Apollo Global Management (APO) 10-K risk factor changes: FY2024 vs FY2023

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

Both domestic and international markets [removed: experienced] [added: continued to experience] significant inflationary pressures in fiscal year [removed: 2023] [added: 2024] and inflation rates in the U.S., as well as in other countries in which we operate, [removed: may] [added: could] continue at elevated levels for the near term.

[removed: In addition,] [added: Although] the Federal Reserve in the U.S. and central banks in various other countries have [removed: raised, and] [added: started to cut interest rates as the rate of inflation slowly weakened, they] may again raise interest rates in response to concerns about [removed: inflation,] [added: inflation in the future,] which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

The [removed: conflicts] [added: ongoing conflict] between Russia and Ukraine and [added: the conflict] in the Middle East have increased global economic and political uncertainty.

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

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

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

Additionally, investing in securities [added: and other financial instruments] of [removed: issuers] [added: companies] organized or based outside the U.S. and operating outside the U.S. may also expose us to increased compliance risks, as well as higher compliance costs to comply with U.S. and non-U.S. anti-corruption, anti-money laundering and sanctions laws and regulations.

In particular, climate change may impact asset [removed: prices] [added: prices, increase insurance costs] and [added: decrease] the value of investments linked to real estate.

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

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

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

In addition, the investment returns of most of the funds [added: and other vehicles] we manage are volatile.

We may also experience fluctuations in our results from quarter to quarter and year to year due to a number of other factors, including changes in the values of investments of the funds [added: and other vehicles] we manage, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, policyholder behavior, the degree to which we encounter competition and general economic and market conditions.

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

In addition, performance fees from some of the funds [added: and other vehicles] we manage are subject to contingent repayment by the general partner if, upon the final distribution, the relevant fund’s general partner has received cumulative performance fees on individual portfolio investments in excess of the amount of performance fees it would be entitled to from the profits calculated for all portfolio investments in the aggregate.

The timing of performance fees generated by the funds [added: and other vehicles] we manage is uncertain and will contribute to the volatility of our results.

Performance fees depend on the performance of the funds [added: and other vehicles] we manage.

Furthermore, we earn these performance fees only if the net asset value of a fund has increased or, in the case of certain funds, increased beyond a particular threshold, which is referred to as a “high water mark.” Such performance fees we earn are therefore dependent on the net asset value of investors’ investments in the [removed: fund,] [added: fund or vehicle,] which could lead to significant volatility in our results.

We may not be successful in expanding into new investment strategies, [added: geographic] markets and [removed: businesses,] [added: businesses and new types of investors,] each of which may result in additional risks and uncertainties in our businesses.

[removed: Accordingly, we may pursue growth through acquisitions] of other investment management companies, acquisitions of critical business partners or other strategic initiatives, including entering into new lines of business.

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

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

Accessing individual investors and selling products directed at such investors exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement [removed: risks.][added: risks, an increased compliance burden, and more complex administration and accounting operations.]

[removed: To the extent we] [added: We continue to] distribute products through new [removed: channels,] [added: channels and markets,] including through unaffiliated third-party firms, [added: and] we may not be able to effectively monitor or control the manner of [removed: their] distribution, which could result in litigation or regulatory action against us, including with respect to, among other things, claims that products distributed through such channels are distributed to [removed: customers] [added: investors] for whom they are [removed: unsuitable] [added: unsuitable,] or [added: claims related to conflicts of interest or the adequacy of disclosure to investors or claims] that [removed: they] [added: the products] are distributed in [removed: an] [added: a manner inconsistent with our regulatory requirements or] otherwise inappropriate manner.

Although we [removed: seek to ensure through] [added: engage in] due diligence and onboarding procedures that [added: seek to uncover issues relating to] the third parties through which individual investors access our [removed: products conduct themselves responsibly,] [added: products,] we [added: do not control and have limited information regarding many of these third-party channels and, therefore, we] are exposed to the risks of reputational [removed: damage] [added: damage, regulatory scrutiny] and legal liability to the extent such third parties improperly sell our products to investors.

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

[added: In] addition, limitations can be placed on the amount of redemptions or repurchases that are fulfilled.

The loss of the services of any of our key personnel or damage to their personal [added: or professional] reputation could have a material adverse effect on our business.

If [added: any of] our key personnel were to join or form a competitor, our business could similarly suffer a material adverse effect.

We may also not succeed in recruiting additional personnel because the market for qualified professionals is [removed: extremely competitive.]

In addition, the governing agreements of certain of the funds we manage provide that in the event certain investment professionals and other key personnel fail to devote the requisite time to our businesses, the [removed: commitment] [added: investment] period will terminate.

In some instances, such termination becomes effective only if coupled with a certain percentage in interest of the fund investors or the respective fund advisory [removed: board] [added: board, if applicable,] not voting to continue the [removed: commitment] [added: investment] period.

Misconduct by our current and former employees, directors, advisers, [removed: third party-service] [added: third-party service] providers or others affiliated with us could harm us by impairing our ability to attract and retain investors and by subjecting us to significant legal liability, regulatory scrutiny and reputational harm.

There is a risk that our employees, directors, advisers, [removed: third party-service] [added: third-party service] providers or others affiliated with us could engage, [added: including] deliberately or recklessly, in misconduct or fraud that creates legal exposure for us and adversely affects our businesses.

With respect to our retirement services business, our insurance businesses rely on third-party intermediaries to sell our products and services and we further rely on third-party administrators to administer a portion of our annuity contracts as well as [added: our] legacy life insurance business.

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

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

We [removed: also] use assumptions and estimates to make decisions about pricing, target returns and expense structures for our insurance subsidiaries’ products and pension group annuity transactions; determining the amount of reserves our retirement services business is required to hold for its policy liabilities; determining the price our retirement services business will pay to acquire or reinsure business; determining the hedging strategies we employ to manage risks to our business and operations; and determining the amount of regulatory and rating agency capital that our insurance subsidiaries must hold to support their businesses.

Many of the funds we manage invest in securities or other financial instruments that are not publicly traded or are otherwise viewed as “illiquid.” In many cases, the funds we manage may be [removed: prohibited] [added: permitted] by contract or by applicable securities laws [removed: from selling] [added: to sell] such securities [removed: for] [added: only after] a period of [removed: time.][added: time and then only at such times when we do not possess material nonpublic information.]

Market uncertainty and volatility could also be magnified as a result of the new U.S. administration and resulting uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies, such as threatened or imposed tariffs on imports from various countries, including China, Mexico, and Canada.

Such public health crises could adversely affect our business in a number of ways, including by adversely impacting the valuations of the

Accordingly, we may pursue growth through acquisitions

We may be subject to claims related to matters such as the adequacy of disclosures, appropriateness of fees, suitability and board of directors’ oversight, each which could result in civil lawsuits, regulatory penalties and enforcement actions.

Our registered investment advisers could also be subject to direct or derivative claims from a fund’s investors or board of directors for alleged mismanagement of the fund.

In addition, regulatory requirements imposing limitations on the ability of affiliates of certain of our vehicles to engage in certain transactions may limit our funds’ ability to engage in otherwise attractive investment opportunities.

In addition, regulations applicable to our arrangements with such distributors and channels increase the compliance

burden associated with onboarding new distributors or pursuing new distribution channels, resulting in increased cost and complexity.

extremely competitive.

The rapid evolution and increasing prevalence of artificial intelligence technologies may also increase our cybersecurity risks.

Many of the funds we manage invest in private credit opportunities and the ability to dispose of such instruments prior to maturity is heavily dependent upon the secondary trading market for such instruments.

Such markets are still developing and could be subject to periods where the general partner of the fund deems the level of trading not to be appropriate.

are lower than would otherwise be the case, any of which could lead to a decrease in the investment income earned by us.

Artificial intelligence could increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predict.

Technological developments in artificial intelligence, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) and their current and potential future applications, including in the private investment, financial and insurance sectors, as well as the legal and regulatory frameworks within which they operate, are rapidly evolving.

The full extent of current or future risks related thereto is not possible to predict.

AI Technologies could significantly disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, which could have a material and adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

We also face competitive risks if we fail to adopt AI Technologies in a timely fashion.

We intend to avail ourselves of the potential benefits, insights and efficiencies that are available through the use of AI Technologies, which presents a number of potential risks that cannot be fully mitigated.

If the data we, or third parties whose services we rely on, use in connection with the possible development or deployment of AI Technologies is incomplete, incorrect, inadequate or biased in some way, it may result in flawed algorithms, reduce the effectiveness of AI Technologies and adversely impact us and our operations.

There is also a risk that AI Technologies and data used therewith may be misused or misappropriated by our employees or third-party service providers or other third parties.

Further, we may not be able to control how third-party AI Technologies that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters.

The misuse or misappropriation of our data, including material non-public information, could have an adverse impact on our reputation, subject us to legal and regulatory investigations and/or actions and create competitive risk.

The use of AI Technologies also requires our compliance with legal or regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to our use of AI Technologies, including intellectual property infringement and misappropriation claims, that could have a material and adverse impact on our business, financial condition, results of operations, liquidity and cash flows.

We have in the past, and may in the future, incur such clawback repayment obligations in respect of the funds we manage.

management fees and performance fees to terminate.

We also refer to a significant portion of our AUM as perpetual capital or permanent capital as such assets have an indefinite duration and may only be withdrawn under certain conditions or subject to certain limitations.

The investment management, advisory or other service agreements with our perpetual capital vehicles may be terminated under certain circumstances and investors can redeem from certain perpetual capital vehicles subject to certain conditions and limitations.

This perpetual capital component of our AUM should not be viewed as being permanent without exception given that the assets can be subject to material reductions and even termination.

We are also subject to certain guidelines regarding investment allocation and strategy and other investment restrictions or limitations imposed by the governing documents of the funds we manage as well as arrangements with investors in the funds, accounts and other vehicles we manage.

Our failure to comply with such guidelines, restrictions or limitations could result in clients terminating their investment management agreements with us, and investors seeking to withdraw from funds and/or being unwilling to commit new capital, which could cause our earnings to decline.

Similar policies have been implemented or are being proposed at the federal level.

In addition,

A regulatory framework that opposes funds or vehicles that apply ESG principles to their investment criteria also makes it harder for those funds or vehicles to operate across jurisdictions.

In addition, certain investments by funds or vehicles we manage may have been based in part on projections regarding the availability of government programs encouraging the development of alternative energy sources and products, and changes to such programs may affect the anticipated profitability of those investments.

- Political changes could affect the anticipated profitability or viability of investments by certain of the funds we manage.

In any particular year, our subsidiaries’ capital ratios and/or statutory surplus amounts may increase or decrease depending on a variety of factors, some of which are outside of our control and some of which we can only partially control, including, but not limited to, the following: the amount of statutory income or loss generated by our insurance subsidiaries; the amount of additional capital our insurance subsidiaries must hold to support their business growth; changes in reserve requirements applicable to our insurance subsidiaries; changes in market value of certain securities in our investment portfolio; recognition of write-downs or other losses on investments held in the investment portfolio of our retirement services business; changes in the credit ratings of investments held in the investment portfolio of our retirement services business; changes in the value of certain derivative instruments; changes in interest rates; credit market volatility; changes in policyholder behavior; changes in corporate tax rates; changes to the RBC formulas and interpretations of the NAIC instructions with respect to RBC calculation methodologies; and changes to the ECR, Bermuda Solvency Capital Requirement (“BSCR”), or target capital level (“TCL”) formulas and interpretations of the BMA’s instructions with respect to ECR, BSCR, or TCL calculation methodologies.

In March 2024, the BMA published revised rules and new guidance notes to enhance Bermuda’s regulatory regime for commercial insurers.

The material enhancement to the framework includes updates to the technical provisions, the computation of the BSCR and the BSCR adjustment framework.

Further, Athora has significant European operations, which expose it to volatile economic conditions and risks relating to European member countries and withdrawals thereof.

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

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

In

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

Several of the funds we manage may go into clawback.

There can be no assurance that we will not incur a clawback repayment obligation in the future.

The Former Managing Partners, Contributing Partners and certain current and former investment professionals have personally guaranteed, subject to certain limitations, general partner clawback obligations, and we have agreed to indemnify them for such amounts attributed to interests they previously contributed or sold to the Apollo Operating Group.

Similarly, any

See “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a discussion of our liquidity and sources and uses of liquidity, including information about legal and regulatory limits on the ability of our subsidiaries to pay dividends.

In any particular year, our subsidiaries’ capital ratios and/or statutory surplus amounts may increase or decrease depending on a variety of factors, some of which are outside of our control and some of which we can only partially control, including, but not limited to, the following:

- the amount of statutory income or loss generated by our insurance subsidiaries;

- the amount of additional capital our insurance subsidiaries must hold to support their business growth;

- changes in reserve requirements applicable to our insurance subsidiaries;

- changes in market value of certain securities in our investment portfolio;

- recognition of write-downs or other losses on investments held in the investment portfolio of our retirement services business;

- changes in the credit ratings of investments held in the investment portfolio of our retirement services business;

- changes in the value of certain derivative instruments;

- changes in interest rates;

- credit market volatility;

- changes in policyholder behavior;

- changes in corporate tax rates;

- changes to the RBC formulas and interpretations of the NAIC instructions with respect to RBC calculation methodologies; and

- changes to the ECR, Bermuda Solvency Capital Requirement (“BSCR”), or target capital level (“TCL”) formulas and interpretations of the BMA’s instructions with respect to ECR, BSCR, or TCL calculation methodologies.

procedures for the NAIC’s review of investments that are exempt from filing with the NAIC’s Securities Valuation Office, which could result in, among other things, the capital charge treatment of the investment being less favorable.

During the course of 2023, the BMA issued consultation papers, and received feedback from stakeholders, on certain proposed enhancements to Bermuda’s regulatory regime for commercial insurers.

The enhancements are aimed at ensuring that the regime continues to remain fit for purpose, in line with international standards and keeps pace with market developments.

In addition to potential enhancements to technical provisions and computation of the BSCR, the BMA is seeking to strengthen supervisory cooperation and exchange of information and increased publication of regulatory information to further develop good governance and risk management practices, transparency, and market discipline.

As at the end of 2023, draft rules and guidance notes were published for each commercial insurer class and insurance groups with the new requirements expected to come into force on March 31, 2024.

which take into account the terms of the relevant partnership or investment management agreement as well as the decisions of our allocations committees.

Our executive officers, investment professionals or other employees may acquire confidential or material non-public information and, as a result, they, we, the funds we manage and other clients may be restricted from initiating transactions in certain securities.

managed by us, with different terms (*i.e.*, longer duration) than the fund that originally acquired the portfolio investment, and provide limited partners with the option to monetize their investment with the fund at the time of such sale, or to roll all or a portion of their interest in the portfolio investment into a new vehicle.

This may present conflicts of interest.

Consequently, we may be subject to new, divergent, conflicting, increasingly severe regulations and restrictions on our business that could have a material adverse effect on our businesses, financial condition, results of operations, liquidity, cash flows and prospects.

In general, the Head of the IAIG is the uppermost entity to which obligations associated with an IAIG designation attach.

The IID further identified itself as the Group-Wide Supervisor for Apollo (in a distinct capacity from its role as supervisor for Athene).

Iowa has been effectively serving in this role for a significant period of time; this identification is a formal recognition of the IID’s existing supervisory relationship to Apollo.

shares.

of compliance and advice relating to our ability to efficiently fund, hold and realize investments, and could necessitate or increase the probability of some restructuring of our group or business operations.

Accordingly, our U.K.

The following discussion should be read in conjunction with Apollo Global Management, Inc.’s consolidated financial statements and the related notes as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

Risk Factors.” The highlights listed below have had significant effects on many items within our consolidated financial statements and affect the comparison of the current period’s activity with those of prior [removed: periods.][added: periods.]

As of December 31, [removed: 2023,] [added: 2024,] Apollo had a team of [removed: 4,879] [added: 5,108] employees, including [removed: 1,976] [added: 1,983] employees of Athene.

Our Asset Management segment focuses on [removed: three investing strategies: yield, hybrid] [added: credit] and [removed: equity.][added: equity investing strategies.]

As of December 31, [removed: 2023,] [added: 2024,] we had total AUM of [removed: $651] [added: $751] billion.

The [removed: yield, hybrid] [added: credit] and equity investing strategies of our Asset Management segment reflect the range of investment capabilities across our [removed: platform based on relative risk and return.][added: platform, from investment grade to private equity.]

[removed: Yield] [added: Credit] is our largest asset management strategy with [removed: $480] [added: $616] billion of AUM as of December 31, [removed: 2023.][added: 2024.]

Our [removed: yield] [added: credit] strategy [removed: focuses] [added: provides flexible, scaled and diverse capital solutions across the entire credit risk-return spectrum, with a focus] on generating excess returns through high-quality credit underwriting and origination.

Our equity strategy [removed: manages $108] [added: managed $135] billion of AUM as of December 31, [removed: 2023.][added: 2024.]

Apollo’s equity team has experience across sectors, industries, and geographies [removed: in both] [added: spanning its] private [removed: equity and] [added: equity, hybrid value, secondaries equity, AAA,] real estate [removed: equity.][added: equity, impact investing, infrastructure and clean transition equity strategies.]

We have consistently produced attractive long-term investment returns in the traditional private equity funds we manage, generating a 39% gross IRR and a 24% net IRR on a compound annual basis from inception through December 31, [removed: 2023.][added: 2024.]

Athene also offers funding agreements, which are comprised of funding agreements issued under its FABN [added: program, secured] and [removed: FABR programs,] [added: other] funding [added: agreements, funding] agreements issued to the FHLB and repurchase agreements with an original maturity exceeding one year.

][added: Chart.jpg](https://www.sec.gov/Archives/edgar/data/1858681/000185868125000034/apo-20241231_g3.jpg)]

Price fluctuations within equity, credit, [removed: commodity,] [added: commodity and] foreign exchange markets, as well as interest rates and global inflation, which may be volatile and mixed across geographies, can significantly impact the performance of our business, including, but not limited to, the valuation of investments, including those of the funds we manage, and related income we may recognize.

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

We carefully monitor economic and market conditions that could potentially give rise to global market volatility and affect our business operations, investment portfolios and derivatives, which [removed: includes] [added: include] global inflation.

[removed: The] U.S. [added: inflation eased in 2024 with the U.S.] Bureau of Labor Statistics [removed: reported] [added: reporting] that the annual U.S. inflation rate decreased to [removed: 3.4%] [added: 2.9%] as of December 31, [removed: 2023,] [added: 2024,] compared to [removed: 6.5%] [added: 3.4%] as of December 31, [removed: 2022, following action from the U.S. Federal Reserve to temper inflation.][added: 2023.]

In the U.S., the S&P 500 Index increased by [removed: 24.2%] [added: 23.3%] in [removed: 2023,] [added: 2024,] following [removed: a decrease] [added: an increase] of [removed: 19.4%] [added: 24.2%] in [removed: 2022.][added: 2023.]

Global equity markets [added: also] increased [removed: similarly] in [removed: 2023,] [added: 2024,] with the MSCI All Country World ex USA Index increasing by [removed: 18.6%,] [added: 5.3%,] following [removed: a decrease] [added: an increase] of [removed: 13.8%] [added: 18.6%] in [removed: 2022.][added: 2023.]

Credit markets were positive in [removed: 2023,] [added: 2024,] with the BofAML HY Master II Index increasing by [removed: 13.5%,] [added: 8.2%,] while the S&P/LSTA Leveraged Loan Index increased by [removed: 13.1%.][added: 8.7%.]

In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of [removed: 2.5%] [added: 2.8%] in [removed: 2023,] [added: 2024,] following an increase of [removed: 1.9%] [added: 2.9%] in [removed: 2022.][added: 2023.]

As of January [removed: 2024,] [added: 2025,] the International Monetary Fund estimated that the U.S. economy will expand by [removed: 2.1%] [added: 2.7%] in [removed: 2024] [added: 2025] and [removed: 1.7%] [added: 2.1%] in [removed: 2025.][added: 2026.]

The U.S. Bureau of Labor Statistics reported that the U.S. unemployment rate increased to [removed: 3.7%] [added: 4.1%] as of December 31, [removed: 2023,] [added: 2024,] compared to [removed: 3.5%] [added: 3.8%] as of December 31, [removed: 2022.][added: 2023.]

The U.S. dollar [removed: weakened] [added: strengthened] in [removed: 2023] [added: 2024] compared to the euro and the British pound.

Relative to the U.S. dollar, the euro [removed: appreciated 3.1%] [added: depreciated 6.2%] in [removed: 2023,] [added: 2024,] after [removed: depreciating 5.9%] [added: appreciating 3.1%] in [removed: 2022,] [added: 2023,] while the British pound [removed: appreciated 5.4%] [added: depreciated 1.7%] during [removed: 2023,] [added: 2024,] after [removed: depreciating 10.7%] [added: appreciating 5.4%] in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] the funds we manage have no investments that would cause Apollo or any Apollo managed fund to be in violation of current international sanctions, and we believe the direct exposure of investment portfolios of the funds we manage to Russia and Ukraine is insignificant.

[added: As of December 31, 2024, Athene’s net invested asset portfolio included $50.6 billion of floating rate] investments, or 20% of its net invested assets, and its net reserve liabilities included [removed: $17.7] [added: $33.6] billion of floating rate liabilities at notional, or [removed: 8%] [added: 13%] of its net invested assets, resulting in [removed: $24.8] [added: $17.0] billion of net floating rate assets, or [removed: 12%] [added: 7%] of its net invested assets.

See [removed: “Part II—Item] [added: “Item] 7A.

The following discussion of financial measures under U.S. GAAP is based on Apollo’s asset management business as of December 31, [removed: 2023.][added: 2024.]

Such amounts are presented as a reduction to advisory and transaction fees, net, in the consolidated statements of [removed: operations (see note 2 to our consolidated financial statements for more detail on advisory and transaction fees, net).][added: operations.]

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 43%] [added: 40%] of the value of the investments of the funds we manage, on a gross basis, was determined using market-based valuation methods (*i.e.*, reliance on broker or listed exchange quotes) and the remaining [removed: 57%] [added: 60%] was determined primarily by comparable company and industry multiples or discounted cash flow models.

[added: Risk] Factors—Risks Relating to Our Asset Management Business—*The performance of the funds we manage, and our performance, may be adversely affected by the financial performance of portfolio companies of the funds we manage and the industries in which the funds we manage invest”* for discussion regarding certain industry-specific risks that could affect the fair value of certain of the portfolio company investments of the funds we manage.

Additionally, certain of the [removed: yield and hybrid] [added: credit] funds we manage have various performance fee rates and hurdle rates.

Certain of the [removed: yield and hybrid] [added: credit] funds we manage allocate performance fees to the general partner in a similar manner as the equity funds.

In certain funds we manage, as long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s performance fees equate to its performance fee rate for that [removed: fund; thereafter, the Company participates in returns from the fund at the performance fee rate.]

| | | | As of December 31, | | | | | | | | | | | | | | | | | | Performance Fees for the Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | Performance Fees for the Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | Performance Fees for the Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | |

| 1 As of December 31, [removed: 2023,] [added: 2024,] certain funds had [removed: $174.0] [added: $213] million in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations was $2.1 billion as of December 31, [removed: 2023.] [added: 2024.] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2 As of December 31, [removed: 2023,] [added: 2024,] the remaining investments and escrow cash of Fund VIII [removed: and Fund VII were] [added: was] valued at [removed: 105% and 113%] [added: 86%] of the fund’s unreturned capital, [removed: respectively,] which [removed: were] [added: was] below the required escrow ratio of 115%. As a result, the [removed: funds are] [added: fund is] required to place in escrow current and future performance fee distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of December 31, [removed: 2023,] [added: 2024,] Fund VIII [removed: and Fund VII] had [removed: $67.5 million and $71.2] [added: $138] million of gross performance [removed: fees, respectively,] [added: fees] or [removed: $37.0 million and $40.6] [added: $80] million net of profit sharing, [removed: respectively,] in escrow. With respect to Fund [removed: VIII and Fund VII,] [added: VIII,] realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per the [removed: funds’] [added: fund’s] partnership [removed: agreements.] [added: agreement.] Performance fees receivable as of December 31, [removed: 2023] [added: 2024] and realized performance fees for the year ended December 31, [removed: 2023] [added: 2024] include interest earned on escrow balances that is not subject to contingent repayment. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4 There was a corresponding profit sharing payable of [removed: $1.6] [added: $1.8] billion as of December 31, [removed: 2023,] [added: 2024,] including profit sharing payable related to amounts in escrow and contingent consideration obligations of [removed: $67.1] [added: $67] million. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Credit

Our credit strategy spans third-party strategies and Apollo’s retirement services business across four main investment pillars: direct origination, asset-backed, multi credit and opportunistic credit.

Across our equity strategy, we maintain our focus on creative structuring and sourcing while working with the management teams of the portfolio companies of the Apollo-managed funds to help transform and grow their businesses.

Our flexible mandate and purchase price discipline allow us to embrace complexity and seek attractive outcomes for our stakeholders.

The U.S. Federal Reserve finished the year with a benchmark interest rate target range of 4.25% to 4.50%, marking the second sequential quarter with a significant cut in rates since the COVID-19 pandemic.

Equity market performance was strong in 2024.

Oil finished 2024 in line with 2023, increasing 0.1% from 2023.

Medium and long-term rates increased in 2024, with the U.S. 10-year Treasury yield at 4.58% as of December 31, 2024 compared to 3.88% as of December 31, 2023.

Short-term rates decreased in 2024, with the 3-month secured overnight financing rate at 4.31% as of December 31, 2024 compared to 5.33% as of December 31, 2023.

Athene manages its interest rate risk in a declining rate environment through hedging activity or the issuance of additional floating rate liabilities to lower its overall net floating rate position.

Athene’s funding agreements, other investment-type products, immediate annuities, pension group annuity obligations and life contracts provide little to no discretionