,471 | (30) | — | 73 | (1,537) | 977 | (31) | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | 99 | 9 | — | (7) | — | 101 | 9 | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Retirement Services | $ | 45,582 | $ | 2,485 | $ | 195 | $ | 23,784 | $ | (1,676) | $ | 70,370 | $ | 336 | $ | 151 | |||||||||||||||||||||||||||||||
| Liabilities – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration obligations | $ | 86 | $ | 11 | $ | — | $ | (4) | $ | — | $ | 93 | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Asset Management | $ | 86 | $ | 11 | $ | — | $ | (4) | $ | — | $ | 93 | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Liabilities – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Embedded derivative | $ | (5,841) | $ | (1,443) | $ | — | $ | (1,775) | $ | — | $ | (9,059) | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Universal life benefits | (829) | (5) | — | — | — | (834) | — | — | |||||||||||||||||||||||||||||||||||||||
| Future policy benefits | |||||||||||||||||||||||||||||||||||||||||||||||
| AmerUs Closed Block | (1,164) | (14) | — | — | — | (1,178) | — | — | |||||||||||||||||||||||||||||||||||||||
| ILICO Closed Block and life benefits | (548) | 26 | — | — | — | (522) | — | — | |||||||||||||||||||||||||||||||||||||||
| Derivative liabilities | (1) | — | — | — | — | (1) | — | — | |||||||||||||||||||||||||||||||||||||||
| Other liabilities | (142) | (113) | — | (75) | — | (330) | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Retirement Services | $ | (8,525) | $ | (1,549) | $ | — | $ | (1,850) | $ | — | $ | (11,924) | $ | — | $ | — | |||||||||||||||||||||||||||||||
| (Concluded) | |||||||||||||||||||||||||||||||||||||||||||||||
| 1 Related to instruments held at end of period. |
| Year ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total realized and unrealized gains (losses) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Beginning balance | Included in income | Included in OCI | Net purchases, issuances, sales and settlements | Net transfers in (out) | Ending balance | Total gains (losses) included in earnings****1 | Total gains (losses) included in OCI****1 | |||||||||||||||||||||||||||||||||||||||
| Assets – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Investments and derivative assets | $ | 946 | $ | 20 | $ | — | $ | 109 | $ | 23 | $ | 1,098 | $ | 56 | $ | — | |||||||||||||||||||||||||||||||
| Investments of Consolidated VIEs | 13,188 | 252 | — | (13) | (12,700) | 727 | 17 | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Asset Management | $ | 14,134 | $ | 272 | $ | — | $ | 96 | $ | (12,677) | $ | 1,825 | $ | 73 | $ | — | |||||||||||||||||||||||||||||||
| Assets – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign governments | $ | 2 | $ | (1) | $ | — | $ | — | $ | — | $ | 1 | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Corporate | 1,339 | (16) | (123) | 364 | 101 | 1,665 | — | (119) | |||||||||||||||||||||||||||||||||||||||
| CLO | 14 | (2) | — | (9) | (3) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| ABS | 3,619 | 1 | (183) | 788 | 642 | 4,867 | — | (216) | |||||||||||||||||||||||||||||||||||||||
| CMBS | 43 | — | (17) | — | (26) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| RMBS | — | — | 3 | 295 | (66) | 232 | — | 4 | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 69 | (9) | — | (10) | 3 | 53 | (5) | — | |||||||||||||||||||||||||||||||||||||||
| Equity securities | 429 | 26 | — | (4) | (359) | 92 | 22 | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 21,154 | (2,761) | — | 9,061 | — | 27,454 | (2,747) | — | |||||||||||||||||||||||||||||||||||||||
| (Continued) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Year ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total realized and unrealized gains (losses) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Beginning balance | Included in income | Included in OCI | Net purchases, issuances, sales and settlements | Net transfers in (out) | Ending balance | Total gains (losses) included in earnings****1 | Total gains (losses) included in OCI****1 | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 18 | 1 | — | — | (19) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | — | (4,847) | — | — | — | (4,847) | — | — | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | 29 | — | — | 7 | — | 36 | — | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | — | (91) | — | 36 | 496 | 441 | (91) | — | |||||||||||||||||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 670 | (3) | (16) | 202 | (41) | 812 | — | (16) | |||||||||||||||||||||||||||||||||||||||
| CLO | 202 | — | (29) | 130 | — | 303 | — | (29) | |||||||||||||||||||||||||||||||||||||||
| ABS | 6,445 | 16 | (256) | (715) | 52 | 5,542 | (11) | (259) | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 1,771 | 3 | — | (1,084) | 188 | 878 | 1 | — | |||||||||||||||||||||||||||||||||||||||
| Equity securities | 284 | (2) | — | (15) | 12 | 279 | — | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 1,369 | (225) | — | 158 | — | 1,302 | (225) | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 2,855 | 78 | — | 57 | (2,031) | 959 | 119 | — | |||||||||||||||||||||||||||||||||||||||
| Funds withheld at interest – embedded derivative | — | (1,425) | — | — | — | (1,425) | — | — | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | — | — | — | 53 | (53) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | — | 14 | — | 15 | 274 | 303 | 14 | — | |||||||||||||||||||||||||||||||||||||||
| Reinsurance recoverable | 1,991 | (603) | — | — | — | 1,388 | — | — | |||||||||||||||||||||||||||||||||||||||
| Assets of consolidated VIEs | |||||||||||||||||||||||||||||||||||||||||||||||
| Trading securities | — | 49 | — | 530 | 43 | 622 | 11 | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 2,152 | (227) | — | (31) | 161 | 2,055 | (226) | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 1,297 | 72 | — | 1,862 | (760) | 2,471 | 58 | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | — | (17) | — | 31 | 85 | 99 | (24) | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Retirement Services | $ | 45,752 | $ | (9,969) | $ | (621) | $ | 11,721 | $ | (1,301) | $ | 45,582 | $ | (3,104) | $ | (635) | |||||||||||||||||||||||||||||||
| Liabilities – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration obligations | $ | 126 | $ | (63) | $ | — | $ | 23 | $ | — | $ | 86 | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Debt and other liabilities of consolidated VIEs | 7,528 | (28) | — | (442) | (7,058) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Asset Management | $ | 7,654 | $ | (91) | $ | — | $ | (419) | $ | (7,058) | $ | 86 | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Liabilities – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Embedded derivative | $ | (7,408) | $ | 2,768 | $ | — | $ | (1,201) | $ | — | $ | (5,841) | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Universal life benefits | (1,235) | 406 | — | — | — | (829) | — | — | |||||||||||||||||||||||||||||||||||||||
| Future policy benefits | |||||||||||||||||||||||||||||||||||||||||||||||
| AmerUs Closed Block | (1,520) | 356 | — | — | — | (1,164) | — | — | |||||||||||||||||||||||||||||||||||||||
| ILICO Closed Block and life benefits | (742) | 194 | — | — | — | (548) | — | — | |||||||||||||||||||||||||||||||||||||||
| Derivative liabilities | (3) | 2 | — | — | — | (1) | — | — | |||||||||||||||||||||||||||||||||||||||
| Other liabilities | — | (37) | — | (105) | — | (142) | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Retirement Services | $ | (10,908) | $ | 3,689 | $ | — | $ | (1,306) | $ | — | $ | (8,525) | $ | — | $ | — | |||||||||||||||||||||||||||||||
| (Concluded) | |||||||||||||||||||||||||||||||||||||||||||||||
| 1 Related to instruments held at end of period. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following represents the gross components of purchases, issuances, sales and settlements, net, and net transfers in (out) shown above:
| Year ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Purchases | Issuances | Sales | Settlements | Net purchases, issuances, sales and settlements | Transfers In | Transfers Out | Net Transfers In (Out) | |||||||||||||||||||||||||||||||||||||||
| Assets – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Investments and derivative assets | $ | 45 | $ | — | $ | (5) | $ | — | $ | 40 | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Investments of consolidated VIEs | 5,019 | — | (4,321) | — | 698 | — | (2) | (2) | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Asset Management | $ | 5,064 | $ | — | $ | (4,326) | $ | — | $ | 738 | $ | — | $ | (2) | $ | (2) | |||||||||||||||||||||||||||||||
| Assets – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign governments | $ | 53 | $ | — | $ | — | $ | (12) | $ | 41 | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Corporate | 1,704 | — | (177) | (229) | 1,298 | 29 | (491) | (462) | |||||||||||||||||||||||||||||||||||||||
| ABS | 4,221 | — | (33) | (947) | 3,241 | 828 | (2,045) | (1,217) | |||||||||||||||||||||||||||||||||||||||
| CMBS | — | — | — | — | — | 20 | — | 20 | |||||||||||||||||||||||||||||||||||||||
| RMBS | 262 | — | — | (6) | 256 | 5 | (240) | (235) | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 8 | — | — | (24) | (16) | 5 | (16) | (11) | |||||||||||||||||||||||||||||||||||||||
| Equity securities | — | — | (45) | — | (45) | — | (13) | (13) | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 21,018 | — | (529) | (4,011) | 16,478 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | 100 | — | — | (31) | 69 | 26 | (23) | 3 | |||||||||||||||||||||||||||||||||||||||
| Other investments | 620 | — | — | (431) | 189 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 184 | — | — | (11) | 173 | 215 | — | 215 | |||||||||||||||||||||||||||||||||||||||
| CLO | 185 | — | — | — | 185 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| ABS | 3,751 | — | (162) | (1,711) | 1,878 | 284 | — | 284 | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 66 | — | (38) | (80) | (52) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Equity securities | — | — | — | (32) | (32) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | — | — | — | (30) | (30) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 32 | — | — | — | 32 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | 42 | — | — | — | 42 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Assets of consolidated VIEs | |||||||||||||||||||||||||||||||||||||||||||||||
| Trading securities | 40 | — | (156) | — | (116) | 1,308 | (31) | 1,277 | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 203 | — | — | (76) | 127 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 113 | — | (40) | — | 73 | 475 | (2,012) | (1,537) | |||||||||||||||||||||||||||||||||||||||
| Other investments | 14 | — | (21) | — | (7) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Retirement Services | $ | 32,616 | $ | — | $ | (1,201) | $ | (7,631) | $ | 23,784 | $ | 3,195 | $ | (4,871) | $ | (1,676) | |||||||||||||||||||||||||||||||
| Liabilities - Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration obligations | $ | — | $ | — | $ | — | $ | (4) | $ | (4) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Asset Management | $ | — | $ | — | $ | — | $ | (4) | $ | (4) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Liabilities – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities - Embedded derivative | $ | — | $ | (2,431) | $ | — | $ | 656 | $ | (1,775) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Other liabilities | — | — | — | (75) | (75) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Retirement Services | $ | — | $ | (2,431) | $ | — | $ | 581 | $ | (1,850) | $ | — | $ | — | $ | — |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Year ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Purchases | Issuances | Sales | Settlements | Net purchases, issuances, sales and settlements | Transfers In****1 | Transfers Out****1 | Net Transfers In (Out) | |||||||||||||||||||||||||||||||||||||||
| Assets – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Investments and derivative assets | $ | 230 | $ | — | $ | (121) | $ | — | $ | 109 | $ | 23 | $ | — | $ | 23 | |||||||||||||||||||||||||||||||
| Investments of consolidated VIEs | 3,349 | — | (3,362) | — | (13) | 2,072 | (14,772) | (12,700) | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Asset Management | $ | 3,579 | $ | — | $ | (3,483) | $ | — | $ | 96 | $ | 2,095 | $ | (14,772) | $ | (12,677) | |||||||||||||||||||||||||||||||
| Assets – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | $ | 685 | $ | — | $ | (177) | $ | (144) | $ | 364 | $ | 393 | $ | (292) | $ | 101 | |||||||||||||||||||||||||||||||
| CLO | 3 | — | — | (12) | (9) | — | (3) | (3) | |||||||||||||||||||||||||||||||||||||||
| ABS | 3,306 | — | (1,791) | (727) | 788 | 1,089 | (447) | 642 | |||||||||||||||||||||||||||||||||||||||
| CMBS | — | — | — | — | — | — | (26) | (26) | |||||||||||||||||||||||||||||||||||||||
| RMBS | 296 | — | — | (1) | 295 | — | (66) | (66) | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 8 | — | (9) | (9) | (10) | 56 | (53) | 3 | |||||||||||||||||||||||||||||||||||||||
| Equity securities | — | — | (4) | — | (4) | 41 | (400) | (359) | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 12,367 | — | (198) | (3,108) | 9,061 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | — | — | — | — | — | — | (19) | (19) | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | 59 | — | — | (52) | 7 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other investments | 48 | — | (12) | — | 36 | 496 | — | 496 | |||||||||||||||||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||||||||||||||||||||
| AFS securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 483 | — | (263) | (18) | 202 | 53 | (94) | (41) | |||||||||||||||||||||||||||||||||||||||
| CLO | 130 | — | — | — | 130 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| ABS | 2,889 | — | (94) | (3,510) | (715) | 1,916 | (1,864) | 52 | |||||||||||||||||||||||||||||||||||||||
| Trading securities | 43 | — | (1,081) | (46) | (1,084) | 1,448 | (1,260) | 188 | |||||||||||||||||||||||||||||||||||||||
| Equity securities | 195 | — | (119) | (91) | (15) | 125 | (113) | 12 | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 182 | — | — | (24) | 158 | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 91 | — | (34) | — | 57 | — | (2,031) | (2,031) | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | 53 | — | — | — | 53 | — | (53) | (53) | |||||||||||||||||||||||||||||||||||||||
| Other investments | 31 | — | (16) | — | 15 | 274 | — | 274 | |||||||||||||||||||||||||||||||||||||||
| Assets of consolidated VIEs | |||||||||||||||||||||||||||||||||||||||||||||||
| Trading Securities | 531 | — | (1) | — | 530 | 430 | (387) | 43 | |||||||||||||||||||||||||||||||||||||||
| Equity securities | — | — | — | — | — | 15 | (15) | — | |||||||||||||||||||||||||||||||||||||||
| Mortgage loans | 176 | — | — | (207) | (31) | 384 | (223) | 161 | |||||||||||||||||||||||||||||||||||||||
| Investment funds | 2,014 | — | (152) | — | 1,862 | 11,550 | (12,310) | (760) | |||||||||||||||||||||||||||||||||||||||
| Other investments | 33 | — | (2) | — | 31 | 2,018 | (1,933) | 85 | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets – Retirement Services | $ | 23,623 | $ | — | $ | (3,953) | $ | (7,949) | $ | 11,721 | $ | 20,288 | $ | (21,589) | $ | (1,301) | |||||||||||||||||||||||||||||||
| Liabilities - Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration obligations | $ | — | $ | 36 | $ | — | $ | (13) | $ | 23 | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Debt and other liabilities of consolidated VIEs | — | — | — | (442) | (442) | 1,568 | (8,626) | (7,058) | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Asset Management | $ | — | $ | 36 | $ | — | $ | (455) | $ | (419) | $ | 1,568 | $ | (8,626) | $ | (7,058) | |||||||||||||||||||||||||||||||
| Liabilities – Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities - Embedded derivative | $ | — | $ | (1,701) | $ | — | $ | 500 | $ | (1,201) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Other liabilities | — | — | — | (105) | (105) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities – Retirement Services | $ | — | $ | (1,701) | $ | — | $ | 395 | $ | (1,306) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| 1 Transfers in and out are primarily assets of VIEs with changes in consolidation at Athene in 2022. | |||||||||||||||||||||||||||||||||||||||||||||||
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Option – Retirement Services
The following represents the gains (losses) recorded for instruments for which Athene has elected the fair value option, including related parties and VIEs:
| Years ended December 31, | |||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||
| Trading securities | $ | 66 | $ | (424) | |||||||||||||||||||
| Mortgage loans | 183 | (3,213) | |||||||||||||||||||||
| Investment funds | 77 | 114 | |||||||||||||||||||||
| Future policy benefits | (14) | 356 | |||||||||||||||||||||
| Other liabilities | (113) | (37) | |||||||||||||||||||||
| Total gains (losses) | $ | 199 | $ | (3,204) |
Gains and losses on trading securities, mortgage loans, and other liabilities are recorded in investment related gains (losses) on the consolidated statements of operations. Gains and losses related to investment funds are recorded in net investment income on the consolidated statements of operations. Gains and losses related to investments of consolidated VIEs are recorded in revenues of consolidated VIEs on the consolidated statements of operations. The change in fair value of future policy benefits is recorded to future policy and other policy benefits on the consolidated statements of operations.
The following summarizes information for fair value option mortgage loans, including related parties and VIEs:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Unpaid principal balance | $ | 50,752 | $ | 33,653 | |||||||
| Mark to fair value | (3,183) | (2,842) | |||||||||
| Fair value | $ | 47,569 | $ | 30,811 |
The following represents the commercial mortgage loan portfolio 90 days or more past due and/or in non-accrual status:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Unpaid principal balance of commercial mortgage loans 90 days or more past due and/or in non-accrual status | $ | 221 | $ | 74 | |||||||
| Mark to fair value of commercial mortgage loans 90 days or more past due and/or in non-accrual status | (74) | (55) | |||||||||
| Fair value of commercial mortgage loans 90 days or more past due and/or in non-accrual status | $ | 147 | $ | 19 | |||||||
| Fair value of commercial mortgage loans 90 days or more past due | $ | 64 | $ | 2 | |||||||
| Fair value of commercial mortgage loans in non-accrual status | 147 | 19 |
The following represents the residential loan portfolio 90 days or more past due and/or in non-accrual status:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Unpaid principal balance of residential mortgage loans 90 days or more past due and/or in non-accrual status | $ | 528 | $ | 522 | |||||||
| Mark to fair value of residential mortgage loans 90 days or more past due and/or in non-accrual status | (49) | (50) | |||||||||
| Fair value of residential mortgage loans 90 days or more past due and/or in non-accrual status | $ | 479 | $ | 472 | |||||||
| Fair value of residential mortgage loans 90 days or more past due1 | $ | 479 | $ | 472 | |||||||
| Fair value of residential mortgage loans in non-accrual status | 355 | 360 | |||||||||
| 1 As of December 31, 2023 and 2022, includes $124 million and $221 million, respectively, of residential mortgage loans that are guaranteed by U.S. government-sponsored agencies. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is the estimated amount of gains (losses) included in earnings during the period attributable to changes in instrument-specific credit risk on our mortgage loan portfolio:
| Years ended December 31, | |||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||
| Mortgage loans | $ | (53) | $ | (41) |
The portion of gains and losses attributable to changes in instrument-specific credit risk is estimated by identifying commercial loans with loan-to-value ratios meeting credit quality criteria, and residential mortgage loans with delinquency status meeting credit quality criteria.
Financial Instruments Without Readily Determinable Fair Values
Athene has elected the measurement alternative for certain equity securities that do not have a readily determinable fair value. The equity securities are held at cost less any impairment. The carrying amount of the equity securities was $358 million, with an impairment of $42 million as of December 31, 2023. As a result of slower than expected growth of the investee, Athene recorded an impairment of $42 million in the fourth quarter of 2023. As of December 31, 2022, the carrying amount of the equity securities was $400 million, with no cumulative recorded impairment.
Fair Value of Financial Instruments Not Carried at Fair Value – Retirement Services
The following represents Athene’s financial instruments not carried at fair value on the consolidated statements of financial condition:
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| (In millions) | Carrying Value | Fair Value | NAV | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||||||||||||||
| Investment funds | $ | 109 | $ | 109 | $ | 109 | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Policy loans | 334 | 334 | — | — | 334 | — | |||||||||||||||||||||||||||||
| Funds withheld at interest | 27,738 | 27,738 | — | — | — | 27,738 | |||||||||||||||||||||||||||||
| Other investments | 46 | 52 | — | — | — | 52 | |||||||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||||||||
| Investment funds | 550 | 550 | 550 | — | — | — | |||||||||||||||||||||||||||||
| Funds withheld at interest | 7,195 | 7,195 | — | — | — | 7,195 | |||||||||||||||||||||||||||||
| Short-term investments | 947 | 947 | — | — | 947 | — | |||||||||||||||||||||||||||||
| Total financial assets not carried at fair value | $ | 36,919 | $ | 36,925 | $ | 659 | $ | — | $ | 1,281 | $ | 34,985 | |||||||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | $ | 154,095 | $ | 146,038 | $ | — | $ | — | $ | — | $ | 146,038 | |||||||||||||||||||||||
| Debt | 4,209 | 3,660 | — | — | 3,660 | — | |||||||||||||||||||||||||||||
| Securities to repurchase | 3,853 | 3,853 | — | — | 3,853 | — | |||||||||||||||||||||||||||||
| Funds withheld liability | 350 | 350 | — | — | 350 | — | |||||||||||||||||||||||||||||
| Total financial liabilities not carried at fair value | $ | 162,507 | $ | 153,901 | $ | — | $ | — | $ | 7,863 | $ | 146,038 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2022 | |||||||||||||||||||||||||||||||||||
| (In millions) | Carrying Value | Fair Value | NAV | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||||||||||||||
| Investment funds | $ | 79 | $ | 79 | $ | 79 | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Policy loans | 347 | 347 | — | — | 347 | — | |||||||||||||||||||||||||||||
| Funds withheld at interest | 37,727 | 37,727 | — | — | — | 37,727 | |||||||||||||||||||||||||||||
| Short-term investments | 1,640 | 1,640 | — | — | 1,614 | 26 | |||||||||||||||||||||||||||||
| Other investments | 162 | 162 | — | — | — | 162 | |||||||||||||||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||||||||||||||
| Investment funds | 610 | 610 | 610 | — | — | — | |||||||||||||||||||||||||||||
| Funds withheld at interest | 11,233 | 11,233 | — | — | — | 11,233 | |||||||||||||||||||||||||||||
| Total financial assets not carried at fair value | $ | 51,798 | $ | 51,798 | $ | 689 | $ | — | $ | 1,961 | $ | 49,148 | |||||||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | $ | 125,101 | $ | 111,608 | $ | — | $ | — | $ | — | $ | 111,608 | |||||||||||||||||||||||
| Debt | 3,658 | 2,893 | — | — | 2,893 | — | |||||||||||||||||||||||||||||
| Securities to repurchase | 4,743 | 4,743 | — | — | 4,743 | — | |||||||||||||||||||||||||||||
| Funds withheld liability | 360 | 360 | — | — | 360 | — | |||||||||||||||||||||||||||||
| Total financial liabilities not carried at fair value | $ | 133,862 | $ | 119,604 | $ | — | $ | — | $ | 7,996 | $ | 111,608 |
The fair value for financial instruments not carried at fair value are estimated using the same methods and assumptions as those carried at fair value. The financial instruments presented above are reported at carrying value on the consolidated statements of financial condition; however, in the case of policy loans, funds withheld at interest and liability, short-term investments, and securities to repurchase, the carrying amount approximates fair value.
Interest sensitive contract liabilities
The carrying and fair value of interest sensitive contract liabilities above includes fixed indexed and traditional fixed annuities without mortality or morbidity risks, funding agreements and payout annuities without life contingencies. The embedded derivatives within fixed indexed annuities without mortality or morbidity risks are excluded, as they are carried at fair value. The valuation of these investment contracts is based on discounted cash flow methodologies using significant unobservable inputs. The estimated fair value is determined using current market risk-free interest rates, adding a spread to reflect nonperformance risk and subtracting a risk margin to reflect uncertainty inherent in the projected cash flows.
Debt
The fair value of debt is obtained from commercial pricing services. These are classified as Level 2. The pricing services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, trading activity, credit quality, issuer spreads, bids, offers and other reference data.
Significant Unobservable Inputs
Asset Management
Discounted Cash Flow and Direct Capitalization Model
When a discounted cash flow or direct capitalization model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows or the capitalization rate, respectively. Increases in the discount or capitalization rate can significantly lower the fair value of an investment and the contingent consideration obligations; conversely decreases in the discount or capitalization rate can significantly increase the fair value of an investment and the contingent consideration obligations. See note 20 for further discussion of the contingent consideration obligations.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Option Model
When an option model is used to determine fair value, the significant input used in the valuation model is the volatility rate applied to present value the projected cash flows. Increases in the volatility rate can significantly lower the fair value of an investment and the contingent consideration obligations; conversely decreases in the discount or capitalization rate can significantly increase the fair value of an investment and the contingent consideration obligations.
Consolidated VIEs’ Investments
The significant unobservable input used in the fair value measurement of the equity securities, bank loans and bonds is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value, which would result in a significantly lower or higher fair value measurement. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks.
NAV
Certain investments and investments of VIEs are valued using the NAV per share equivalent calculated by the investment manager as a practical expedient to determine an independent fair value.
Retirement Services
AFS, trading and equity securities
Athene uses discounted cash flow models to calculate the fair value for certain fixed maturity and equity securities. The discount rate is a significant unobservable input because the credit spread includes adjustments made to the base rate. The base rate represents a market comparable rate for securities with similar characteristics. This excludes assets for which fair value is provided by independent broker quotes.
Mortgage loans
Athene uses discounted cash flow models from independent commercial pricing services to calculate the fair value of its mortgage loan portfolio. The discount rate is a significant unobservable input. This approach uses market transaction information and client portfolio-oriented information, such as prepayments or defaults, to support the valuations.
Interest sensitive contract liabilities – embedded derivative
Significant unobservable inputs used in the fixed indexed annuities embedded derivative of the interest sensitive contract liabilities valuation include:
1.Nonperformance risk – For contracts Athene issues, it uses the credit spread, relative to the U.S. Treasury curve based on Athene’s public credit rating as of the valuation date. This represents Athene’s credit risk for use in the estimate of the fair value of embedded derivatives.
2.Option budget – Athene assumes future hedge costs in the derivative’s fair value estimate. The level of option budgets determines the future costs of the options and impacts future policyholder account value growth.
3.Policyholder behavior – Athene regularly reviews the full withdrawal (surrender rate) assumptions. These are based on initial pricing assumptions updated for actual experience. Actual experience may be limited for recently issued products.
Valuation of Underlying Investments
Asset Management
As previously noted, the underlying entities that Apollo manages and invests in are primarily investment companies that account for their investments at estimated fair value.
On a quarterly basis, valuation committees consisting of members from senior management review and approve the valuation results related to the investments of the funds Apollo manages. Apollo also retains external valuation firms to provide third-
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the external valuation firms assist management with validating their valuation results or determining fair value. Apollo performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Yield Investments
Yield investments are generally valued based on third party vendor prices and/or quoted market prices and valuation models. Valuations using quoted market prices are based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments. Apollo will designate certain brokers to use to value specific securities. In determining the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service. When relying on a third party vendor as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population, if available, and (iii) validates the valuation levels with Apollo’s pricing team and traders.
Debt securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the income approach, as described below. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
Equity and Hybrid Investments
The majority of illiquid equity and hybrid investments are valued using the market approach and/or the income approach, as described below.
Market Approach
The market approach is driven by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to any of the following factors: (1) the subject company’s historical and projected financial data; (2) valuations given to comparable companies; (3) the size and scope of the subject company’s operations; (4) the subject company’s individual strengths and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the subject company’s securities; (6) applicable restrictions on transfer; (7) industry and market information; (8) general economic and market conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above.
Enterprise value as a multiple of EBITDA is common and relevant for most companies and industries, however, other industry specific multiples are employed where available and appropriate. Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports and press releases. Once a comparable company set is determined, Apollo reviews certain aspects of the subject company’s performance and determines how its performance compares to the group and to certain individuals in the group. Apollo compares certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, Apollo compares the entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.
Income Approach
The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology for the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results, the determination of a terminal value and a calculated discount rate, which is normally based on the subject company’s WACC. The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.
The value of liquid investments, where the primary market is an exchange (whether foreign or domestic), is determined using period end market prices. Such prices are generally based on the close price on the date of determination.
Certain of the funds Apollo manages may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of the period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.
Retirement Services
NAV
Investment funds are typically measured using NAV as a practical expedient in determining fair value and are not classified in the fair value hierarchy. The carrying value reflects a pro rata ownership percentage as indicated by NAV in the investment fund financial statements, which may be adjusted if it is determined NAV is not calculated consistent with investment company fair value principles. The underlying investments of the investment funds may have significant unobservable inputs, which may include but are not limited to, comparable multiples and WACC rates applied in valuation models or a discounted cash flow model.
AFS and trading securities
The fair value for most marketable securities without an active market are obtained from several commercial pricing services. These are classified as Level 2 assets. The pricing services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, trading activity, credit quality, issuer spreads, bids, offers and other reference data. This category typically includes U.S. and non-U.S. corporate bonds, U.S. agency and government guaranteed securities, CLO, ABS, CMBS and RMBS.
Athene also has fixed maturity securities priced based on indicative broker quotes or by employing market accepted valuation models. For certain fixed maturity securities, the valuation model uses significant unobservable inputs and are included in Level 3 in fair value hierarchy. Significant unobservable inputs used include discount rates, issue-specific credit adjustments, material non-public financial information, estimation of future earnings and cash flows, default rate assumptions, liquidity assumptions and indicative quotes from market makers. These inputs are usually considered unobservable, as not all market participants have access to this data.
Privately placed fixed maturity securities are valued based on the credit quality and duration of comparable marketable securities, which may be securities of another issuer with similar characteristics. In some instances, a matrix-based pricing model is used. These models consider the current level of risk-free interest rates, corporate spreads, credit quality of the issuer and cash flow characteristics of the security. Additional factors such as net worth of the borrower, value of collateral, capital structure of the borrower, presence of guarantees and Athene’s evaluation of the borrower’s ability to compete in its relevant market are also considered. Privately placed fixed maturity securities are classified as Level 2 or 3.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity securities
Fair values of publicly traded equity securities are based on quoted market prices and classified as Level 1. Other equity securities, typically private equities or equity securities not traded on an exchange, are valued based on other sources, such as commercial pricing services or brokers, and are classified as Level 2 or 3.
Mortgage loans
Athene estimates fair value monthly using discounted cash flow analysis and rates being offered for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations. The discounted cash flow model uses unobservable inputs, including estimates of discount rates and loan prepayments. Mortgage loans are classified as Level 3.
Investment funds
Certain investment funds for which Athene has elected the fair value option are included in Level 3 and are priced based on market accepted valuation models. The valuation models use significant unobservable inputs, which include material non-public financial information, estimation of future distributable earnings and demographic assumptions. These inputs are usually considered unobservable, as not all market participants have access to this data.
Other investments
The fair value of other investments are determined using a discounted cash flow model using discount rates for similar investments.
Funds withheld at interest embedded derivative
Athene estimates the fair value of the embedded derivative based on the change in the fair value of the assets supporting the funds withheld payable under modco and funds withheld reinsurance agreements. As a result, the fair value of the embedded derivative is classified as Level 2 or 3 based on the valuation methods used for the assets held supporting the reinsurance agreements.
Derivatives
Derivative contracts can be exchange traded or over the counter. Exchange-traded derivatives typically fall within Level 1 of the fair value hierarchy depending on trading activity. Over-the-counter derivatives are valued using valuation models or an income approach using third-party broker valuations. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlation of the inputs. Athene considers and incorporates counterparty credit risk in the valuation process through counterparty credit rating requirements and monitoring of overall exposure. Athene also evaluates and includes its own nonperformance risk in valuing derivatives. The majority of Athene’s derivatives trade in liquid markets; therefore, it can verify model inputs and model selection does not involve significant management judgment. These are typically classified within Level 2 of the fair value hierarchy.
Interest sensitive contract liabilities embedded derivative
Embedded derivatives related to interest sensitive contract liabilities with fixed indexed annuity products are classified as Level 3. The valuations include significant unobservable inputs associated with economic assumptions and actuarial assumptions for policyholder behavior.
AmerUs Closed Block
Athene elected the fair value option for the future policy benefits liability in the AmerUs Closed Block. The valuation technique is to set the fair value of policyholder liabilities equal to the fair value of assets. There is an additional component which captures the fair value of the open block’s obligations to the closed block business. This component is the present value of the projected release of required capital and future earnings before income taxes on required capital supporting the AmerUs Closed Block, discounted at a rate which represents a market participant’s required rate of return, less the initial required capital.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unobservable inputs include estimates for these items. The AmerUs Closed Block policyholder liabilities and any corresponding reinsurance recoverable are classified as Level 3.
ILICO Closed Block
Athene elected the fair value option for the ILICO Closed Block. The valuation technique is to set the fair value of policyholder liabilities equal to the fair value of assets. There is an additional component which captures the fair value of the open block’s obligations to the closed block business. This component uses the present value of future cash flows which include commissions, administrative expenses, reinsurance premiums and benefits, and an explicit cost of capital. The discount rate includes a margin to reflect the business and nonperformance risk. Unobservable inputs include estimates for these items. The ILICO Closed Block policyholder liabilities and corresponding reinsurance recoverable are classified as Level 3.
Universal life liabilities and other life benefits
Athene elected the fair value option for certain blocks of universal and other life business ceded to Global Atlantic. Athene uses a present value of liability cash flows. Unobservable inputs include estimates of mortality, persistency, expenses, premium payments and a risk margin used in the discount rates that reflects the riskiness of the business. The universal life policyholder liabilities and corresponding reinsurance recoverable are classified as Level 3.
Other liabilities
Other liabilities includes funds withheld liability, as described above in funds withheld at interest embedded derivative, and a ceded modco agreement of certain inforce funding agreement contracts for which Athene elected the fair value option. Athene estimates the fair value of the ceded modco agreement by discounting projected cash flows for net settlements and certain periodic and non-periodic payments. Unobservable inputs include estimates for asset portfolio returns and economic inputs used in the discount rate, including risk margin. Depending on the projected cash flows and other assumptions, the contract may be recorded as an asset or liability. The estimate is classified as Level 3.
9. Reinsurance
The following summarizes the effect of reinsurance on premiums and future policy and other policy benefits on the consolidated statements of operations:
| Years ended December 31, | |||||||||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||||||||
| Premiums | |||||||||||||||||||||||
| Direct | $ | 10,525 | $ | 11,373 | |||||||||||||||||||
| Reinsurance assumed | 2,313 | 377 | |||||||||||||||||||||
| Reinsurance ceded | (89) | (112) | |||||||||||||||||||||
| Total premiums | $ | 12,749 | $ | 11,638 | |||||||||||||||||||
| Future policy and other policy benefits | |||||||||||||||||||||||
| Direct | $ | 12,321 | $ | 12,142 | |||||||||||||||||||
| Reinsurance assumed | 2,389 | 416 | |||||||||||||||||||||
| Reinsurance ceded | (276) | (93) | |||||||||||||||||||||
| Total future policy and other policy benefits | $ | 14,434 | $ | 12,465 |
Reinsurance typically provides for recapture rights on the part of the ceding company for certain events of default. Additionally, some agreements require placement of assets in trust accounts for the benefit of the ceding entity. The required minimum assets are equal to or greater than statutory reserves, as defined by the agreement, and were $21.6 billion and $12.6 billion as of December 31, 2023 and 2022, respectively. Although Athene owns assets placed in trust, their use is restricted based on the trust agreement terms. If the statutory book value of the assets, or in certain cases fair value, in a trust declines because of impairments or other reasons, additional contributions of assets to the trust may be required. In addition, the assets within a trust may be subject to a pledge in favor of the applicable reinsurance company.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reinsurance transactions
Athene entered into a coinsurance agreement to reinsure a block of whole life policies during the fourth quarter of 2023. There were no block reinsurance transactions during the year ended December 31, 2022. The following summarizes the block reinsurance agreement at inception:
| (In millions) | Year ended December 31, 2023 | ||||||||||||||||
| Liabilities assumed | $ | 1,975 | |||||||||||||||
| Less: Assets received | 2,158 | ||||||||||||||||
| Deferred profit liability1 | $ | (183) | |||||||||||||||
| 1 Included within future policy benefits on the consolidated statements of financial condition. |
Global Atlantic
Athene has a 100% coinsurance and assumption agreement with Global Atlantic. The agreement ceded all existing open block life insurance business issued by Athene Annuity and Life Company (“AAIA”), with the exception of enhanced guarantee universal life insurance products. Athene also entered into a 100% coinsurance agreement with Global Atlantic to cede all policy liabilities of the ILICO Closed Block. The ILICO Closed Block consists primarily of participating whole life insurance policies. Athene also has an excess of loss arrangement with Global Atlantic to be reimbursed for any payments required from Athene’s general assets to meet the contractual obligations of the AmerUs Closed Block not covered by existing reinsurance through Athene Re USA IV. The AmerUs Closed Block consists primarily of participating whole life insurance policies. Since all liabilities were covered by the existing reinsurance at close, no reinsurance premiums were ceded. The assets backing the AmerUs Closed Block are managed, on AAIA’s behalf, by Goldman Sachs Asset Management.
As of December 31, 2023 and 2022, Global Atlantic maintained a series of trust and custody accounts under the terms of these agreements with assets equal to or greater than a required aggregate statutory balance of $2.5 billion and $2.7 billion, respectively.
Protective Life Insurance Company (“Protective”)
Athene reinsured substantially all of the existing life and health business of Athene Annuity & Life Assurance Company (“AADE”) to Protective under a coinsurance agreement in 2011. As of December 31, 2023 and 2022, Protective maintained a trust for Athene’s benefit with assets having a fair value of $1.2 billion and $1.2 billion, respectively.
Reinsurance Recoverables
The following summarizes reinsurance recoverable balances:
| December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||
| Global Atlantic | $ | 2,435 | $ | 2,452 | |||||||||||||
| Protective | 1,559 | 1,581 | |||||||||||||||
| Brighthouse Financial | 50 | 226 | |||||||||||||||
| Other1 | 110 | 99 | |||||||||||||||
| Reinsurance recoverable | $ | 4,154 | $ | 4,358 | |||||||||||||
| 1 Represents all other reinsurers, with no single reinsurer having a carrying value in excess of 5% of the total recoverable. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired
The following represents a rollforward of DAC and DSI by product, and a rollforward of VOBA. See note 12 for more information on Athene’s products.
| DAC | DSI | VOBA | Total DAC, DSI and VOBA | ||||||||||||||||||||||||||||||||||||||
| (In millions) | Traditional deferred annuities | Indexed annuities | Funding agreements | Other investment-type | Indexed annuities | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 3,372 | $ | 3,372 | |||||||||||||||||||||||||||
| Additions | 320 | 784 | 14 | 9 | 411 | — | 1,538 | ||||||||||||||||||||||||||||||||||
| Amortization | (16) | (29) | (3) | — | (12) | (384) | (444) | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 304 | 755 | 11 | 9 | 399 | 2,988 | 4,466 | ||||||||||||||||||||||||||||||||||
| Additions | 701 | 863 | 3 | 3 | 634 | — | 2,204 | ||||||||||||||||||||||||||||||||||
| Amortization | (115) | (101) | (4) | (1) | (63) | (404) | (688) | ||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | (3) | (3) | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 890 | $ | 1,517 | $ | 10 | $ | 11 | $ | 970 | $ | 2,581 | $ | 5,979 |
Deferred costs related to universal life-type policies and investment contracts with significant revenue streams from sources other than investment of the policyholder funds, including traditional deferred annuities and indexed annuities, are amortized on a constant-level basis for a cohort of contracts using initial premium or deposit. Significant inputs and assumptions are required for determining the expected duration of the cohort and involves using accepted actuarial methods to determine decrement rates related to policyholder behavior for lapses, withdrawals (surrenders) and mortality. The assumptions used to determine the amortization of DAC and DSI are consistent with those used to estimate the related liability balance.
Deferred costs related to investment contracts without significant revenue streams from sources other than investment of policyholder funds are amortized using the effective interest method, which primarily includes funding agreements. The effective interest method requires inputs to project future cash flows, which for funding agreements includes contractual terms of notional value, periodic interest payments based on either fixed or floating interest rates, and duration. For other investment-type contracts which include immediate annuities and assumed endowments without significant mortality risks, assumptions are required related to policyholder behavior for lapses and withdrawals (surrenders).
The expected amortization of VOBA for the next five years is as follows:
| (In millions) | Expected amortization | ||||
| 2024 | $ | 325 | |||
| 2025 | 294 | ||||
| 2026 | 262 | ||||
| 2027 | 229 | ||||
| 2028 | 196 | ||||
11. Goodwill
The following table presents Apollo’s goodwill by segment:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Asset Management | $ | 232 | $ | 232 | |||||||
| Retirement Services | 4,065 | 4,058 | |||||||||
| Principal Investing | 32 | 32 | |||||||||
| Total Goodwill | $ | 4,329 | $ | 4,322 |
On January 1, 2022, the Company completed the previously announced merger transactions with Athene. In connection with the completion of the Mergers, the Company recognized goodwill of $4.1 billion as of the Merger Date. See note 4 for further disclosure regarding the goodwill recorded as a result of the Mergers.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the completion of the Mergers, the Company undertook a strategic review of its operating structure and business segments to assess the performance of its businesses and the allocation of resources. As a result, the Company reorganized into three reportable segments: Asset Management, Retirement Services, and Principal Investing. The Company conducted interim impairment testing immediately prior to and subsequent to the reorganization and determined there to be no impairment of historical goodwill.
Apollo acquired Griffin Capital’s U.S. wealth distribution business and U.S. asset management business in two separate closings on March 1, 2022 and May 3, 2022 and recorded goodwill of $13 million and $134 million, respectively, on each acquisition date. All of the goodwill associated with the Griffin Capital acquisitions is included within the Asset Management segment.
12. Long-duration Contracts
Interest sensitive contract liabilities – Interest sensitive contract liabilities primarily include:
▪traditional deferred annuities,
▪indexed annuities consisting of fixed indexed and index-linked variable annuities,
▪funding agreements, and
▪other investment-type contracts comprising of immediate annuities without significant mortality risk (which includes pension group annuities without life contingencies) and assumed endowments without significant mortality risks.
The following represents a rollforward of the policyholder account balance by product within interest sensitive contract liabilities. Where explicit policyholder account balances do not exist, the disaggregated rollforward represents the recorded reserve.
| Year ended December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | Traditional deferred annuities | Indexed annuities | Funding agreements | Other investment-type | Total | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 43,518 | $ | 92,660 | $ | 27,439 | $ | 4,722 | $ | 168,339 | |||||||||||||||||||||||||||||||
| Deposits | 30,175 | 12,639 | 6,893 | 4,597 | 54,304 | ||||||||||||||||||||||||||||||||||||
| Policy charges | (2) | (651) | — | — | (653) | ||||||||||||||||||||||||||||||||||||
| Surrenders and withdrawals | (9,929) | (11,253) | (110) | (40) | (21,332) | ||||||||||||||||||||||||||||||||||||
| Benefit payments | (984) | (1,609) | (3,273) | (275) | (6,141) | ||||||||||||||||||||||||||||||||||||
| Interest credited | 1,858 | 1,279 | 883 | 155 | 4,175 | ||||||||||||||||||||||||||||||||||||
| Foreign exchange | 52 | 1 | 260 | (95) | 218 | ||||||||||||||||||||||||||||||||||||
| Other1 | 75 | 81 | 258 | (1,435) | (1,021) | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 64,763 | $ | 93,147 | $ | 32,350 | $ | 7,629 | $ | 197,889 | |||||||||||||||||||||||||||||||
| Weighted average crediting rate | 4.0 | % | 2.4 | % | 3.4 | % | 2.7 | % | |||||||||||||||||||||||||||||||||
| Net amount at risk | $ | 425 | $ | 14,716 | $ | — | $ | 103 | |||||||||||||||||||||||||||||||||
| Cash surrender value | 61,345 | 85,381 | — | 6,375 | |||||||||||||||||||||||||||||||||||||
| 1 Other includes $1,371 million reduction of reserves related to the VIAC recapture agreement. See note 19 for further information. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Year ended December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | Traditional deferred annuities | Indexed annuities | Funding agreements | Other investment-type | Total | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | 35,599 | $ | 89,755 | $ | 23,623 | $ | 2,413 | $ | 151,390 | |||||||||||||||||||||||||||||||
| Deposits | 13,246 | 11,544 | 7,970 | 2,581 | 35,341 | ||||||||||||||||||||||||||||||||||||
| Policy charges | (3) | (600) | — | — | (603) | ||||||||||||||||||||||||||||||||||||
| Surrenders and withdrawals | (5,419) | (8,057) | (880) | (17) | (14,373) | ||||||||||||||||||||||||||||||||||||
| Benefit payments | (937) | (1,620) | (2,819) | (322) | (5,698) | ||||||||||||||||||||||||||||||||||||
| Interest credited | 1,032 | 1,638 | 677 | 95 | 3,442 | ||||||||||||||||||||||||||||||||||||
| Foreign exchange | — | — | (440) | (6) | (446) | ||||||||||||||||||||||||||||||||||||
| Other | — | — | (692) | (22) | (714) | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 43,518 | $ | 92,660 | $ | 27,439 | $ | 4,722 | $ | 168,339 | |||||||||||||||||||||||||||||||
| Weighted average crediting rate | 3.2 | % | 2.2 | % | 2.5 | % | 3.1 | % | |||||||||||||||||||||||||||||||||
| Net amount at risk | $ | 422 | $ | 13,581 | $ | — | $ | 47 | |||||||||||||||||||||||||||||||||
| Cash surrender value | 41,273 | 84,724 | — | 2,213 |
The following is a reconciliation of interest sensitive contract liabilities to the consolidated statements of financial condition:
| December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Traditional deferred annuities | $ | 64,763 | $ | 43,518 | |||||||
| Indexed annuities | 93,147 | 92,660 | |||||||||
| Funding agreements | 32,350 | 27,439 | |||||||||
| Other investment-type | 7,629 | 4,722 | |||||||||
| Reconciling items1 | 6,781 | 5,277 | |||||||||
| Interest sensitive contract liabilities | $ | 204,670 | $ | 173,616 | |||||||
| 1 Reconciling items primarily include embedded derivatives in indexed annuities, unaccreted host contract adjustments on indexed annuities, negative VOBA, sales inducement liabilities, and wholly ceded universal life insurance contracts. |
The following represents policyholder account balances by range of guaranteed minimum crediting rates, as well as the related range of the difference between rates being credited to policyholders and the respective guaranteed minimums:
| December 31, 2023 | |||||||||||||||||||||||
| (In millions) | At guaranteed minimum | 1 basis point – 100 basis points above guaranteed minimum | Greater than 100 basis points above guaranteed minimum | Total | |||||||||||||||||||
| < 2.0% | $ | 30,339 | $ | 18,954 | $ | 100,609 | $ | 149,902 | |||||||||||||||
| 2.0% – < 4.0% | 27,792 | 2,074 | 1,389 | 31,255 | |||||||||||||||||||
| 4.0% – < 6.0% | 11,532 | 17 | 1 | 11,550 | |||||||||||||||||||
| 6.0% and greater | 5,182 | — | — | 5,182 | |||||||||||||||||||
| Total | $ | 74,845 | $ | 21,045 | $ | 101,999 | $ | 197,889 |
| December 31, 2022 | |||||||||||||||||||||||
| (In millions) | At guaranteed minimum | 1 basis point – 100 basis points above guaranteed minimum | Greater than 100 basis points above guaranteed minimum | Total | |||||||||||||||||||
| < 2.0% | $ | 25,031 | $ | 26,020 | $ | 72,776 | $ | 123,827 | |||||||||||||||
| 2.0% – < 4.0% | 33,325 | 1,408 | 284 | 35,017 | |||||||||||||||||||
| 4.0% – < 6.0% | 8,277 | 10 | 6 | 8,293 | |||||||||||||||||||
| 6.0% and greater | 1,202 | — | — | 1,202 | |||||||||||||||||||
| Total | $ | 67,835 | $ | 27,438 | $ | 73,066 | $ | 168,339 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future policy benefits – Future policy benefits consist primarily of payout annuities, including single premium immediate annuities with life contingencies (which include pension group annuities with life contingencies), and whole life insurance contracts.
The following is a rollforward by product within future policy benefits:
| Year ended December 31, 2023 | |||||||||||||||||
| (In millions, except percentages and years) | Payout annuities with life contingencies | Whole life | Total | ||||||||||||||
| Present value of expected net premiums | |||||||||||||||||
| Beginning balance | $ | — | $ | — | $ | — | |||||||||||
| Issuances | — | 3,091 | 3,091 | ||||||||||||||
| Interest accrual | — | 6 | 6 | ||||||||||||||
| Net premium collected | — | (2,027) | (2,027) | ||||||||||||||
| Foreign exchange | — | 65 | 65 | ||||||||||||||
| Ending balance at original discount rate | — | 1,135 | 1,135 | ||||||||||||||
| Effect of changes in discount rate assumptions | — | 45 | 45 | ||||||||||||||
| Effect of foreign exchange on the change in discount rate assumptions | — | 2 | 2 | ||||||||||||||
| Ending balance | $ | — | $ | 1,182 | $ | 1,182 | |||||||||||
| Present value of expected future policy benefits | |||||||||||||||||
| Beginning balance | $ | 36,422 | $ | — | $ | 36,422 | |||||||||||
| Effect of changes in discount rate assumptions | 8,425 | — | 8,425 | ||||||||||||||
| Effect of foreign exchange on the change in discount rate assumptions | (13) | — | (13) | ||||||||||||||
| Beginning balance at original discount rate | 44,834 | — | 44,834 | ||||||||||||||
| Effect of changes in cash flow assumptions | (297) | — | (297) | ||||||||||||||
| Effect of actual experience to expected experience | (67) | — | (67) | ||||||||||||||
| Adjusted balance | 44,470 | — | 44,470 | ||||||||||||||
| Issuances | 10,427 | 3,091 | 13,518 | ||||||||||||||
| Interest accrual | 1,646 | 18 | 1,664 | ||||||||||||||
| Benefit payments | (3,834) | (18) | (3,852) | ||||||||||||||
| Foreign exchange | 35 | 185 | 220 | ||||||||||||||
| Other1 | (1,509) | — | (1,509) | ||||||||||||||
| Ending balance at original discount rate | 51,235 | 3,276 | 54,511 | ||||||||||||||
| Effect of changes in discount rate assumptions | (6,233) | 89 | (6,144) | ||||||||||||||
| Effect of foreign exchange on the change in discount rate assumptions | (1) | 6 | 5 | ||||||||||||||
| Ending balance | $ | 45,001 | $ | 3,371 | $ | 48,372 | |||||||||||
| Net future policy benefits | $ | 45,001 | $ | 2,189 | $ | 47,190 | |||||||||||
| Weighted-average liability duration (in years) | 9.5 | 33.5 | |||||||||||||||
| Weighted-average interest accretion rate | 3.6 | % | 4.8 | % | |||||||||||||
| Weighted-average current discount rate | 5.1 | % | 4.1 | % | |||||||||||||
| Expected future gross premiums, undiscounted | $ | — | $ | 1,497 | |||||||||||||
| Expected future gross premiums, discounted2 | — | 1,239 | |||||||||||||||
| Expected future benefit payments, undiscounted | 75,261 | 11,344 | |||||||||||||||
| 1 Other represents a $1,509 million reduction of reserves related to the VIAC recapture agreement. See note 19 for further information. | |||||||||||||||||
| 2 Discounted at the original discount rate. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Year ended December 31, 2022 | |||||||||||||||||
| (In millions, except percentages and years) | Payout annuities with life contingencies | Whole life | Total | ||||||||||||||
| Present value of expected future policy benefits | |||||||||||||||||
| Beginning balance | $ | 35,278 | $ | — | $ | 35,278 | |||||||||||
| Effect of changes in discount rate assumptions | — | — | — | ||||||||||||||
| Beginning balance at original discount rate | 35,278 | — | 35,278 | ||||||||||||||
| Effect of actual experience to expected experience | (120) | — | (120) | ||||||||||||||
| Adjusted balance | 35,158 | — | 35,158 | ||||||||||||||
| Issuances | 11,528 | — | 11,528 | ||||||||||||||
| Interest accrual | 1,146 | — | 1,146 | ||||||||||||||
| Benefit payments | (2,921) | — | (2,921) | ||||||||||||||
| Foreign exchange | (77) | — | (77) | ||||||||||||||
| Ending balance at original discount rate | 44,834 | — | 44,834 | ||||||||||||||
| Effect of changes in discount rate assumptions | (8,425) | — | (8,425) | ||||||||||||||
| Effect of foreign exchange on the change in discount rate assumptions | 13 | — | 13 | ||||||||||||||
| Ending balance | $ | 36,422 | $ | — | $ | 36,422 | |||||||||||
| Net future policy benefits | $ | 36,422 | $ | — | $ | 36,422 | |||||||||||
| Weighted-average liability duration (in years) | 10.2 | 0.0 | |||||||||||||||
| Weighted-average interest accretion rate | 3.2 | % | — | % | |||||||||||||
| Weighted-average current discount rate | 5.5 | % | — | % | |||||||||||||
| Expected future benefit payments, undiscounted | $ | 64,754 | $ | — | |||||||||||||
The following is a reconciliation of future policy benefits to the consolidated statements of financial condition:
| December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Payout annuities with life contingencies | $ | 45,001 | $ | 36,422 | |||||||
| Whole life | 2,189 | — | |||||||||
| Reconciling items1 | 6,097 | 5,688 | |||||||||
| Future policy benefits | $ | 53,287 | $ | 42,110 | |||||||
| 1 Reconciling items primarily include the deferred profit liability and negative VOBA associated with the liability for future policy benefits. Additionally, it includes term life reserves, fully ceded whole life reserves, and reserves for immaterial lines of business including accident and health and disability, as well as other insurance benefit reserves for no-lapse guarantees with universal life contracts, all of which are fully ceded. |
The following is a reconciliation of premiums and interest expense relating to future policy benefits to the consolidated statements of operations:
| Premiums | Interest expense | ||||||||||||||||||||||
| Years ended December 31, | Years ended December 31, | ||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Payout annuities with life contingencies | $ | 10,504 | $ | 11,606 | $ | 1,646 | $ | 1,146 | |||||||||||||||
| Whole life | 2,214 | — | 12 | — | |||||||||||||||||||
| Reconciling items1 | 31 | 32 | — | — | |||||||||||||||||||
| Total | $ | 12,749 | $ | 11,638 | $ | 1,658 | $ | 1,146 | |||||||||||||||
| 1 Reconciling items primarily relate to immaterial lines of business including term life, fully ceded whole life, and accident and health and disability. |
Significant assumptions and inputs to the calculation of future policy benefits for payout annuities with life contingencies include policyholder demographic data, assumptions for policyholder longevity and policyholder utilization for contracts with deferred lives, and discount rates. For whole life products, significant assumptions and inputs include policyholder demographic data, assumptions for mortality, morbidity, and lapse and discount rates.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Athene bases certain key assumptions related to policyholder behavior on industry standard data adjusted to align with actual company experience, if necessary. At least annually, Athene reviews all significant cash flow assumptions and updates as necessary, unless emerging experience indicates a more frequent review is necessary. The discount rate reflects market observable inputs from upper-medium grade fixed income instrument yields and is interpolated, where necessary, to conform to the duration of Athene’s liabilities.
During the year ended December 31, 2023, the present value of expected future policy benefits increased by $11,950 million, which was driven by $13,518 million of issuances, primarily pension group annuities, $2,236 million change in discount rate assumptions related to a decrease in rates, and $1,664 million of interest accrual, partially offset by $3,852 million of benefit payments, $1,509 million reduction in reserve relating to recapture, and $297 million resulting from favorable unlocking of assumptions, primarily related to higher interest rates and favorable mortality experience lowering future benefit payments.
During the year ended December 31, 2022, the present value of expected future policy benefits increased by $1,144 million, which was driven by $11,528 million of issuances, primarily pension group annuities, and $1,146 million of interest accrual, partially offset by a $8,425 million change in discount rate assumptions related to an increase in rates and $2,921 million of benefit payments.
The following is a summary of remeasurement gains (losses) included within future policy and other policy benefits on the consolidated statements of operations:
| Years ended December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Reserves | $ | 364 | $ | 120 | |||||||
| Deferred profit liability | (246) | (126) | |||||||||
| Negative VOBA | (65) | 21 | |||||||||
| Total remeasurement gains (losses) | $ | 53 | $ | 15 |
During the years ended December 31, 2023 and 2022, Athene recorded reserve increases of $136 million and $50 million, respectively, on the consolidated statements of operations as a result of the present value of benefits and expenses exceeding the present value of gross premiums.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Market risk benefits – Athene issues and reinsures traditional deferred and indexed annuity products that contain GLWB and GMDB riders that meet the criteria to be classified as market risk benefits.
The following is a rollfoward of net market risk benefit liabilities by product:
| Year ended December 31, 2023 | |||||||||||||||||||||||
| (In millions) | Traditional deferred annuities | Indexed annuities | Total | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | 170 | $ | 2,319 | $ | 2,489 | |||||||||||||||||
| Effect of changes in instrument-specific credit risk | 13 | 353 | 366 | ||||||||||||||||||||
| Balance, beginning of period, before changes in instrument-specific credit risk | 183 | 2,672 | 2,855 | ||||||||||||||||||||
| Issuances | — | 106 | 106 | ||||||||||||||||||||
| Interest accrual | 10 | 147 | 157 | ||||||||||||||||||||
| Attributed fees collected | 2 | 336 | 338 | ||||||||||||||||||||
| Benefit payments | (2) | (32) | (34) | ||||||||||||||||||||
| Effect of changes in interest rates | (1) | (90) | (91) | ||||||||||||||||||||
| Effect of changes in equity | — | (119) | (119) | ||||||||||||||||||||
| Effect of actual policyholder behavior compared to expected behavior | 5 | 67 | 72 | ||||||||||||||||||||
| Effect of changes in future expected policyholder behavior | (3) | 78 | 75 | ||||||||||||||||||||
| Effect of changes in other future expected assumptions | — | 6 | 6 | ||||||||||||||||||||
| Balance, end of period, before changes in instrument-specific credit risk | 194 | 3,171 | 3,365 | ||||||||||||||||||||
| Effect of changes in instrument-specific credit risk | (2) | 10 | 8 | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | 192 | $ | 3,181 | $ | 3,373 | |||||||||||||||||
| Net amount at risk | $ | 425 | $ | 14,716 | |||||||||||||||||||
| Weighted-average attained age of contract holders (in years) | 75 | 69 |
| Year ended December 31, 2022 | |||||||||||||||||||||||
| (In millions) | Traditional deferred annuities | Indexed annuities | Total | ||||||||||||||||||||
| Balance at January 1, 2022 | $ | 253 | $ | 4,194 | $ | 4,447 | |||||||||||||||||
| Issuances | — | 60 | 60 | ||||||||||||||||||||
| Interest accrual | 4 | 52 | 56 | ||||||||||||||||||||
| Attributed fees collected | 3 | 330 | 333 | ||||||||||||||||||||
| Benefit payments | (4) | (49) | (53) | ||||||||||||||||||||
| Effect of changes in interest rates | (77) | (2,092) | (2,169) | ||||||||||||||||||||
| Effect of changes in equity | — | 176 | 176 | ||||||||||||||||||||
| Effect of actual policyholder behavior compared to expected behavior | 6 | 42 | 48 | ||||||||||||||||||||
| Effect of changes in other future expected assumptions | (2) | (41) | (43) | ||||||||||||||||||||
| Balance, end of period, before changes in instrument-specific credit risk | 183 | 2,672 | 2,855 | ||||||||||||||||||||
| Effect of changes in instrument-specific credit risk | (13) | (353) | (366) | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | 170 | $ | 2,319 | $ | 2,489 | |||||||||||||||||
| Net amount at risk | $ | 422 | $ | 13,581 | |||||||||||||||||||
| Weighted-average attained age of contract holders (in years) | 74 | 68 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a reconciliation of market risk benefits to the consolidated statements of financial condition. Market risk benefit assets are included in other assets on the consolidated statements of financial condition.
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| (In millions) | Asset | Liability | Net liability | Asset | Liability | Net liability | |||||||||||||||||||||||||||||
| Traditional deferred annuities | $ | — | $ | 192 | $ | 192 | $ | — | $ | 170 | $ | 170 | |||||||||||||||||||||||
| Indexed annuities | 378 | 3,559 | 3,181 | 481 | 2,800 | 2,319 | |||||||||||||||||||||||||||||
| Total | $ | 378 | $ | 3,751 | $ | 3,373 | $ | 481 | $ | 2,970 | $ | 2,489 |
During the year ended December 31, 2023, net market risk benefit liabilities increased by $884 million, which was primarily driven by $338 million in fees collected from policyholders, a $374 million change in instrument-specific credit risk related to tightening of credit spreads, $157 million of interest accrual, and issuances of $106 million, partially offset by $119 million of changes related to equity market performance and a decrease of $91 million related to changes in the risk-free discount rate across the curve.
During the year ended December 31, 2022, net market risk benefit liabilities decreased by $1,958 million, which was primarily driven by a decrease of $2,169 million related to changes in the risk-free discount rate across the curve and a $366 million change in instrument-specific credit risk related to widening of credit spreads, partially offset by $333 million of fees collected from policyholders and $176 million of changes related to equity market performance.
The determination of the fair value of market risk benefits requires the use of inputs related to fees and assessments and assumptions in determining the projected benefits in excess of the projected account balance. Judgment is required for both economic and actuarial assumptions, which can be either observable or unobservable, that impact future policyholder account growth.
Economic assumptions include interest rates and implied volatilities throughout the duration of the liability. For indexed annuities, assumptions also include projected equity returns which impact cash flows attributable to indexed strategies, implied equity volatilities, expected index credits on the next policy anniversary date and future equity option costs. Assumptions related to the level of option budgets used for determining the future equity option costs and the impact on future policyholder account value growth are considered unobservable inputs.
Policyholder behavior assumptions are unobservable inputs and are established using accepted actuarial valuation methods to estimate withdrawals (surrender rate) and income rider utilization. Assumptions are generally based on industry data and pricing assumptions which are updated for actual experience, if necessary. Actual experience may be limited for recently issued products.
All inputs are used to project excess benefits and fees over a range of risk-neutral, stochastic interest rate scenarios. For indexed annuities, stochastic equity return scenarios are also included within the range. A risk margin is incorporated within the discount rate to reflect uncertainty in the projected cash flows such as variations in policyholder behavior, as well as a credit spread to reflect our nonperformance risk, which is considered an unobservable input. Athene uses the credit spread, relative to the U.S. Treasury curve based on its public credit rating as of the valuation date, as the credit spread to reflect its nonperformance risk in the estimate of the fair value of market risk benefits.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following summarizes the unobservable inputs for market risk benefits:
| December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except for percentages) | Fair value | Valuation technique | Unobservable inputs | Minimum | Maximum | Weighted average | Impact of an increase in the input on fair value | ||||||||||||||||||||||||||||||||||||||||
| Market risk benefits, net | $ | 3,373 | Discounted cash flow | Nonperformance risk | 0.4 | % | 1.4 | % | 1.2 | % | 1 | Decrease | |||||||||||||||||||||||||||||||||||
| Option budget | 0.5 | % | 6.0 | % | 1.9 | % | 2 | Decrease | |||||||||||||||||||||||||||||||||||||||
| Surrender rate | 3.2 | % | 6.4 | % | 4.5 | % | 2 | Decrease | |||||||||||||||||||||||||||||||||||||||
| Utilization rate | 28.6 | % | 95.0 | % | 83.6 | % | 3 | Increase | |||||||||||||||||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except for percentages) | Fair value | Valuation technique | Unobservable inputs | Minimum | Maximum | Weighted average | Impact of an increase in the input on fair value | ||||||||||||||||||||||||||||||||||||||||
| Market risk benefits, net | $ | 2,489 | Discounted cash flow | Nonperformance risk | 0.2 | % | 1.6 | % | 1.4 | % | 1 | Decrease | |||||||||||||||||||||||||||||||||||
| Option budget | 0.5 | % | 5.3 | % | 1.7 | % | 2 | Decrease | |||||||||||||||||||||||||||||||||||||||
| Surrender rate | 3.3 | % | 6.7 | % | 4.4 | % | 2 | Decrease | |||||||||||||||||||||||||||||||||||||||
| Utilization rate | 28.6 | % | 95.0 | % | 82.3 | % | 3 | Increase | |||||||||||||||||||||||||||||||||||||||
| 1 The nonperformance risk weighted average is based on the cash flows underlying the market risk benefit reserve. | |||||||||||||||||||||||||||||||||||||||||||||||
| 2 The option budget and surrender rate weighted averages are calculated based on projected account values. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 The utilization of GLWB withdrawals represents the estimated percentage of policyholders that are expected to use their income rider over the duration of the contract, with the weighted average based on current account values. |
13. Profit Sharing Payable
Profit sharing payable was $1.7 billion and $1.4 billion as of December 31, 2023 and December 31, 2022, respectively. The below is a roll-forward of the profit-sharing payable balance:
| (In millions) | Total | ||||
| Profit sharing payable, January 1, 2022 | $ | 1,445 | |||
| Profit sharing expense | 533 | ||||
| Payments/other | (586) | ||||
| Profit sharing payable, December 31, 2022 | $ | 1,392 | |||
| Profit sharing expense | 777 | ||||
| Payments/other | (500) | ||||
| Profit sharing payable, December 31, 2023 | $ | 1,669 |
Profit sharing expense includes (i) changes in amounts due to current and former employees entitled to a share of performance revenues in funds managed by Apollo and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain of the Company’s acquisitions. Profit sharing payable excludes the potential return of profit-sharing distributions that would be due if certain funds were liquidated, which is recorded in due from related parties in the consolidated statements of financial condition.
The Company requires that a portion of certain of the performance revenues distributed to the Company’s employees be used to purchase restricted shares of common stock issued under its Equity Plan. Prior to distribution of the performance revenues, the Company records the value of the equity-based awards expected to be granted in other assets and accounts payable, accrued expenses, and other liabilities.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Income Taxes
The Company’s income tax (provision) benefit totaled $923 million, $739 million and $(594) million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company’s effective income tax rate was approximately (16.5)%, 17.4% and 12.2% for the years ended December 31, 2023, 2022 and 2021, respectively.
The provision (benefit) for income taxes is presented in the following table:
| Years ended December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||
| Current: | |||||||||||||||||
| Federal income tax1 | $ | 809 | $ | 402 | $ | 83 | |||||||||||
| Foreign income tax2 | 104 | 54 | 33 | ||||||||||||||
| State and local income tax | 64 | 59 | 3 | ||||||||||||||
| $ | 977 | $ | 515 | $ | 119 | ||||||||||||
| Deferred: | |||||||||||||||||
| Federal income tax | 331 | (1,209) | 423 | ||||||||||||||
| Foreign income tax2 | (2,239) | 6 | (1) | ||||||||||||||
| State and local income tax | 8 | (51) | 53 | ||||||||||||||
| (1,900) | (1,254) | 475 | |||||||||||||||
| Total Income Tax Provision (Benefit) | $ | (923) | $ | (739) | $ | 594 | |||||||||||
| 1 The federal income tax provision (benefit) for the year ended December 31, 2023 includes $49 million of proportional amortization, $(186) million of general tax credits and $103 million of transaction costs relating to low-income housing and transferable energy tax credits. | |||||||||||||||||
| 2 The foreign income tax provision (benefit) was calculated on $2,600 million, $(3,359) million and $212 million of pre-tax income (loss) generated in foreign jurisdictions for the years ended December 31, 2023, 2022 and 2021, respectively. |
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IRA”). The IRA contains a number of tax-related provisions, including a 15% minimum corporate income tax on certain large corporations (“CAMT”) as well as an excise tax on stock repurchases. Based on interpretations and assumptions the Company has made regarding the CAMT provisions of the IRA, which may change once further regulatory guidance is issued, the Company believes CAMT as well as the excise tax on stock repurchases will have an immaterial impact on our financial condition.
AHL changed its domicile from Bermuda to the United States, causing AHL to become a U.S.-domiciled corporation and a U.S. taxpayer effective December 31, 2023 (the “Redomicile”) and will be subject to U.S. corporate income tax for 2024 and future years. AHL’s Bermuda subsidiaries (and AHL for pre-Redomicile periods) file protective U.S. income tax returns. AHL’s U.S. subsidiaries file, and AHL for post-Redomicile periods will file, income tax returns with the U.S. federal government and various state governments.
On December 27, 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax (“Bermuda CIT”). Commencing on January 1, 2025, the Bermuda CIT generally will impose a 15% corporate income tax on in-scope entities that are resident in Bermuda or have a Bermuda permanent establishment, without regard to any assurances that been given pursuant to the Exempted Undertakings Tax Protection Act 1966. The Company recorded material deferred tax assets as a result of the passage of the Bermuda CIT and recognized a material impact (decrease) to our consolidated effective rate upon recording the deferred tax assets.
The U.K. enacted legislation in July 2023 implementing certain Pillar Two provisions that will apply to multinational enterprises for accounting periods beginning on or after December 31, 2023. On November 29, 2023, a bill was introduced to U.K. Parliament which proposes certain amendments to the previously enacted Pillar Two legislation and which would include new Pillar Two provisions for accounting periods beginning on or after December 31, 2024. The Company continues to evaluate the potential impact on future periods of Pillar Two, pending legislative adoption by individual countries, as such legislative changes could result in changes to our effective tax rate.
The primary jurisdictions in which the Company operates and incurs income taxes are the United States, United Kingdom, and beginning January 1, 2025 Bermuda. The Company has accumulated undistributed earnings generated by certain foreign
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
subsidiaries, which are intended to be indefinitely reinvested. As such, no deferred taxes have been recorded for the difference between outside tax basis and the carrying amount. The Company determined that estimating the unrecognized tax liability is not practicable.
The following table reconciles the U.S. Federal statutory tax rate to the effective income tax rate:
| Years ended December 31, | |||||||||||||||||
| (In millions, except percentages) | 2023 | 2022 | 2021 | ||||||||||||||
| U.S. federal statutory tax rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||
| Income passed through to non-controlling interests | (4.6) | (9.0) | (10.4) | ||||||||||||||
| State and local income taxes (net of federal benefit) | 1.2 | (0.1) | 0.8 | ||||||||||||||
| Impact of Mergers | — | 7.3 | — | ||||||||||||||
| Impact of foreign taxes (net of foreign tax credit) | (31.0) | — | 0.3 | ||||||||||||||
| Impact of equity-based compensation | 1.0 | 0.1 | 0.5 | ||||||||||||||
| Impact of valuation allowance | (1.3) | — | — | ||||||||||||||
| Tax Credits | (0.6) | — | — | ||||||||||||||
| Redomicile | (1.2) | — | — | ||||||||||||||
| Other | (1.0) | (1.9) | — | ||||||||||||||
| Effective income tax rate | (16.5) | % | 17.4 | % | 12.2 | % |
The income tax provision (benefit) is presented in the following table:
| Years ended December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||
| Income tax provision (benefit) | $ | (923) | $ | (739) | $ | 594 | |||||||||||
| Income tax provision (benefit) from other comprehensive income (loss) | 513 | (1,933) | — | ||||||||||||||
| Total income tax provision (benefit) | $ | (410) | $ | (2,672) | $ | 594 |
Deferred income taxes are recorded due to temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated statements of financial condition. These temporary differences result in taxable or deductible amounts in future years.
As of December 31, 2023, the Company has $1,148 million federal net operating losses, which will begin to expire by 2026; U.S. state net operating losses of $282 million, which will begin to expire by 2031; and UK net operating losses of $99 million, which do not expire. The Company has excess foreign tax credits of $68 million as of December 31, 2023, which can be carried forward 10 years.
The Company’s deferred tax assets and liabilities in the consolidated statements of financial condition consist of the following:
| December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Asset Management | |||||||||||
| Deferred Tax Assets: | |||||||||||
| Depreciation and amortization | $ | 395 | $ | 417 | |||||||
| Tax Credits | 68 | — | |||||||||
| Deferred revenue | 11 | 8 | |||||||||
| Equity-based compensation | 170 | 122 | |||||||||
| Other | 74 | 55 | |||||||||
| Total Deferred Tax Assets | 718 | 602 | |||||||||
| Valuation Allowance | (8) | — | |||||||||
| Deferred Tax Assets, Net of Valuation Allowance | 710 | 602 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Deferred Tax Liabilities: | |||||||||||
| Basis difference in investments | 163 | 70 | |||||||||
| Other | 8 | 7 | |||||||||
| Total Deferred Tax Liabilities | 171 | 77 | |||||||||
| Total Deferred Tax Assets, Net - Asset Management | $ | 539 | $ | 525 | |||||||
| Retirement Services | |||||||||||
| Deferred Tax Assets: | |||||||||||
| Insurance liabilities | $ | 1,742 | $ | 1,015 | |||||||
| Net operating and capital loss carryforwards | 284 | 185 | |||||||||
| Investments, including derivatives | 1,904 | 3,365 | |||||||||
| Employee benefits | 8 | 8 | |||||||||
| Bermuda tax | 1,764 | — | |||||||||
| Investment in foreign subsidiaries | 1,176 | 1,046 | |||||||||
| Other | 280 | — | |||||||||
| Total Deferred Tax Assets | 7,158 | 5,619 | |||||||||
| Valuation allowance | (25) | (105) | |||||||||
| Deferred Tax Assets, Net of Valuation Allowance | 7,133 | 5,514 | |||||||||
| Deferred Tax Liabilities: | |||||||||||
| Intangible assets | 386 | 379 | |||||||||
| DAC, DSI and VOBA | 954 | 713 | |||||||||
| Other | 49 | 29 | |||||||||
| Total Deferred Tax Liabilities | 1,389 | 1,121 | |||||||||
| Total Deferred Tax Assets, Net - Retirement Services | $ | 5,744 | $ | 4,393 |
The valuation allowance consists of the following:
| December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| U.S. federal and state net operating losses and other deferred tax assets | $ | 8 | $ | 16 | |||||||
| U.K. net operating losses and other deferred tax assets | 25 | 89 | |||||||||
| Total Valuation Allowance | $ | 33 | $ | 105 |
In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax authorities. As of December 31, 2023, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2020 through 2022 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax returns of the Company and certain subsidiaries for tax years 2019 to 2021. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2021. The United Kingdom tax authorities are currently examining certain subsidiaries’ tax returns for tax year 2017. There are other examinations ongoing in other foreign jurisdictions in which the Company operates. No provisions with respect to these examinations have been recorded, other than the unrecognized tax benefits discussed below.
The following table presents a roll-forward of the beginning and ending aggregate unrecognized tax benefits for the periods presented:
| Years ended December 31, | ||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | |||||||||||||||||
| Balance at beginning of period | $ | 15 | $ | — | $ | — | ||||||||||||||
| Increases based on tax positions taken in the prior years | 4 | 15 | — | |||||||||||||||||
| Balance at end of period | $ | 19 | $ | 15 | $ | — |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has unrecognized tax benefits of $23 million and $16 million as of December 31, 2023 and December 31, 2022, respectively, which, if recognized, would impact the effective tax rate. The Company believes that it is reasonably possible that a decrease up to $11 million of unrecognized tax benefits may be recognized within the next twelve months. The Company recognizes interest and penalties related to the unrecognized tax benefits in its provision for income taxes. For the years ended December 31, 2023 and December 31, 2022, the Company accrued interest of $10 million and $5 million, respectively.
The Company has historically recorded deferred tax assets resulting from the step-up in the tax basis of assets, including intangibles, resulting from exchanges of AOG Units for Class A shares by the Former Managing Partners and Contributing Partners. A related liability has also historically been recorded in due to related parties in the consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among the Company, the Former Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 19). The benefit the Company has historically obtained from the difference in the tax asset recognized and the related liability was recorded as an increase to additional paid in capital. The amortization period for the portion of the increase in tax basis related to intangibles is 15 years. The realization of the remaining portion of the increase in tax basis relates to the disposition of the underlying assets to which the step-up is attributed. The associated deferred tax assets reverse at the time of the corresponding asset disposition.
After the Mergers, the Former Managing Partners and Contributing Partners no longer own AOG Units. Therefore, there were no new exchanges subject to the tax receivable agreement during the year ended December 31, 2023 and 2022.
15. Debt
Company debt consisted of the following:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | Maturity Date | Outstanding Balance | Fair Value | Outstanding Balance | Fair Value | ||||||||||||||||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||
| 4.00% 2024 Senior Notes1,2 | May 30, 2024 | $ | 499 | $ | 496 | 4 | $ | 499 | $ | 486 | 4 | ||||||||||||||||||||||||||||||||||||
| 4.40% 2026 Senior Notes1,2 | May 27, 2026 | 498 | 490 | 4 | 498 | 476 | 4 | ||||||||||||||||||||||||||||||||||||||||
| 4.87% 2029 Senior Notes1,2 | February 15, 2029 | 675 | 664 | 4 | 675 | 639 | 4 | ||||||||||||||||||||||||||||||||||||||||
| 2.65% 2030 Senior Notes1,2 | June 5, 2030 | 496 | 432 | 4 | 495 | 407 | 4 | ||||||||||||||||||||||||||||||||||||||||
| 6.38% 2033 Senior Notes1,2 | November 15, 2033 | 492 | 539 | 4 | — | — | |||||||||||||||||||||||||||||||||||||||||
| 5.00% 2048 Senior Notes1,2 | March 15, 2048 | 297 | 275 | 4 | 297 | 262 | 4 | ||||||||||||||||||||||||||||||||||||||||
| 4.95% 2050 Subordinated Notes1,2 | January 14, 2050 | 297 | 283 | 4 | 297 | 252 | 4 | ||||||||||||||||||||||||||||||||||||||||
| 7.63% 2053 Subordinated Notes1,2 | September 15, 2053 | 584 | 652 | 5 | — | — | |||||||||||||||||||||||||||||||||||||||||
| 1.70% Secured Borrowing II | April 15, 2032 | 14 | 14 | 4 | 18 | 17 | 4 | ||||||||||||||||||||||||||||||||||||||||
| 1.30% 2016 AMI Term Facility I | January 15, 2025 | 19 | 19 | 3 | 18 | 18 | 3 | ||||||||||||||||||||||||||||||||||||||||
| 2.00% 2016 AMI Term Facility II | October 18, 2024 | 12 | 12 | 3 | 17 | 17 | 3 | ||||||||||||||||||||||||||||||||||||||||
| 3,883 | 3,876 | 2,814 | 2,574 | ||||||||||||||||||||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||
| 4.13% 2028 Notes1 | January 12, 2028 | 1,066 | 956 | 1,081 | 921 | ||||||||||||||||||||||||||||||||||||||||||
| 6.15% 2030 Notes1 | April 3, 2030 | 593 | 516 | 606 | 508 | ||||||||||||||||||||||||||||||||||||||||||
| 3.50% 2031 Notes1 | January 15, 2031 | 523 | 442 | 526 | 413 | ||||||||||||||||||||||||||||||||||||||||||
| 6.65% 2033 Notes1 | February 1, 2033 | 395 | 427 | 395 | 398 | ||||||||||||||||||||||||||||||||||||||||||
| 5.88% 2034 Notes1 | January 15, 2034 | 583 | 607 | — | — | ||||||||||||||||||||||||||||||||||||||||||
| 3.95% 2051 Notes1 | May 25, 2051 | 545 | 375 | 546 | 342 | ||||||||||||||||||||||||||||||||||||||||||
| 3.45% 2052 Notes1 | May 15, 2052 | 504 | 337 | 504 | 311 | ||||||||||||||||||||||||||||||||||||||||||
| 4,209 | 3,660 | 3,658 | 2,893 | ||||||||||||||||||||||||||||||||||||||||||||
| Total Debt | $ | 8,092 | $ | 7,536 | $ | 6,472 | $ | 5,467 | |||||||||||||||||||||||||||||||||||||||
| 1 Interest rate is calculated as weighted average annualized. | |||||||||||||||||||||||||||||||||||||||||||||||
| 2 Includes amortization of note discount, as applicable, totaling $34 million and $16 million as of December 31, 2023 and December 31, 2022, respectively. Outstanding balance is presented net of unamortized debt issuance costs. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Fair value is based on a discounted cash flow method. These notes are classified as a Level 3 liability within the fair value hierarchy. | |||||||||||||||||||||||||||||||||||||||||||||||
| 4 Fair value is based on broker quotes. These notes are valued using Level 2 inputs based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from external pricing services. | |||||||||||||||||||||||||||||||||||||||||||||||
| 5 Fair value is based on quoted market prices. These notes are classified as a Level 1 liability within the fair value hierarchy. | |||||||||||||||||||||||||||||||||||||||||||||||
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Management - Notes Issued
On August 23, 2023, AGM issued $600 million aggregate principal amount of its 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 (the “2053 Subordinated Notes”). Subject to the Company’s right to defer the payment of interest for up to five years, interest on the 2053 Subordinated Notes is payable on a quarterly basis in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2023. The 2053 Subordinated Notes will bear interest at a fixed rate of 7.625% per year until December 15, 2028 (the “First Call Date”). On and after the First Call Date, on the five-year anniversary of the First Call Date and every five years thereafter, the interest rate on the 2053 Subordinated Notes will be reset to equal the Five-Year U.S. Treasury Rate (as defined in the indenture for the 2053 Subordinated Notes (the “Indenture”)) as of the most recent Reset Interest Determination Date (as defined in the Indenture) plus a spread of 3.226%. The 2053 Subordinated Notes will mature on September 15, 2053. The underwriting discount and related expenses are amortized into interest expense on the consolidated statements of operations over the term of the 2053 Subordinated Notes.
On November 13, 2023, AGM issued $500 million aggregate principal amount of its 6.375% Senior Notes due 2033 (the “2033 Senior Notes”), at an issue price of 99.271% of par. The 2033 Senior Notes will bear interest at a rate of 6.375% per annum and interest is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2024. The 2033 Senior Notes will mature on November 15, 2033. The underwriting discount and related expenses are amortized into interest expense on the consolidated statements of operations over the term of the 2033 Senior Notes.
The indentures governing the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2033 Senior Notes, the 2048 Senior Notes, the 2050 Subordinated Notes and the 2053 Subordinated Notes restrict the ability of AGM, AMH and the guarantors of the notes to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries, or merge, consolidate or sell, transfer or lease assets. The indentures also provide for customary events of default.
Retirement Services - Notes Issued
Athene’s senior unsecured notes are callable by AHL at any time. If called prior to three months before the scheduled maturity date, the price is equal to the greater of (1) 100% of the principal and any accrued and unpaid interest and (2) an amount equal to the sum of the present values of remaining scheduled payments, discounted from the scheduled payment date to the redemption date treasury rate plus a spread as defined in the applicable prospectus supplement and any accrued and unpaid interest.
On December 12, 2023, AHL issued $600 million aggregate principal amount of 5.875% Senior Notes due 2034 (the “2034 Notes”), at an issue price of 98.174% of par. AHL will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on July 15, 2024. The 2034 Notes will mature on January 15, 2034. The underwriting discount and related expenses are amortized into policy and other operating expenses on the consolidated statements of operations over the term of the 2034 Notes.
Credit and Liquidity Facilities
The following table represents the Company’s credit and liquidity facilities as of December 31, 2023:
| Instrument/Facility | Borrowing Date | Maturity Date | Administrative Agent | Key terms | ||||||||||||||||
| Asset Management - 2022 AMH credit facility | N/A | October 12, 2027 | Citibank | The commitment fee on the $1.0 billion undrawn 2022 AMH credit facility as of December 31, 2023 was 0.08%. | ||||||||||||||||
| Retirement Services - AHL credit facility | N/A | June 30, 2028 | Citibank | The borrowing capacity under the AHL credit facility is $1.25 billion, subject to being increased up to $1.75 billion in total. | ||||||||||||||||
| Retirement Services - AHL liquidity facility | N/A | June 28, 2024 | Wells Fargo Bank | The borrowing capacity under the AHL liquidity facility is $2.6 billion, subject to being increased up to $3.1 billion in total. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Management - Credit Facility
On October 12, 2022, AMH, as borrower, entered into a $1.0 billion revolving credit facility with Citibank, N.A., as administrative agent, which matures on October 12, 2027 (“2022 AMH credit facility”). Borrowings under the 2022 AMH credit facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. As of December 31, 2023, AMH, the borrower under the facility, could incur incremental facilities in an aggregate amount not to exceed $250 million plus additional amounts so long as AMH was in compliance with a net leverage ratio not to exceed 4.00 to 1.00.
As of December 31, 2023, there were no amounts outstanding under the 2022 AMH credit facility and the Company was in compliance with all financial covenants under the facility.
Retirement Services - Credit Facility and Liquidity Facility
AHL Credit Facility—On June 30, 2023, AHL, ALRe, AUSA and AARe entered into a new, five-year revolving credit agreement with a syndicate of banks and Citibank, N.A. as administrative agent (“AHL credit facility”), which replaced Athene’s previous revolving credit agreement dated as of December 3, 2019. The previous agreement, and the commitments under it, terminated as of June 30, 2023. The AHL credit facility is unsecured and has a commitment termination date of June 30, 2028, subject to up to two one-year extensions, in accordance with the terms of the AHL credit facility. In connection with the AHL credit facility, AHL and AUSA guaranteed all of the obligations of AHL, ALRe, AARe and AUSA under the AHL credit facility and the related loan documents, and ALRe and AARe guaranteed certain of the obligations of AHL, ALRe, AARe and AUSA under the AHL credit facility and the related loan documents. The borrowing capacity under the AHL credit facility is $1.25 billion, subject to being increased up to $1.75 billion in total on the terms described in the AHL credit facility. The AHL credit facility contains various standard covenants with which Athene must comply, including the following:
-
Consolidated debt-to-capitalization ratio not to exceed 35%;
-
Minimum consolidated net worth of no less than $14.8 billion; and
-
Restrictions on Athene’s ability to incur liens, with certain exceptions.
Interest accrues on outstanding borrowings at either the adjusted term secured overnight financing rate plus a margin or the base rate plus a margin, with the applicable margin varying based on AHL’s debt rating. Rates and terms are as defined in the AHL credit facility. As of December 31, 2023 and 2022, there were no amounts outstanding under the current or previous AHL credit facilities and Athene was in compliance with all financial covenants under the facilities.
AHL Liquidity Facility—On June 30, 2023, AHL and ALRe entered into a new revolving credit agreement with a syndicate of banks and Wells Fargo Bank, National Association, as administrative agent, (“AHL liquidity facility”), which replaced Athene’s previous revolving credit agreement dated as of July 1, 2022. The previous credit agreement, and the commitments under it, expired on June 30, 2023. The AHL liquidity facility is unsecured and has a commitment termination date of June 28, 2024, subject to any extensions of additional 364-day periods with consent of extending lenders and/or “term-out” of outstanding loans (by which, at Athene’s election, the outstanding loans may be converted to term loans which shall have a maturity of up to one year after the original maturity date), in each case in accordance with the terms of the AHL liquidity facility. In connection with the AHL liquidity facility, ALRe guaranteed all of the obligations of AHL under the AHL liquidity facility and the related loan documents. The AHL liquidity facility will be used for liquidity and working capital needs to meet short-term cash flow and investment timing differences. The borrowing capacity under the AHL liquidity facility is $2.6 billion, subject to being increased up to $3.1 billion in total on the terms described in the AHL liquidity facility. The AHL liquidity facility contains various standard covenants with which Athene must comply, including the following:
-
ALRe minimum consolidated net worth of no less than $8.8 billion; and
-
Restrictions on Athene’s ability to incur liens, with certain exceptions.
Interest accrues on outstanding borrowings at the adjusted term secured overnight financing rate plus a margin or the base rate plus a margin, with applicable margin varying based on ALRe’s financial strength rating. Rates and terms are as defined in the AHL liquidity facility. As of December 31, 2023 and 2022, there were no amounts outstanding under the current or previous AHL liquidity facilities and Athene was in compliance with all financial covenants under the facilities.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interest Expense
The following table presents the interest expense incurred related to the Company’s debt:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Asset Management | $ | 145 | $ | 124 | $ | 138 | |||||||||||||||||||||||
| Retirement Services1 | 123 | 98 | — | ||||||||||||||||||||||||||
| Total Interest Expense | $ | 268 | $ | 222 | $ | 138 | |||||||||||||||||||||||
| Note: Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable. | |||||||||||||||||||||||||||||
| 1 Interest expense for Retirement Services is included in policy and other operating expenses on the consolidated statements of operations. |
Contractual Maturities
The table below presents the contractual maturities for the Company's debt arrangements as of December 31, 2023:
| (In millions) | 2024 | 2025 - 2026 | 2027 - 2028 | 2029 and Thereafter | Total | ||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Debt obligations | $ | 512 | $ | 519 | $ | — | $ | 2,889 | $ | 3,920 | |||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Debt obligations | — | — | 1,000 | 3,000 | 4,000 | ||||||||||||||||||||||||
| Total Obligations as of December 31, 2023 | $ | 512 | $ | 519 | $ | 1,000 | $ | 5,889 | $ | 7,920 |
16. Equity-Based Compensation
Under the Equity Plan, the Company grants equity-based awards to employees of AAM and AHL. Equity-based awards granted to employees and non-employees as compensation are measured based on the grant date fair value of the award, which considers the public share price of AGM’s common stock subject to certain discounts, as applicable.
The Company grants both service-based and performance-based awards. The estimated total grant date fair value for service-based awards is charged to compensation expense on a straight-line basis over the vesting period, which is generally one to six years from the date of grant. Certain service-based awards are tied to profit sharing arrangements in which a portion of the performance fees distributed to the general partner are required to be used by employees to purchase restricted shares of common stock or is delivered in the form of RSUs, which are granted under the Company’s Equity Plan. Performance-based awards vest subject to continued employment and the Company’s achievement of specified performance goals. In accordance with U.S. GAAP, equity-based compensation expense for performance grants are typically recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately.
For the years ended December 31, 2023, 2022 and 2021, the Company recorded equity-based compensation expense of $1.0 billion, $540 million and $1.2 billion respectively. Included in the December 31, 2023 equity-based compensation expense is $457 million related to special fully-vested grants, which are subject to deferred delivery and restrictive covenants (including non-competition and non-solicitation requirements). These awards were expensed immediately as they do not require future service. As of December 31, 2023, there was $668 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 2.4 years.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the weighted average discounts for plan grants, bonus grants and performance grants:
| Years ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Plan grants: | |||||||||||||||||
| Discount for the lack of distributions until vested1 | — | % | 0.2 | % | — | % | |||||||||||
| Marketability discount for transfer restrictions2 | 15.4 | % | 10.0 | % | 12.7 | % | |||||||||||
| Bonus grants: | |||||||||||||||||
| Marketability discount for transfer restrictions2 | 4.0 | % | 3.5 | % | 3.5 | % | |||||||||||
| Performance grants: | |||||||||||||||||
| Discount for the lack of distributions until vested1 | 0.2 | % | 1.3 | % | 7.3 | % | |||||||||||
| Marketability discount for transfer restrictions2 | 9.7 | % | 7.6 | % | 5.6 | % | |||||||||||
| 1 Based on the present value of a growing annuity calculation. | |||||||||||||||||
| 2 Based on the Finnerty Model calculation. |
Service-Based Awards
During the years ended December 31, 2023, 2022 and 2021, the Company awarded 5.0 million, 5.1 million and 2.5 million of service-based RSUs, respectively, with a grant date fair value of $339 million, $310 million and $130 million, respectively.
During the years ended December 31, 2023, 2022 and 2021, the Company recorded equity-based compensation expense on service-based RSUs of $313 million, $245 million and $93 million, respectively.
Performance-Based Awards
During the years ended December 31, 2023, 2022 and 2021, the Company awarded 1.5 million, 3.9 million and 2.9 million of performance-based RSUs, respectively, with a grant date fair value of $97 million, $228 million and $150 million, respectively, which primarily vest subject to continued employment and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense.
During the years ended December 31, 2023, 2022 and 2021, the Company recorded equity-based compensation expense on performance-based awards of $175 million, $205 million and $104 million, respectively.
During the years ended December 31, 2023 and 2022, the Company issued equity awards where the number of shares to be issued is variable based on the achievement of specified performance targets. Compensation expense is recognized over the performance period based upon the probable outcome of the performance condition and the performance-based compensation is classified as a liability, and therefore, the fair value of these awards is remeasured each reporting period. Given the number of shares to be issued in settlement of these awards is not yet known, the tables below exclude the impact of these awards.
In December 2021, the Company awarded one-time grants to the Co-Presidents of AAM of 6.0 million RSUs which vest on a cliff basis subject to continued employment over five years, with 2.0 million of those RSUs also subject to the Company’s achievement of certain fee related earnings and spread related earnings per share metrics. During the year ended December 31, 2023, the Company recorded equity-based compensation expense of $80 million for these one-time grants of which $56 million is related to service-based awards and $24 million is related to performance-based awards.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes all RSU activity for the current period:
| Unvested | Weighted Average Grant Date Fair Value | Vested | Total Number of RSUs Outstanding | |||||||||||||||||||||||
| Balance at January 1, 2023 | 18,263,875 | $ | 57.18 | 15,656,775 | 33,920,650 | |||||||||||||||||||||
| Granted | 6,434,071 | 66.88 | 6,943,065 | 13,377,136 | ||||||||||||||||||||||
| Forfeited | (402,445) | 63.83 | (25,880) | (428,325) | ||||||||||||||||||||||
| Vested | (7,602,598) | 56.42 | 7,602,598 | — | ||||||||||||||||||||||
| Issued | — | — | (8,109,506) | (8,109,506) | ||||||||||||||||||||||
| Balance at December 31, 2023 | 16,692,903 | $ | 62.92 | 22,067,052 | 38,759,955 |
Restricted Stock Awards
During the years ended December 31, 2023, 2022 and 2021, the Company awarded 0.6 million, 0.5 million and 1.2 million restricted stock awards, respectively, from profit sharing arrangements with a grant date fair value of $41 million, $36 million and $152 million, respectively.
During the years ended December 31, 2023, 2022 and 2021, the Company recorded equity-based compensation expense related to restricted stock awards from profit sharing arrangements of $46 million, $56 million and $30 million, respectively. As of December 31, 2023, there was $46 million of total unrecognized equity-based compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted-average term of 1.7 years.
The following table summarizes the restricted stock award activity:
| Unvested | Weighted Average Grant Date Fair Value | Vested | Total Shares of Restricted Stock Outstanding | |||||||||||||||||||||||
| Balance at January 1, 2023 | 1,158,710 | $ | 65.96 | 474,922 | 1,633,632 | |||||||||||||||||||||
| Granted | 551,333 | 73.74 | — | 551,333 | ||||||||||||||||||||||
| Forfeited | (10,880) | 70.19 | — | (10,880) | ||||||||||||||||||||||
| Vested | (690,665) | 66.89 | 690,665 | — | ||||||||||||||||||||||
| Issued 1 | — | 66.89 | (690,665) | (690,665) | ||||||||||||||||||||||
| Balance at December 31, 2023 | 1,008,498 | $ | 66.34 | 474,922 | 1,483,420 | |||||||||||||||||||||
| 1 Refers to issued shares that became freely transferable in 2023. |
17. Equity
Common Stock
Holders of common stock are entitled to participate in dividends from the Company on a pro rata basis.
During the year ended December 31, 2023, 2022 and 2021 the Company issued shares of common stock in settlement of vested RSUs. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of shares of common stock issued to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of shares of common stock issued to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment.
On January 3, 2022, the Company announced a share repurchase program, pursuant to which, the Company was authorized to repurchase (i) up to an aggregate of $1.5 billion of shares of its common stock in order to opportunistically reduce its share count and (ii) up to an aggregate of $1.0 billion of shares of its common stock in order to offset the dilutive impact of share issuances under its equity incentive plans. On February 21, 2023, the AGM board of directors approved a reallocation of the Company’s share repurchase program, pursuant to which, the Company was authorized to repurchase (i) up to an aggregate of $1.0 billion of shares of its common stock in order to opportunistically reduce its share count, a decrease of $0.5 billion of shares from the previously authorized amount and (ii) up to an aggregate of $1.5 billion of shares of its common stock in order
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
to offset the dilutive impact of share issuances under its equity incentive plans, an increase of $0.5 billion of shares from the previously authorized amount.
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. Shares of common stock may be repurchased 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 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 and may be suspended, extended, modified or discontinued at any time.
The table below outlines the share activity for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Shares of common stock issued in settlement of vested RSUs and options exercised1 | 8,643,520 | 6,663,694 | 5,399,054 | ||||||||||||||
| Shares issued to Apollo Opportunity Foundation2 | — | 1,724,137 | — | ||||||||||||||
| Reduction of shares of common stock issued3 | (3,185,680) | (2,896,130) | (2,368,832) | ||||||||||||||
| Shares of common stock purchased related to share issuances and forfeitures4 | (162,123) | (219,960) | (275,655) | ||||||||||||||
| Issuance of shares of common stock for equity-based awards | 5,295,717 | 5,271,741 | 2,754,567 | ||||||||||||||
| 1 The gross value of shares issued was $626 million, $420 million and $316 million for the years ended December 31, 2023, 2022 and 2021 respectively, based on the closing price of the shares of common stock at the time of issuance. | |||||||||||||||||
| 2 Shares issued to Apollo Opportunity Foundation in connection with an irrevocable pledge to contribute 1.7 million shares of common stock. The gross value of shares issued for the year ended December 31, 2022 totaled $103 million. | |||||||||||||||||
| 3 Cash paid for tax liabilities associated with net share settlement was $259 million, $185 million and $141 million for the years ended December 31, 2023 and 2022, respectively. | |||||||||||||||||
| 4 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 years ended December 31, 2023, 2022 and 2021 Apollo issued 551,333, 546,766 and 1,188,207 of such restricted shares and 162,123, 219,960 and 275,655 of such RSUs under the Equity Plan, respectively, and repurchased 713,456, 766,726 and 1,463,862 shares of common stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 10,880, 12,883 and 0 restricted shares forfeited during the years ended December 31, 2023, 2022 and 2021. | |||||||||||||||||
During the years ended December 31, 2023, 2022 and 2021, 7,469,544, 9,974,909 and 3,370,851 shares of common stock, respectively, were repurchased in open market transactions as part of the publicly announced share repurchase program discussed above, and such shares were subsequently canceled by the Company. The Company paid $508 million, $588 million and $208 million for these open market share repurchases during the years ended December 31, 2023, 2022 and 2021 respectively.
Mandatory Convertible Preferred Stock
On August 11, 2023, the Company issued 28,750,000 shares, or $1.4 billion aggregate liquidation preference, of its 6.75% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”).
Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the AGM board of directors, or an authorized committee thereof, at an annual rate of 6.75% on the liquidation preference of $50.00 per share, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. If declared, dividends on the Mandatory Convertible Preferred Stock will be payable quarterly on January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2023, and ending on, and including, July 31, 2026. The first dividend payment on October 31, 2023 was $0.7500 per share of Mandatory Convertible Preferred Stock, with subsequent quarterly cash dividends expected to be $0.8438 per share of Mandatory Convertible Preferred Stock.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unless converted earlier in accordance with its terms, each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be July 31, 2026, into between 0.5052 shares and 0.6062 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Mandatory Convertible Preferred Stock (the “Certificate of Designations”). The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to July 31, 2026.
Holders of shares of Mandatory Convertible Preferred Stock have the option to convert all or any portion of their shares of Mandatory Convertible Preferred Stock at any time. The conversion rate applicable to any early conversion may in certain circumstances be increased to compensate holders of the Mandatory Convertible Preferred Stock for certain unpaid accumulated dividends as described in the Certificate of Designations.
If a Fundamental Change, as defined in the Certificate of Designations, occurs on or prior to July 31, 2026, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their Mandatory Convertible Preferred Stock at the Fundamental Change Conversion Rate for a specified period of time and to also receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.
The Mandatory Convertible Preferred Stock is not subject to redemption at the Company’s option.
There are 28,750,000 shares of Mandatory Convertible Preferred Stock issued and outstanding as of December 31, 2023.
Redemption of Subsidiary Preferred Stock
On September 22, 2023, the Company redeemed (i) all outstanding shares of AAM’s Series A Preferred Stock, par value $0.00001 per share, with a liquidation preference of $25.00 per share (the “AAM Series A Preferred Stock”) and (ii) all outstanding shares of the AAM’s Series B Preferred Stock, par value $0.00001 per share, with a liquidation preference of $25.00 per share (the “AAM Series B Preferred Stock, together with the AAM Series A Preferred Stock, referred to herein as the “AAM Preferred Stock”), at a redemption price equal to $25.00 per share, in accordance with AAM’s Second Amended and Restated Certificate of Incorporation (collectively, the “AAM Preferred Stock Redemption”), for a total redemption value of $575 million. In connection with the AAM Preferred Stock Redemption, the listing of AAM Preferred Stock on the NYSE was removed and the registration of the AAM Preferred Stock under the Exchange Act was terminated, which resulted in the discontinuation of AAM’s reporting obligations under the Exchange Act.
Warrants
In 2022, the Company issued warrants to an institutional investor in a private placement exercisable for up to 12.5 million shares of common stock at an exercise price of $82.80 per share. As of December 31, 2023, 5.1 million warrants were vested and exercisable. An additional 2.5 million warrants become exercisable in the first quarter of 2024, 2025, and 2026, respectively. Each warrant, to the extent exercised, will be settled on a “cashless net exercise basis.” The warrants will expire in 2027 with any vested but unexercised warrants being automatically exercised at such time if the trading price of common stock is above the exercise price.
Dividends and Distributions
Outlined below is information regarding quarterly dividends and distributions (in millions, except per share data). Certain subsidiaries of the Company may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Dividend Declaration Date | Dividend per Share of Common Stock | Payment Date | Dividend to Common Stockholders | Distribution to Non-Controlling Interest Holders in the Apollo Operating Group | Total Distributions | Distribution Equivalents on Participating Securities | ||||||||||||||||||||||||||||||||
| February 3, 2021 | $ | 0.60 | February 26, 2021 | $ | 139 | $ | 121 | $ | 260 | $ | 5 | |||||||||||||||||||||||||||
| N/A | — | April 14, 2021 | — | 42 | 42 | — | ||||||||||||||||||||||||||||||||
| May 4, 2021 | 0.50 | May 28, 2021 | 116 | 101 | 217 | 4 | ||||||||||||||||||||||||||||||||
| N/A | — | June 15, 2021 | — | 20 | 20 | — | ||||||||||||||||||||||||||||||||
| August 4, 2021 | 0.50 | August 31, 2021 | 122 | 94 | 216 | 4 | ||||||||||||||||||||||||||||||||
| N/A | — | September 15, 2021 | — | 24 | 24 | — | ||||||||||||||||||||||||||||||||
| November 2, 2021 | 0.50 | November 30, 2021 | 124 | 93 | 217 | 4 | ||||||||||||||||||||||||||||||||
| N/A | — | December 15, 2021 | — | 23 | 23 | — | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2021 | $ | 2.10 | $ | 501 | $ | 518 | $ | 1,019 | $ | 17 | ||||||||||||||||||||||||||||
| February 11, 2022 | $ | 0.40 | February 28, 2022 | $ | 229 | $ | — | $ | 229 | $ | 12 | |||||||||||||||||||||||||||
| May 5, 2022 | 0.40 | May 31, 2022 | 229 | — | 229 | 12 | ||||||||||||||||||||||||||||||||
| August 4, 2022 | 0.40 | August 31, 2022 | 229 | — | 229 | 11 | ||||||||||||||||||||||||||||||||
| November 2, 2022 | 0.40 | November 30, 2022 | 229 | — | 229 | 11 | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2022 | $ | 1.60 | $ | 916 | $ | — | $ | 916 | $ | 46 | ||||||||||||||||||||||||||||
| February 9, 2023 | $ | 0.40 | February 28, 2023 | $ | 229 | $ | — | $ | 229 | $ | 12 | |||||||||||||||||||||||||||
| May 9, 2023 | 0.43 | May 31, 2023 | 244 | — | 244 | 12 | ||||||||||||||||||||||||||||||||
| August 3, 2023 | $ | 0.43 | August 31, 2023 | 244 | — | 244 | 12 | |||||||||||||||||||||||||||||||
| November 1, 2023 | $ | 0.43 | November 30, 2023 | 244 | — | 244 | 15 | |||||||||||||||||||||||||||||||
| Year Ended December 31, 2023 | $ | 1.69 | $ | 961 | $ | — | $ | 961 | $ | 51 |
Accumulated Other Comprehensive Income (Loss)
| (In millions) | Unrealized investment gains (losses) on AFS securities without a credit allowance | Unrealized investment gains (losses) on AFS securities with a credit allowance | Unrealized gains (losses) on hedging instruments | Remeasurement gains (losses) on future policy benefits related to discount rate | Remeasurement gains (losses) on market risk benefits related to credit risk | Foreign currency translation and other adjustments | Accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | (12,568) | $ | (334) | $ | 48 | $ | 5,256 | $ | 285 | $ | (22) | $ | (7,335) | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 5,067 | 51 | (117) | (2,236) | (374) | 65 | 2,456 | ||||||||||||||||||||||||||||||||||||||||
| Less: Reclassification adjustments for gains (losses) realized1 | (163) | (3) | 82 | — | — | — | (84) | ||||||||||||||||||||||||||||||||||||||||
| Less: Income tax expense (benefit) | 588 | 6 | (51) | 38 | (78) | 10 | 513 | ||||||||||||||||||||||||||||||||||||||||
| Less: Other comprehensive income (loss) attributable to non-controlling interests, net of subsidiary issuance of equity interest and tax | 749 | 3 | (19) | (476) | (14) | 24 | 267 | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | (8,675) | $ | (289) | $ | (81) | $ | 3,458 | $ | 3 | $ | 9 | $ | (5,575) | |||||||||||||||||||||||||||||||||
| 1 Recognized in investment related gains (losses) on the consolidated statements of operations. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (In millions) | Unrealized investment gains (losses) on AFS securities without a credit allowance | Unrealized investment gains (losses) on AFS securities with a credit allowance | Unrealized gains (losses) on hedging instruments | Remeasurement gains (losses) on future policy benefits related to discount rate | Remeasurement gains (losses) on market risk benefits related to credit risk | Foreign currency translation and other adjustments | Accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | (1) | $ | — | $ | (1) | $ | — | $ | — | $ | (3) | $ | (5) | |||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (17,931) | (463) | 71 | 8,425 | 366 | (58) | (9,590) | ||||||||||||||||||||||||||||||||||
| Less: Reclassification adjustments for gains (losses) realized1 | (218) | (18) | 67 | — | — | — | (169) | ||||||||||||||||||||||||||||||||||
| Less: Income tax expense (benefit) | (3,154) | (86) | 12 | 1,223 | 77 | (5) | (1,933) | ||||||||||||||||||||||||||||||||||
| Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | (1,992) | (25) | (57) | 1,946 | 4 | (34) | (158) | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | (12,568) | $ | (334) | $ | 48 | $ | 5,256 | $ | 285 | $ | (22) | $ | (7,335) | |||||||||||||||||||||||||||
| 1 Recognized in investment related gains (losses) on the consolidated statements of operations. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. Earnings per Share
The following presents basic and diluted net income (loss) per share of common stock computed using the two-class method:
| Basic and Diluted | |||||||||||||||||||||||||||||
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions, except share and per share amounts) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 5,001 | $ | (1,961) | $ | 1,802 | |||||||||||||||||||||||
| Dividends declared on common stock1 | (961) | (916) | (501) | ||||||||||||||||||||||||||
| Dividends on participating securities2 | (51) | (46) | (17) | ||||||||||||||||||||||||||
| Earnings allocable to participating securities3 | (115) | — | (55) | ||||||||||||||||||||||||||
| Undistributed income (loss) attributable to common stockholders: Basic | 3,874 | (2,923) | 1,229 | ||||||||||||||||||||||||||
| Dilution effect on distributable income attributable to Mandatory Convertible Preferred Stock | 46 | — | — | ||||||||||||||||||||||||||
| Dilution effect on distributable income attributable to contingent shares | (5) | — | — | ||||||||||||||||||||||||||
| Undistributed income (loss) attributable to common stockholders: Diluted | $ | 3,915 | $ | (2,923) | $ | 1,229 | |||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||
| Weighted average number of shares of common stock outstanding: Basic | 581,380,268 | 584,691,775 | 236,567,691 | ||||||||||||||||||||||||||
| Dilution effect of Mandatory Convertible Preferred Stock | 6,440,346 | — | — | ||||||||||||||||||||||||||
| Dilution effect of options | 994,172 | — | — | ||||||||||||||||||||||||||
| Dilution effect of contingent shares | 31,661 | — | — | ||||||||||||||||||||||||||
| Weighted average number of shares of common stock outstanding: Diluted | 588,846,447 | 584,691,775 | 236,567,691 | ||||||||||||||||||||||||||
| Net income (loss) per share of common stock: Basic4 | |||||||||||||||||||||||||||||
| Distributed income | $ | 1.69 | $ | 1.60 | $ | 2.10 | |||||||||||||||||||||||
| Undistributed income (loss) | 6.63 | (5.03) | 5.22 | ||||||||||||||||||||||||||
| Net income (loss) per share of common stock: Basic | $ | 8.32 | $ | (3.43) | $ | 7.32 | |||||||||||||||||||||||
| Net Income (loss) per share of common stock: Diluted | |||||||||||||||||||||||||||||
| Distributed income | $ | 1.69 | $ | 1.60 | $ | 2.10 | |||||||||||||||||||||||
| Undistributed income (loss) | 6.59 | (5.03) | 5.22 | ||||||||||||||||||||||||||
| Net Income (loss) per share of common stock: Diluted | $ | 8.28 | $ | (3.43) | $ | 7.32 | |||||||||||||||||||||||
| 1 See note 17 for information regarding quarterly dividends. | |||||||||||||||||||||||||||||
| 2 Participating securities consist of vested and unvested RSUs that have rights to dividends and unvested restricted shares. | |||||||||||||||||||||||||||||
| 3 No allocation of undistributed losses was made to the participating securities in 2022 as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders. | |||||||||||||||||||||||||||||
| 4 For the years ended December 31, 2022 and 2021, all of the classes of securities were determined to be anti-dilutive. | |||||||||||||||||||||||||||||
The Company has granted RSUs that provide the right to receive, subject to vesting during continued employment, shares of common stock pursuant to the Equity Plan.
Any dividend equivalent paid to an employee on RSUs will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable dividend equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. The RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses; therefore, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.
Prior to December 31, 2021, AAM had one Class B share outstanding, which was held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the Class B share was reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, subject to the terms of AAM’s certificate of incorporation. The Class B share had no net income (loss) per share as it did not participate in Apollo’s earnings (losses) or dividends. The Class B share had no dividend rights and only a de minimis liquidation right. The Class B share represented 0.0% of the total voting power of the Class A shares and Class B share with respect to the limited matters upon which they were entitled to vote together as a single class pursuant to AAM’s
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
governing documents as of December 31, 2021. On December 31, 2021, the Class B share was exchanged for 10 Class A shares, which were subsequently exchanged into 10 shares of AGM common stock in the Mergers on January 1, 2022.
The following table summarizes the anti-dilutive securities:
| Years ended December 31, | |||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||
| Weighted average vested RSUs | — | — | 1,725,294 | ||||||||||||||||||||||||||
| Weighted average unvested RSUs | 15,316,350 | 13,664,334 | 7,783,549 | ||||||||||||||||||||||||||
| Weighted average unexercised options | — | 2,422,343 | — | ||||||||||||||||||||||||||
| Weighted average unexercised warrants | 4,761,918 | 2,279,452 | — | ||||||||||||||||||||||||||
| Weighted average AOG Units outstanding | — | — | 166,601,194 | ||||||||||||||||||||||||||
| Weighted average unvested restricted shares | 1,688,421 | 2,114,622 | 927,991 | ||||||||||||||||||||||||||
| Weighted average contingent shares outstanding | — | 190,468 | — |
19. Related Parties
Asset Management
Due from/ to related parties
Due from/ to related parties includes:
-
unpaid management fees, transaction and advisory fees and reimbursable expenses from the funds Apollo manages and their portfolio companies;
-
reimbursable payments for certain operating costs incurred by these funds as well as their related parties; and
-
other related party amounts arising from transactions, including loans to employees and periodic sales of ownership interests in funds managed by Apollo.
Due from related parties and Due to related parties consisted of the following as of December 31, 2023 and December 31, 2022:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Due from Related Parties: | |||||||||||
| Due from funds1 | $ | 299 | $ | 269 | |||||||
| Due from portfolio companies | 40 | 106 | |||||||||
| Due from employees and former employees | 110 | 90 | |||||||||
| Total Due from Related Parties | $ | 449 | $ | 465 | |||||||
| Due to Related Parties: | |||||||||||
| Due to Former Managing Partners and Contributing Partners2 | $ | 661 | $ | 874 | |||||||
| Due to funds | 209 | 124 | |||||||||
| Total Due to Related Parties | $ | 870 | $ | 998 | |||||||
| 1 Includes $37 million and $43 million as of December 31, 2023 and December 31, 2022, respectively, related to a receivable from a fund in connection with the Company’s sale of a platform investment to such fund. The amount is payable to the Company over five years and is held at fair value. | |||||||||||
| 2 Includes $175 million and $351 million as of December 31, 2023 and December 31, 2022, respectively, related to the AOG Unit Payment, payable in equal quarterly installments through December 31, 2024. | |||||||||||
Tax Receivable Agreement
Prior to the consummation of the Mergers, each of the Former Managing Partners and Contributing Partners had the right to exchange vested AOG Units for Class A shares, subject to certain restrictions. All Apollo Operating Group entities have made, or will make, an election under Section 754 of the U.S. Internal Revenue Code (“IRC”), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group entities at the time an exchange was made. The election results in an increase to the tax basis of underlying assets which will reduce the amount of gain and associated tax that AGM and its subsidiaries will otherwise be required to pay in the future.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The tax receivable agreement (“TRA”) provides for payment to the Former Managing Partners and Contributing Partners of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income taxes the Company realizes as a result of the increases in tax basis of assets resulting from transactions and other exchanges of AOG Units for Class A shares that have occurred in prior years. AGM and its subsidiaries retain the benefit from the remaining 15% of actual cash tax savings. If the Company does not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date.
Following the closing of the Mergers, as the Former Managing Partners and Contributing Partners no longer own AOG Units, there were no new exchanges subject to the TRA.
AOG Unit Payment
On December 31, 2021, holders of AOG Units (other than Athene and the Company) sold and transferred a portion of such AOG Units to a wholly-owned consolidated subsidiary of the Company, in exchange for an amount equal to $3.66 multiplied by the total number of AOG Units held by such holders immediately prior to such transaction. The remainder of the AOG Units held by such holders were exchanged for shares of AGM common stock concurrently with the consummation of the Mergers on January 1, 2022.
As of December 31, 2023, the outstanding payable amount due to Former Managing Partners and Contributing Partners was $175 million, which is payable in equal quarterly installments through December 31, 2024.
Due from Employees and Former Employees
As of December 31, 2023 and December 31, 2022, due from related parties includes various amounts due to Apollo, including employee loans and return of profit-sharing distributions. As of December 31, 2023 and December 31, 2022, the balance includes interest-bearing employee loans receivable of $3 million and $9 million, respectively. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation.
The receivable from certain employees and former employees includes an amount for the potential return of profit-sharing distributions that would be due if certain funds were liquidated of $99 million and $72 million at December 31, 2023 and December 31, 2022, respectively.
Indemnity
Certain of the performance revenues Apollo earns from funds may be subject to repayment by its subsidiaries that are general partners of the funds in the event that certain specified return thresholds are not ultimately achieved. The Former Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions. Apollo has agreed to indemnify each of the Former Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that it manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Former Managing Partners and Contributing Partners contributed or sold to the Apollo Operating Group.
Apollo recorded an indemnification liability of $0.3 million and $13 million as of December 31, 2023 and December 31, 2022, respectively.
Due to Related Parties
Based upon an assumed liquidation of certain of the funds Apollo manages, it has recorded a general partner obligation to return previously distributed performance allocations, which represents amounts due to certain funds. The obligation is recognized based upon an assumed liquidation of a fund’s net assets as of the reporting date. The actual determination and any required payment would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective governing document of the fund.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Apollo recorded general partner obligations to return previously distributed performance allocations related to certain funds of $174 million and $107 million as of December 31, 2023 and December 31, 2022, respectively.
Athora
Apollo, through ISGI, provides investment advisory services to certain portfolio companies of funds managed by Apollo and Athora, a strategic liabilities platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). AAM and its subsidiaries had equity commitments outstanding to Athora of up to $353 million as of December 31, 2023, subject to certain conditions.
Athora Sub-Advised
Apollo provides sub-advisory services with respect to a portion of the assets in certain portfolio companies of funds managed by Apollo and the Athora Accounts. Apollo broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts which Apollo explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages.
Apollo earns a base management fee on the aggregate market value of substantially all of the investment accounts of or relating to Athora and also a sub-advisory fee on the Athora Sub-Advised assets, which varies depending on the specific asset class.
See “—Athora” in the Retirement Services section below for further details on Athene’s relationship with Athora.
Regulated Entities and Affiliated Service Providers
Apollo Global Securities, LLC (“AGS”) is a registered broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these requirements as of December 31, 2023. From time to time AGS, as well as other Apollo affiliates, provide services to related parties of Apollo, including Apollo funds and their portfolio companies, whereby the Company or its affiliates earn fees for providing such services.
Griffin Capital Securities, LLC (“GCS”) is a registered broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. GCS was in compliance with these requirements as of December 31, 2023.
MidCap Financial
During the second quarter of 2023, the Company modified a performance allocation arrangement with MidCap Financial which included a reversal of unrealized performance allocations of $124 million. This resulted in a modification to the calculation of performance allocations beginning in June 2023 to be based solely on net income.
Investment in SPACs
In October 2020, APSG I, a SPAC sponsored by Apollo, completed an IPO, ultimately raising total gross proceeds of $817 million. APSG Sponsor, L.P., a subsidiary of Apollo, held Class B ordinary shares of APSG I, and consolidated it as a VIE. In May 2022, APSG I completed a business combination with American Express Global Business Travel. As a result of the business combination, Apollo no longer consolidates APSG I as a VIE. The deconsolidation resulted in an unrealized gain of $162 million, which includes $82 million of unrealized gains related to previously held Class B ordinary shares, which converted to Class A ordinary shares of the newly merged entity, presented in net gains from investment activities within Other income (loss) - Asset Management in the consolidated statements of operations for the year ended December 31, 2022. Apollo continues to hold a non-controlling interest in the merged entity at fair value, elected under the fair value option, which is primarily presented within Investments (Asset Management) in the consolidated statements of financial condition.
On February 12, 2021, APSG II, a SPAC sponsored by Apollo, completed an IPO, raising total gross proceeds of $690 million. APSG Sponsor II, L.P., a subsidiary of Apollo, held Class B ordinary shares of APSG II, and consolidated APSG II as a VIE. In May 2023, APSG II amended its articles of association to extend the completion window for an initial business combination until February 12, 2024. Also in May 2023, shareholders holding an aggregate of 51,089,882 of APSG II’s Class A ordinary
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
shares exercised their right to redeem their shares. The remaining 17,910,118 Class A ordinary shares were liquidated in November 2023. As a result, in the fourth quarter of 2023, the Company recognized a loss of $31 million.
On July 13, 2021, Acropolis Infrastructure Acquisition Corp. (“Acropolis”), a SPAC sponsored by Apollo, completed an IPO, ultimately raising total gross proceeds of $345 million. Acropolis Infrastructure Acquisition Sponsor, L.P., a subsidiary of Apollo, held Class B common stock of Acropolis, and consolidated Acropolis as a VIE. In June 2023, Acropolis amended its certificate of incorporation to extend the completion window for an initial business combination until July 13, 2024. Also in June 2023, shareholders holding an aggregate of 26,499,201 shares of Acropolis’ Class A common stock exercised their right to redeem their shares. The remaining 8,000,799 shares of Class A common stock were liquidated in December 2023. As a result, in the fourth quarter of 2023, the Company recognized a loss of $9 million.
The tables below present the financial information of these SPACs in the aggregate:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Restricted cash and cash equivalents | $ | — | $ | 1,046 | |||||||||||||||||||
| Other assets | — | 2 | |||||||||||||||||||||
| Total Assets | $ | — | $ | 1,048 | |||||||||||||||||||
| Liabilities, Redeemable non-controlling interests and Stockholders’ Equity | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | — | $ | 3 | |||||||||||||||||||
| Due to related parties | — | 8 | |||||||||||||||||||||
| Other liabilities | — | 43 | |||||||||||||||||||||
| Total Liabilities | — | 54 | |||||||||||||||||||||
| Redeemable non-controlling interests: | |||||||||||||||||||||||
| Redeemable non-controlling interests | — | 1,017 | |||||||||||||||||||||
| Stockholders’ Equity (Deficit): | |||||||||||||||||||||||
| Additional paid in capital | — | (72) | |||||||||||||||||||||
| Retained earnings | — | 49 | |||||||||||||||||||||
| Total Stockholders’ Equity (Deficit) | — | (23) | |||||||||||||||||||||
| Total Liabilities, Redeemable non-controlling interests and Stockholders’ Equity | $ | — | $ | 1,048 |
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||
| General, administrative and other | $ | 3 | $ | 8 | $ | 19 | |||||||||||||||||||||||
| Total Expenses | 3 | 8 | 19 | ||||||||||||||||||||||||||
| Other Income (Loss): | |||||||||||||||||||||||||||||
| Net gains (losses) from investment activities | (15) | 20 | 3 | ||||||||||||||||||||||||||
| Interest income | 27 | 13 | 1 | ||||||||||||||||||||||||||
| Other income (loss), net | — | — | (1) | ||||||||||||||||||||||||||
| Total Other Income (Loss) | 12 | 33 | 3 | ||||||||||||||||||||||||||
| Income (loss) before income tax provision | 9 | 25 | (16) | ||||||||||||||||||||||||||
| Income tax provision | (2) | (1) | — | ||||||||||||||||||||||||||
| Net Income (Loss) | 7 | 24 | (16) | ||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | (41) | — | — | ||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Apollo Global Management, Inc. | (34) | 24 | (16) |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Retirement Services
AAA
Athene consolidates AAA as a VIE. Apollo established AAA for the purpose of providing a single vehicle through which Athene and third-party investors can participate in a portfolio of alternative investments, which include those managed by Apollo. Additionally, the Company believes AAA enhances its ability to increase alternative assets under management by raising capital from third parties, which will allow Athene to achieve greater scale and diversification for alternatives. Third-party investors began to invest in AAA on July 1, 2022. During the year ended December 31, 2022, Athene contributed $8.0 billion of certain of its alternative investments to AAA in exchange for limited partnership interests in AAA.
Athora
Athene has a cooperation agreement with Athora, pursuant to which, among other things, (1) for a period of 30 days from the receipt of notice of a cession, Athene has the right of first refusal to reinsure (i) up to 50% of the liabilities ceded from Athora’s reinsurance subsidiaries to Athora Life Re Ltd. and (ii) up to 20% of the liabilities ceded from a third party to any of Athora’s insurance subsidiaries, subject to a limitation in the aggregate of 20% of Athora’s liabilities, (2) Athora agreed to cause its insurance subsidiaries to consider the purchase of certain funding agreements and/or other spread instruments issued by Athene’s insurance subsidiaries, subject to a limitation that the fair market value of such funding agreements purchased by any of Athora’s insurance subsidiaries may generally not exceed 3% of the fair market value of such subsidiary’s total assets, (3) Athene provides Athora with a right of first refusal to pursue acquisition and reinsurance transactions in Europe (other than the U.K.) and (4) Athora provides Athene and its subsidiaries with a right of first refusal to pursue acquisition and reinsurance transactions in North America and the U.K. Notwithstanding the foregoing, pursuant to the cooperation agreement, Athora is only required to use its reasonable best efforts to cause its subsidiaries to adhere to the provisions set forth in the cooperation agreement and therefore Athora’s ability to cause its subsidiaries to act pursuant to the cooperation agreement may be limited by, among other things, legal prohibitions or the inability to obtain the approval of the board of directors or other applicable governing body of the applicable subsidiary, which approval is solely at the discretion of such governing body. As of December 31, 2023, Athene had not exercised its right of first refusal to reinsure liabilities ceded to Athora’s insurance or reinsurance subsidiaries.
The following table summarizes Athene’s investments in Athora:
| December 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Investment fund | $ | 1,082 | $ | 959 | |||||||
| Non-redeemable preferred equity securities | 249 | 273 | |||||||||
| Total investment in Athora | $ | 1,331 | $ | 1,232 |
Additionally, as of December 31, 2023 and 2022, Athene had $61 million and $59 million, respectively, of funding agreements outstanding to Athora. Athene also has commitments to make additional investments in Athora of $535 million as of December 31, 2023.
Atlas
Athene has an equity investment in Atlas, an asset-backed specialty lender, through its investment in AAA and, as of December 31, 2023 and 2022, Athene held $1,008 million and $0 million, respectively, of AFS securities issued by Atlas. Athene also held $921 million and $0 million of reverse repurchase agreements issued by Atlas as of December 31, 2023 and 2022, respectively. See note 20 for further information on assurance letters issued in support of Atlas.
Catalina
Athene has an investment in Apollo Rose II (B) (“Apollo Rose”) which Athene consolidates as a VIE. Apollo Rose holds equity interests in Catalina Holdings (Bermuda) Ltd. (“Catalina”). During the fourth quarter of 2022, Athene entered into a strategic modco reinsurance agreement with Catalina General Insurance Ltd., which is a subsidiary of Catalina, to cede certain inforce funding agreements. Athene elected the fair value option on this agreement and had a liability of $330 million and $142
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
million as of December 31, 2023 and 2022, respectively, which is included in other liabilities on the consolidated statements of financial condition.
PK AirFinance
Athene has investments in PK AirFinance (“PK Air”), an aviation lending business with a portfolio of loans (“Aviation Loans”). The Aviation Loans are generally fully secured by aircraft leases and aircraft and are securitized by a special purpose vehicle (“SPV”) for which Apollo acts as ABS manager (“ABS-SPV”). The ABS-SPV issues tranches of senior notes and subordinated notes, which are secured by the Aviation Loans. Athene purchased both senior and subordinated notes of PK Air. During the first quarter of 2022, Athene contributed its investment in the subordinated notes to PK Air Holdings, LP, and then contributed PK Air Holdings, LP to AAA during the second quarter of 2022. As of December 31, 2023 and 2022, Athene held $1.6 billion and $1.2 billion, respectively, of PK Air senior notes, which are included in investment in related parties on the consolidated statements of financial condition. Athene has commitments to make additional investments in PK Air of $1.4 billion as of December 31, 2023.
Venerable
VA Capital Company LLC (“VA Capital”) is owned by a consortium of investors, led by affiliates of Apollo, Crestview Partners III Management, LLC and Reverence Capital Partners L.P., and is the parent of Venerable, which is the parent of VIAC. VIAC is a related party due to Athene’s minority equity investment in its holding company’s parent, VA Capital, which was $181 million and $240 million as of December 31, 2023 and 2022, respectively. The minority equity investment in VA Capital is included in investments in related parties on the consolidated statements of financial condition and accounted for as an equity method investment.
Athene has coinsurance and modco agreements with VIAC. Effective July 1, 2023, VIAC recaptured $2.7 billion of reserves, which represents a portion of their business that was subject to those coinsurance and modco agreements. Athene recognized a gain of $555 million, which is included in other revenues on the consolidated statements of operations, in the third quarter of 2023 as a result of the settlement of the recapture agreement. As a result of Athene’s intent to transfer the assets supporting this business to VIAC in connection with the recapture, Athene was required by US GAAP to recognize the unrealized losses on these assets of $104 million as intent-to-sell impairments in the second quarter of 2023.
Additionally, Athene has term loans receivable from Venerable due in 2033, which are included in investments in related parties on the consolidated statements of financial condition. The loans are held at fair value and were $343 million and $303 million as of December 31, 2023 and 2022, respectively. While management views the overall transactions with Venerable as favorable to Athene, the stated interest rate of 6.257% on the term loans to Venerable represented a below-market interest rate, and management considered such rate as part of its evaluation and pricing of the reinsurance transactions.
Wheels
Athene contributed its limited partnership investment in Athene Freedom Parent, LP (“Athene Freedom”), for which Apollo is the general partner, to AAA during the second quarter of 2022. Athene Freedom indirectly invests in Wheels, Inc. (“Wheels”). As of December 31, 2023 and 2022, Athene owned $1.0 billion and $1.0 billion, respectively, of AFS securities issued by Wheels, which are included in investments in related parties on the consolidated statements of financial condition. Athene also has commitments to make additional investments in Wheels of $83 million as of December 31, 2023.
Apollo/Athene Dedicated Investment Programs
Athene’s subsidiary, ACRA 1 is partially owned by ADIP I, a series of funds managed by Apollo. Athene’s subsidiary, ALRe, currently holds 36.55% of the economic interests in ACRA 1 and all of ACRA 1’s voting interests, with ADIP I holding the remaining 63.45% of the economic interests. Effective July 1, 2023, ALRe sold 50% of its non-voting, economic interests in ACRA 2 to ADIP II, a fund managed by Apollo, for $640 million. 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. ALRe holds all of ACRA 2’s voting interests.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Athene received capital contributions and paid distributions relating to ACRA of the following:
| Years ended December 31, | ||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | ||||||||||||||||||||||||
| Contributions from ADIP | $ | 996 | $ | 1,047 | ||||||||||||||||||||||
| Distributions to ADIP | (539) | (63) |
20. Commitments and Contingencies
Investment Commitments
The Company has unfunded capital commitments of $627 million as of December 31, 2023 related to the funds it manages. Separately, Athene had commitments to make investments, primarily capital contributions to investment funds, inclusive of related party commitments discussed previously, of $21.2 billion as of December 31, 2023. The Company expects most of the current commitments will be invested over the next five years; however, these commitments could become due any time upon counterparty request.
Contingent Obligations
Performance allocations with respect to certain funds are subject to reversal in the event of future losses to the extent of the cumulative revenues recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through December 31, 2023 and that could be reversed approximates $5.0 billion. Performance allocations are affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable. Management views the possibility of all of the investments becoming worthless as remote.
Additionally, at the end of the life of certain funds, Apollo may be obligated as general partner, to repay the funds’ performance allocations received in excess of what was ultimately earned. This obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or as otherwise set forth in the partnership agreement of the fund.
Certain funds may not generate performance allocations as a result of unrealized and realized losses that are recognized in the current and prior reporting periods. In certain cases, performance allocations will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.
One of Apollo’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings of related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties. As of December 31, 2023, there were no open underwriting commitments.
The Company, along with a third-party institutional investor, has committed to provide financing to a consolidated VIE that invests across Apollo’s capital markets platform (such VIE, the “Apollo Capital Markets Partnership”). Pursuant to these arrangements, the Company has committed equity financing to the Apollo Capital Markets Partnership. The Apollo Capital Markets Partnership also has a revolving credit facility with Sumitomo Mitsui Banking Corporation, as lead arranger, administrative agent and letter of credit issuer, Mizuho Bank Ltd., and other lenders party thereto, pursuant to which it may borrow up to $2.25 billion. The revolving credit facility, which has a final maturity date of April 1, 2025, is non-recourse to the Company, except that the Company provided customary comfort letters with respect to its capital contributions to the Apollo Capital Markets Partnership. As of December 31, 2023, the Apollo Capital Markets Partnership had funded commitments of $955 million, on a net basis, to transactions across Apollo’s capital markets platform, all of which were funded through the revolving credit facility and other asset-based financing. No capital had been funded by the Company to the Apollo Capital Markets Partnership pursuant to its commitment.
Whether the commitments of the Apollo Capital Markets Partnership are actually funded, in whole or in part, depends on the contractual terms of such commitments, including the satisfaction or waiver of any conditions to closing or funding. It is expected that between the time the Apollo Capital Markets Partnership makes a commitment and funding of such commitment,
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
efforts will be made to syndicate such commitment to, among others, third parties, which should reduce its risk when committing to certain transactions. The Apollo Capital Markets Partnership may also, with respect to a particular transaction, enter into other arrangements with third parties which reduce its commitment risk.
In connection with the acquisition of Stone Tower in 2012, Apollo agreed to pay its former owners a specified percentage of future performance revenues earned from certain of its funds, CLOs, and strategic investment accounts. This obligation was determined based on the present value of estimated future performance revenue payments and is recorded in other liabilities. The fair value of the remaining contingent obligation was $67 million and $55 million as of December 31, 2023 and December 31, 2022, respectively. This contingent consideration obligation is remeasured to fair value at each reporting period until the obligations are satisfied. The changes in the fair value of the Stone Tower contingent consideration obligation is reflected in profit sharing expense in the consolidated statements of operations.
In connection with the acquisition of Griffin Capital’s U.S. asset management business on May 3, 2022, Apollo agreed to pay its former owners certain share-based consideration contingent on specified AUM and capital raising thresholds. This obligation was determined based on the present value of estimated future performance relative to such thresholds and is recorded in other liabilities. The fair value of the remaining contingent obligation was $26 million and $31 million as of December 31, 2023 and December 31, 2022, respectively. This contingent consideration obligation is remeasured to fair value at each reporting period until the respective thresholds are met such that the contingencies are satisfied. The changes in the fair value of the Griffin Capital contingent consideration obligation are reflected in other income (loss) in the consolidated statements of income.
Funding Agreements
Athene is a member of the Federal Home Loan Bank of Des Moines (“FHLB”) and, through its membership, has issued funding agreements to the FHLB in exchange for cash advances. As of December 31, 2023 and December 31, 2022, Athene had $6.5 billion and $3.7 billion, respectively, of FHLB funding agreements outstanding. Athene is required to provide collateral in excess of the funding agreement amounts outstanding, considering any discounts to the securities posted and prepayment penalties.
Athene has a funding agreement backed notes (“FABN”) program, which allows Athene Global Funding, a special purpose, unaffiliated statutory trust, to offer its senior secured medium-term notes. Athene Global Funding uses the net proceeds from each sale to purchase one or more funding agreements from Athene. As of December 31, 2023 and December 31, 2022, Athene had $19.9 billion and $21.0 billion, respectively, of FABN funding agreements outstanding. Athene had $14.8 billion of board-authorized FABN capacity remaining as of December 31, 2023.
Athene established a secured funding agreement backed repurchase agreement (“FABR”) program, in which a special-purpose, unaffiliated entity enters into repurchase agreements with a bank and the proceeds of the repurchase agreements are used by the special purpose entity to purchase funding agreements from Athene. As of December 31, 2023 and December 31, 2022, Athene had $6.0 billion and $3.0 billion, respectively, of FABR funding agreements outstanding.
Pledged Assets and Funds in Trust (Restricted Assets)
Athene’s total restricted assets included on the consolidated statements of financial condition are as follows:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| AFS securities | $ | 32,458 | $ | 15,366 | |||||||
| Trading securities | 139 | 55 | |||||||||
| Equity securities | 80 | 38 | |||||||||
| Mortgage loans | 14,257 | 8,849 | |||||||||
| Investment funds | 409 | 103 | |||||||||
| Derivative assets | 73 | 65 | |||||||||
| Short-term investments | 153 | 120 | |||||||||
| Other investments | 313 | 170 | |||||||||
| Restricted cash and cash equivalents | 1,761 | 628 | |||||||||
| Total restricted assets | $ | 49,643 | $ | 25,394 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The restricted assets are primarily related to reinsurance trusts established in accordance with coinsurance agreements and the FHLB and FABR funding agreements described above.
Letters of Credit
Athene has undrawn letters of credit totaling $1.3 billion as of December 31, 2023. These letters of credit were issued for Athene’s reinsurance program and have expirations through June 19, 2026.
Atlas
In connection with the Company and CS’s previously announced transaction, whereby Atlas acquired certain assets of the CS Securitized Products Group, two subsidiaries of the Company have each issued an assurance letter to CS to guarantee the full five year deferred purchase obligation of Atlas in the amount of $3.3 billion. The fair value of the liability related to the Company’s guarantee is not material to the Company’s consolidated financial statements.
Litigation and Regulatory Matters
The Company is party to various legal actions arising from time to time in the ordinary course of business, including claims and lawsuits, arbitrations, reviews, investigations or proceedings by governmental and self-regulatory agencies regarding the Company’s business.
On December 21, 2017, several entities referred to collectively as “Harbinger” commenced an action in New York Supreme Court captioned Harbinger Capital Partners II LP et al. v. Apollo Global Management LLC, et al. (No. 657515/2017). The complaint named as defendants AAM, and funds managed by Apollo that invested in SkyTerra Communications, Inc. (“SkyTerra”), among others. The complaint alleged that during the period of Harbinger’s various equity and debt investments in SkyTerra from 2004 to 2010, the defendants concealed from Harbinger material defects in SkyTerra technology. The complaint further alleged that Harbinger would not have made investments in SkyTerra totaling approximately $1.9 billion had it known of the defects, and that the public disclosure of these defects ultimately led to SkyTerra filing for bankruptcy in 2012 (after it had been renamed LightSquared). The complaint sought $1.9 billion in damages, as well as punitive damages, interest, costs, and fees. On June 12, 2019, Harbinger voluntarily discontinued the state action without prejudice. On June 8, 2020, Harbinger refiled its litigation in New York Supreme Court, captioned Harbinger Capital Partners II, LP et al. v. Apollo Global Management, LLC et al. (No. 652342/2020). The complaint adds eight new defendants and three new claims relating to Harbinger’s contention that the new defendants induced Harbinger to buy CCTV One Four Holdings, LLC (“CCTV”) to support SkyTerra’s network even though they allegedly knew that the network had material defects. On November 23, 2020, Defendants refiled a bankruptcy motion, and on November 24, 2020, filed in the state court a motion to stay the state court proceedings pending a ruling by the bankruptcy court on the bankruptcy motion. On February 1, 2021, the bankruptcy court denied the bankruptcy motion. Defendants filed their motions to dismiss the New York Supreme Court action on March 31, 2021, which were granted in part and denied in part on May 23, 2023. The court granted in full the Defendants’ motion to dismiss Harbinger’s complaint as time-barred and denied as moot the Defendants’ motion to dismiss the complaint for failure to state a claim. Plaintiffs have appealed the court’s decision. Apollo believes the claims in this action are without merit. No reasonable estimate of possible loss, if any, can be made at this time.
In March 2020, Frank Funds, which claims to be a former shareholder of MPM Holdings, Inc. (“MPM”), commenced an action in the Delaware Court of Chancery, captioned Frank Funds v. Apollo Global Management, Inc., et al., C.A. No. 2020-0130, against AAM, certain former MPM directors (including three Apollo officers and employees), and members of the consortium that acquired MPM in a May 2019 merger. The complaint asserted, on behalf of a putative class of former MPM shareholders, a claim against Apollo for breach of its fiduciary duties as MPM’s alleged controlling shareholder in connection with the May 2019 merger. Frank Funds seeks unspecified compensatory damages. On July 23, 2019, a group of former MPM shareholders filed an appraisal petition in Delaware Chancery Court seeking the fair value of their MPM shares that were purchased through MPM’s May 15, 2019 merger, in an action captioned In re Appraisal of MPM Holdings, Inc., C.A. No. 2019-0519 (Del. Ch.). On June 3, 2020, petitioners moved for leave to file a verified amended appraisal petition and class-action complaint that included claims for breach of fiduciary duty and/or aiding and abetting breaches of fiduciary duty against AAM, the Apollo-affiliated fund that owned MPM’s shares before the merger, certain former MPM directors (including three Apollo employees), and members of the consortium that acquired MPM, based on alleged actions related to the May 2019 merger. The petitioners also sought to consolidate their appraisal proceeding with the Frank Funds action. On November 13, 2020, the Chancery Court granted the parties’ stipulated order to consolidate the two matters, and on December 21, 2020, the Chancery Court granted petitioners’ motion for leave to file the proposed amended complaint. This new consolidated action is captioned In Re MPM
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Holdings Inc. Appraisal and Stockholder Litigation, C.A. No. 2019-0519 (Del Ch.). On November 17, 2023, Plaintiff and Defendants filed a stipulation of settlement with the Chancery Court. On February 23, 2024, the Chancery Court held a hearing on the proposed settlement, which is now pending Court approval.
On August 4, 2020, a putative class action complaint was filed in the United States District Court for the District of Nevada against PlayAGS Inc. (“PlayAGS”), all of the members of PlayAGS’s board of directors (including three directors who are affiliated with Apollo), certain underwriters of PlayAGS (including Apollo Global Securities, LLC), as well as AAM, Apollo Investment Fund VIII, L.P., Apollo Gaming Holdings, L.P., and Apollo Gaming Voteco, LLC (these last four parties, together, the “Apollo Defendants”). The complaint asserted claims against all defendants arising under the Securities Act of 1933 in connection with certain secondary offerings of PlayAGS stock conducted in August 2018 and March 2019, alleging that the registration statements issued in connection with those offerings did not fully disclose certain business challenges facing PlayAGS. The complaint further asserted a control person claim under Section 20(a) of the Exchange Act against the Apollo Defendants and the director defendants (including the directors affiliated with Apollo), alleging such defendants were responsible for certain misstatements and omissions by PlayAGS about its business. On December 2, 2022, the Court dismissed all claims against the underwriters (including Apollo Global Securities, LLC) and the Apollo Defendants, but allowed a claim against PlayAGS and two of PlayAGS’s executives to proceed. On February 13, 2024, the Court dismissed the entire case against all defendants, with prejudice, and instructed the clerk of the court to close the case.
On August 17, 2023, a purported stockholder of AGM filed a shareholder derivative complaint (the “Original Complaint”) in the Court of Chancery of the State of Delaware against current AGM directors Marc Rowan, Scott Kleinman, James Zelter, Alvin Krongard, Michael Ducey, and Pauline Richards, Apollo Former Managing Partners Leon Black and Joshua Harris, and, as a nominal defendant, AGM. The action is captioned Anguilla Social Security Board vs. Black et al., C.A. No. 2023-0846-JTL and challenges the $570 million payments being made to the Former Managing Partners and Contributing Partners in connection with the elimination of the Up-C structure that was in place prior to Apollo’s merger with Athene. As previously disclosed in Apollo’s SEC filings, this purported stockholder previously had sought and received documents relating to the transaction pursuant to Section 220 of the Delaware General Corporation Law. The Original Complaint alleged that the challenged payments amount to corporate waste, that the Former Managing Partners and Contributing Partners received payments in connection with the Corporate Recapitalization that exceed fair value and therefore breached their fiduciary duties, and that the independent conflicts committee of the AAM board of directors (which then consisted of Mr. Krongard, Mr. Ducey, and Ms. Richards) that negotiated the elimination of the TRA breached their fiduciary duties. The Original Complaint alleged that pre-suit demand was futile because a majority of AGM’s board is either not independent from the Former Managing Partners or face a substantial likelihood of liability in light of the challenges to the transaction. The Original Complaint sought, among other things, declaratory relief, unspecified monetary damages, interest, restitution, disgorgement, injunctive relief, costs, and attorneys’ fees. On November 16, 2023, the defendants moved to dismiss the Original Complaint on the basis that, among other things, the plaintiff failed to make a pre-suit demand on the Apollo board of directors. On February 9, 2024, the plaintiff filed an amended complaint (the “Amended Complaint”) that adds new factual allegations but names the same defendants, asserts the same causes of action, and seeks the same relief as the Original Complaint. The Amended Complaint alleges that pre-suit demand was futile for the same reasons alleged in the Original Complaint. No reasonable estimate of possible loss, if any, can be made at this time.
Certain of Apollo’s investment adviser subsidiaries have received a request for information and documents from the SEC in connection with an investigation concerning compliance with record retention requirements relating to business communications sent or received via electronic messaging channels. As has been publicly reported, the SEC is conducting similar investigations of other investment advisers.
21. Statutory Requirements
Athene’s insurance and reinsurance subsidiaries are subject to insurance laws and regulations in the jurisdictions in which they operate, including Bermuda and the U.S. Certain regulations include restrictions that limit the dividends or other distributions, such as loans or cash advances, available to stockholders without prior approval of the insurance regulatory authorities. The differences between financial statements prepared for insurance regulatory authorities and U.S. GAAP financial statements vary by jurisdiction.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bermuda statutory requirements
ALRe, AARe, Athene Co-Invest Reinsurance Affiliate 1A Ltd. (“ACRA 1A”) and Athene Co-Invested Reinsurance Affiliate 2A Ltd. (“ACRA 2A”) are each licensed by the Bermuda Monetary Authority (the “BMA”) as long-term insurers and are subject to the Insurance Act 1978, as amended (the “Bermuda Insurance Act”) and regulations promulgated thereunder. The BMA implemented the Economic Balance Sheet (the “EBS”) framework into the Bermuda Solvency Capital Requirement (“BSCR”), which was granted equivalence to the European Union’s Directive (2009/138/EC) (“Solvency II”).
Under the Bermuda Insurance Act, long-term insurers are required to maintain minimum statutory capital and surplus to meet the minimum margin of solvency (“MMS”) and minimum economic statutory capital and surplus (EBS capital and surplus) to meet the Enhanced Capital Requirement (“ECR”). For Athene’s Class C reinsurers, ACRA 1A and ACRA 2A, MMS is equal to the greater of $500,000, 1.5% of the total statutory assets or 25% of ECR. For Athene’s Class E reinsurers, ALRe and AARe, MMS is equal to the greater of $8 million, 2% of the first $500 million of statutory assets plus 1.5% of statutory assets above $500 million or 25% of ECR. For each class, the ECR is calculated based on a risk-based capital model where risk factor charges are applied to the EBS. The ECR is floored at the MMS. As of December 31, 2023, Athene’s Bermuda subsidiaries were in excess of the minimum levels required. For Athene’s Bermuda reinsurance subsidiaries, the ECR is the binding regulatory constraint. The following represents the EBS capital and surplus and BSCR ratios:
| December 31, 2023****1 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | EBS capital & surplus | BSCR ratio | EBS capital & surplus | BSCR ratio | |||||||||||||||||||||||||||||||
| ALRe | $ | 18,245 | 233 | % | $ | 16,759 | 256 | % | |||||||||||||||||||||||||||
| AARe | 26,647 | 291 | % | 21,876 | 278 | % | |||||||||||||||||||||||||||||
| ACRA 1A | 5,296 | 219 | % | 5,993 | 262 | % | |||||||||||||||||||||||||||||
| ACRA 2A | 3,717 | 353 | % | 198 | N/A | ||||||||||||||||||||||||||||||
| 1 Amounts reported reflect Athene’s best estimates as of the date these financial statements were issued and exclude the impact of any deferred taxes that may be recorded on a statutory basis as a result of the enactment of the Bermuda CIT. |
Under the Bermuda statutory framework, statutory financial statements are generally equivalent to U.S. GAAP financial statements, with the exception of prudential filters and permitted practices granted by the BMA. Athene’s Bermuda subsidiaries have permission in the statutory financial statements to use amortized cost instead of fair value as the basis for certain investments. Additionally, Athene’s Bermuda subsidiaries use U.S. statutory reserving principles for the calculation of insurance reserves instead of U.S. GAAP, subject to the reserves being proved adequate based on cash flow testing.
The following represents the effect of the permitted practices to the statutory financial statements:
| December 31, 2023 | |||||||||||||||||||||||
| (In millions) | ALRe | AARe | ACRA 1A | ACRA 2A | |||||||||||||||||||
| Increase (decrease) to capital and surplus due to permitted practices | $ | 3,031 | $ | 8,619 | $ | 4,105 | $ | (938) | |||||||||||||||
| Increase (decrease) to statutory net income due to permitted practices | (1,593) | (8,278) | (1,471) | (930) |
Under the Bermuda Insurance Act, Athene’s Bermuda subsidiaries are prohibited from paying a dividend in an amount exceeding 25% of the prior year’s statutory capital and surplus, unless at least two members of the companies’ respective board of directors and its principal representative in Bermuda sign and submit to the BMA an affidavit attesting that a dividend in excess of this amount would not cause the subsidiary to fail to meet its relevant margins. In certain instances, the Bermuda subsidiary would also be required to provide prior notice to the BMA in advance of the payment of dividends. In the event that such an affidavit is submitted to the BMA, and further subject to meeting the MMS and ECR requirements, a Bermuda subsidiary is permitted to distribute up to the sum of 100% of statutory surplus and an amount less than 15% of statutory capital. Distributions in excess of this amount require the approval of the BMA. The following represents the maximum distribution Athene’s Bermuda subsidiaries would be permitted to remit to its parent without the need for prior approval:
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| ALRe | $ | 7,023 | $ | 5,550 | |||||||
| AARe | 8,012 | 7,050 | |||||||||
| ACRA 1A | 1,614 | 1,912 | |||||||||
| ACRA 2A | 30 | — |
U.S. Statutory Requirements
Athene’s regulated U.S. subsidiaries and the corresponding insurance regulatory authorities are as follows:
| Subsidiary | Regulatory Authority | ||||
| AADE | Delaware Department of Insurance | ||||
| AAIA | Iowa Insurance Division | ||||
| AANY | New York Department of Financial Services | ||||
| Athene Re USA IV | State of Vermont Department of Financial Regulation |
Each entity’s statutory statements are presented on the basis of accounting practices determined by the respective regulatory authority. The regulatory authority recognizes only statutory accounting practices prescribed or permitted by the corresponding state for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under insurance law.
The maximum dividend these subsidiaries can pay to stockholders, without prior approval of the respective state insurance department, is subject to restrictions relating to statutory surplus or net gain from operations. The maximum dividend payment over a twelve-month period may not, without prior approval, be paid from a source other than earned surplus and may not exceed the greater of (1) the prior year’s net gain from operations or (2) 10% of policyholders’ surplus. Based on these restrictions, the maximum dividend AADE could pay to its parent absent regulatory approval was $0 million as of each of December 31, 2023 and December 31, 2022. Any dividends from AHL’s other U.S. statutory entities in excess of the amounts allowed for AADE would not be able to be remitted to its parent without regulatory approval from the Delaware Department of Insurance.
As of December 31, 2023, Athene’s U.S. subsidiaries’ solvency, liquidity and risk-based capital amounts were significantly in excess of the minimum levels required.
In some instances, the states of domicile of U.S. subsidiaries have adopted prescribed accounting practices that differ from the required accounting outlined in NAIC Statutory Accounting Principles (“SAP”). These subsidiaries also have certain accounting practices permitted by the states of domicile that differ from those found in NAIC SAP. These prescribed and permitted practices are described as follows:
AAIA
Among the products issued by AAIA are indexed universal life insurance and fixed indexed annuities. These products allow a portion of the premium to earn interest based on certain indices, primarily the S&P 500. Athene purchases call options, futures and variance swaps to hedge the growth in interest credited to the customer as a direct result of increases in the related index. The Iowa Insurance Division allows an insurer to elect (1) to use an amortized cost method to account for certain derivative instruments, such as call options, purchased to hedge the growth in interest credited to the customer on indexed insurance products and (2) to use an indexed annuity reserve calculation methodology under which call options associated with the current index interest crediting term are valued at zero. AAIA has elected to apply this option to its over-the-counter call options and reserve liabilities. As a result, AAIA’s statutory surplus decreased by $28 million and increased by $62 million as of December 31, 2023 and December 31, 2022, respectively.
Athene Re USA IV
AAIA has ceded the AmerUs Closed Block to Athene Re USA IV on a 100% funds withheld basis. A permitted practice in the State of Vermont allows Athene Re USA IV to include as admitted assets the face amount of all issued and outstanding letters of credit used to fund its reinsurance obligations to AAIA in its statutory financial statements. If Athene Re USA IV had not
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
followed this permitted practice, then it would not have exceeded authorized control level risk-based capital requirements. As of December 31, 2023 and December 31, 2022, Athene Re USA IV included as admitted assets $96 million and $112 million, respectively, related to the outstanding letters of credit.
Statutory capital and surplus and net income (loss)
The following table presents, for each of Athene’s primary insurance subsidiaries, the statutory capital and surplus and the statutory net income (loss), based on the most recent statutory financial statements to be filed with insurance regulators:
| Statutory capital & surplus | Statutory net income (loss) | ||||||||||||||||||||||
| (In millions) | December 31, 2023 | December 31, 2022 | Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||||||||||||
| ALRe | $ | 14,474 | $ | 13,084 | $ | 832 | $ | 937 | |||||||||||||||
| AARe | 17,773 | 17,126 | 408 | 1,329 | |||||||||||||||||||
| ACRA 1A | 5,092 | 5,637 | 297 | (87) | |||||||||||||||||||
| ACRA 2A | 1,952 | 198 | (759) | (2) | |||||||||||||||||||
| AADE | 3,144 | 2,298 | — | (20) | |||||||||||||||||||
| AAIA | 2,876 | 2,067 | (209) | (238) | |||||||||||||||||||
| AANY | 290 | 284 | (3) | (23) |
22. Segments
The Company conducts its business through three reportable segments: (i) Asset Management, (ii) Retirement Services and (iii) Principal Investing. Segment information is utilized by the Company’s chief operating decision maker to assess performance and to allocate resources.
The performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because the chief operating decision maker makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.
Segment Income
Segment Income is the key performance measure used by management in evaluating the performance of the asset management, retirement services, and principal investing segments. Management uses Segment Income to make key operating decisions such as the following:
-
decisions related to the allocation of resources such as staffing decisions, including hiring and locations for deployment of the new hires;
-
decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses;
-
decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in the funds and those of Apollo’s stockholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo’s performance and growth for the year; and
-
decisions related to the amount of earnings available for dividends to common stockholders and holders of equity-based awards that participate in dividends.
Segment Income is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. Segment Income is the sum of (i) Fee Related Earnings, (ii) Spread Related Earnings and (iii) Principal Investing Income. Segment Income excludes the effects of the consolidation of any of the related funds and SPACs, interest and other financing costs related to AGM not attributable to any specific segment, taxes and related payables, transaction-related charges and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration, and certain other charges associated with acquisitions, and
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
restructuring charges. In addition, Segment Income excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the consolidated financial statements.
Segment Income may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use Segment Income as a measure of operating performance, not as a measure of liquidity. Segment Income should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of Segment Income without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using Segment Income as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of Segment Income to its most directly comparable U.S. GAAP measure of income (loss) before income tax provision can be found in this footnote.
Fee Related Earnings
Fee Related Earnings (“FRE”) is a component of Segment Income that is used to assess the performance of the Asset Management segment. FRE is the sum of (i) management fees, (ii) capital solutions and other related fees, (iii) fee-related performance fees from indefinite term vehicles, that are measured and received on a recurring basis and not dependent on realization events of the underlying investments, excluding performance fees from Athene and performance fees from origination platforms dependent on capital appreciation, and (iv) other income, net, less (a) fee-related compensation, excluding equity-based compensation, (b) non-compensation expenses incurred in the normal course of business, (c) placement fees and (d) non-controlling interests in the management companies of certain funds the Company manages.
Spread Related Earnings
Spread Related Earnings (“SRE”) is a component of Segment Income that is used to assess the performance of the Retirement Services segment, excluding certain market volatility, which consists of investment gains (losses), net of offsets, and non-operating change in insurance liabilities and related derivatives, and certain expenses related to integration, restructuring, equity-based compensation, and other expenses. For the Retirement Services segment, SRE equals the sum of (i) the net investment earnings on Athene’s net invested assets and (ii) management fees received on business managed for others, primarily the ADIP portion of Athene’s business ceded to ACRA, less (x) cost of funds, (y) operating expenses excluding equity-based compensation and (z) financing costs, including interest expense and preferred dividends, if any, paid to Athene preferred stockholders.
Principal Investing Income
Principal Investing Income (“PII”) is a component of Segment Income that is used to assess the performance of the Principal Investing segment. For the Principal Investing segment, PII is the sum of (i) realized performance fees, including certain realizations received in the form of equity, and (ii) realized investment income, less (x) realized principal investing compensation expense, excluding expense related to equity-based compensation, and (y) certain corporate compensation and non-compensation expenses.
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following presents financial data for the Company’s reportable segments.
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Management fees1 | $ | 2,480 | $ | 2,134 | $ | 1,878 | |||||||||||||||||||||||
| Capital solutions fees and other, net | 538 | 414 | 298 | ||||||||||||||||||||||||||
| Fee-related performance fee | 146 | 72 | 57 | ||||||||||||||||||||||||||
| Fee-related compensation | (835) | (754) | (653) | ||||||||||||||||||||||||||
| Other operating expenses | (561) | (456) | (313) | ||||||||||||||||||||||||||
| Fee Related Earnings | 1,768 | 1,410 | 1,267 | ||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Fixed income and other net investment income | 8,739 | 5,706 | — | ||||||||||||||||||||||||||
| Alternative net investment income | 864 | 1,206 | — | ||||||||||||||||||||||||||
| Strategic capital management fees | 72 | 53 | — | ||||||||||||||||||||||||||
| Cost of funds | (5,650) | (3,755) | — | ||||||||||||||||||||||||||
| Other operating expenses | (481) | (462) | — | ||||||||||||||||||||||||||
| Interest and other financing costs | (436) | (279) | — | ||||||||||||||||||||||||||
| Spread Related Earnings | 3,108 | 2,469 | — | ||||||||||||||||||||||||||
| Principal Investing | |||||||||||||||||||||||||||||
| Realized performance fees2 | 742 | 595 | 1,589 | ||||||||||||||||||||||||||
| Realized investment income | (2) | 330 | 437 | ||||||||||||||||||||||||||
| Principal investing compensation | (601) | (585) | (876) | ||||||||||||||||||||||||||
| Other operating expenses | (56) | (56) | (43) | ||||||||||||||||||||||||||
| Principal Investing Income | 83 | 284 | 1,107 | ||||||||||||||||||||||||||
| Segment Income | $ | 4,959 | $ | 4,163 | $ | 2,374 |
| Segment Assets: | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Asset Management | $ | 1,938 | $ | 1,918 | |||||||||||||
| Retirement Services | 294,730 | 240,483 | |||||||||||||||
| Principal Investing | 9,573 | 8,099 | |||||||||||||||
| Total Assets****3 | $ | 306,241 | $ | 250,500 | |||||||||||||
| 1 Includes intersegment management fees from Retirement Services of $955 million and $764 million for the years ended December 31, 2023 and 2022, respectively. | |||||||||||||||||
| 2 Includes intersegment realized performance fees from Retirement Services of $20 million for the year ended December 31, 2023. | |||||||||||||||||
| 3 Refer below for a reconciliation of total assets for Apollo’s total reportable segments to total consolidated assets. |
The following reconciles total consolidated revenues to total asset management fee related revenues:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Total Consolidated Revenues | $ | 32,644 | $ | 10,968 | $ | 5,951 | |||||||||||||||||||||||
| Retirement services GAAP revenue | (29,137) | (8,199) | — | ||||||||||||||||||||||||||
| Equity awards granted by unconsolidated related parties, reimbursable expenses and other1 | (339) | (182) | (137) | ||||||||||||||||||||||||||
| Adjustments related to consolidated funds and VIEs1 | (3) | 74 | 146 | ||||||||||||||||||||||||||
| Performance fees | (868) | (598) | (3,055) | ||||||||||||||||||||||||||
| Principal investment income | (108) | (207) | (672) | ||||||||||||||||||||||||||
| Retirement services management and performance fees | 975 | 764 | — | ||||||||||||||||||||||||||
| Total Asset Management Fee Related Revenues | $ | 3,164 | $ | 2,620 | $ | 2,233 | |||||||||||||||||||||||
| 1 Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following presents the reconciliation of income before income tax provision reported in the consolidated statements of operations to Segment Income:
| Years ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||
| Income (loss) before income tax provision (benefit) | $ | 5,586 | $ | (4,246) | $ | 4,861 | |||||||||||||||||||||||
| Asset Management Adjustments: | |||||||||||||||||||||||||||||
| Equity-based profit sharing expense and other1 | 239 | 276 | 146 | ||||||||||||||||||||||||||
| Equity-based compensation | 236 | 185 | 80 | ||||||||||||||||||||||||||
| Special equity-based compensation and other charges2 | 438 | — | — | ||||||||||||||||||||||||||
| Preferred dividends | — | — | (37) | ||||||||||||||||||||||||||
| Transaction-related charges3 | 32 | (42) | 35 | ||||||||||||||||||||||||||
| Merger-related transaction and integration costs4 | 27 | 70 | 67 | ||||||||||||||||||||||||||
| (Gains) losses from change in tax receivable agreement liability | 13 | 26 | (10) | ||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated entities | (1,556) | 1,499 | (418) | ||||||||||||||||||||||||||
| Unrealized performance fees | (127) | (2) | (1,465) | ||||||||||||||||||||||||||
| Unrealized profit sharing expense | 179 | 20 | 649 | ||||||||||||||||||||||||||
| One-time equity-based compensation and other charges5 | — | — | 949 | ||||||||||||||||||||||||||
| HoldCo interest and other financing costs6 | 88 | 122 | 170 | ||||||||||||||||||||||||||
| Unrealized principal investment income (loss) | (88) | 176 | (222) | ||||||||||||||||||||||||||
| Unrealized net (gains) losses from investment activities and other | 26 | (144) | (2,431) | ||||||||||||||||||||||||||
| Retirement Services Adjustments: | |||||||||||||||||||||||||||||
| Investment (gains) losses, net of offsets | (170) | 7,467 | — | ||||||||||||||||||||||||||
| Non-operating change in insurance liabilities and related derivatives7 | (182) | (1,433) | — | ||||||||||||||||||||||||||
| Integration, restructuring and other non-operating expenses | 130 | 133 | — | ||||||||||||||||||||||||||
| Equity-based compensation | 88 | 56 | — | ||||||||||||||||||||||||||
| Segment Income | $ | 4,959 | $ | 4,163 | $ | 2,374 | |||||||||||||||||||||||
| 1 Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are required to be used by employees of Apollo to purchase restricted shares of common stock or is delivered in the form of RSUs, which are granted under the Equity Plan. Equity-based profit sharing expense and other also includes performance grants which are tied to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. | |||||||||||||||||||||||||||||
| 2 Special equity-based compensation and other charges includes equity-based compensation expense and associated taxes related to the previously announced special fully vested equity grants to certain senior leaders. | |||||||||||||||||||||||||||||
| 3 Transaction-related charges include contingent consideration, equity-based compensation charges and the amortization of intangible assets and certain other charges associated with acquisitions, and restructuring charges. | |||||||||||||||||||||||||||||
| 4 Merger-related transaction and integration costs includes advisory services, technology integration, equity-based compensation charges and other costs associated with the Mergers. | |||||||||||||||||||||||||||||
| 5 Includes one-time equity-based compensation expense and associated taxes related to the Company’s compensation reset. | |||||||||||||||||||||||||||||
| 6 Represents interest and other financing costs related to AGM not attributable to any specific segment. | |||||||||||||||||||||||||||||
| 7 Includes change in fair values of derivatives and embedded derivatives, non-operating change in funding agreements, change in fair value of market risk benefits, and non-operating change in liability for future policy benefits. |
The following table presents the reconciliation of the Company’s total reportable segment assets to total assets:
| (In millions) | December 31, 2023 | December 31, 2022 | |||||||||
| Total reportable segment assets | $ | 306,241 | $ | 250,500 | |||||||
| Adjustments1 | 7,247 | 6,717 | |||||||||
| Total assets | $ | 313,488 | $ | 257,217 | |||||||
| 1 Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments. |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23. Product and Geographic Information
Athene conducts its business through the Retirement Services segment. Athene markets annuity products, primarily fixed rate and fixed indexed annuities. Deposits, which are generally not included in revenues on the consolidated statements of operations, and premiums collected are as follows:
| (In millions) | Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||
| Indexed annuities | $ | 12,012 | $ | 11,212 | |||||||
| Fixed rate annuities | 34,594 | 15,322 | |||||||||
| Payout annuities without life contingencies | 188 | 490 | |||||||||
| Funding agreements | 6,893 | 7,770 | |||||||||
| Other deposits | 2 | 2 | |||||||||
| Total deposits | 53,689 | 34,796 | |||||||||
| Payout annuities with life contingencies | 10,504 | 11,606 | |||||||||
| Whole life and other premiums | 2,245 | 32 | |||||||||
| Total premiums | 12,749 | 11,638 | |||||||||
| Total premiums and deposits, net of ceded | $ | 66,438 | $ | 46,434 | |||||||
Deposits and premiums by the geographical location are primarily attributed to individual countries based on the jurisdiction of the subsidiary that directly issued or assumed the business and are as follows:
| (In millions) | Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||
| United States | $ | 45,207 | $ | 34,646 | |||||||
| Bermuda | 21,231 | 11,788 | |||||||||
| Total premiums and deposits, net of ceded | $ | 66,438 | $ | 46,434 | |||||||
The Company does not disaggregate its Asset Management and Principal Investing segments by geography as it does not believe it provides a meaningful depiction of the nature of its revenue.
24. Quarterly Results of Operations (Unaudited)
The Company adopted LDTI as of January 1, 2023 and applied a retrospective transition approach using a transition date of January 1, 2022, the Merger Date. These retrospective updates had a material impact to the Company’s 2022 quarterly financial statements. The unaudited quarterly results of operations after LDTI adoption for the year ended December 31, 2022 are summarized in the table below:
| Three months ended | |||||||||||||||||||||||
| (In millions) | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | |||||||||||||||||||
| Total revenues | $ | 862 | $ | 2,286 | $ | 2,979 | $ | 4,841 | |||||||||||||||
| Total expenses | 2,784 | 5,453 | 4,021 | 3,653 | |||||||||||||||||||
| Net income (loss) | (1,059) | (2,606) | (849) | 1,007 | |||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | 658 | 969 | 286 | (367) | |||||||||||||||||||
| Net income (loss) attributable to Apollo Global Management, Inc. common stockholders | (401) | (1,637) | (563) | 640 |
APOLLO GLOBAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
25. Subsequent Events
Dividends
On February 8, 2024, the Company declared a cash dividend of $0.43 per share of common stock, which will be paid on February 29, 2024 to holders of record at the close of business on February 20, 2024.
On February 8, 2024, the Company also declared and set aside for payment a cash dividend of $0.8438 per share of its 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.
Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 8A. UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION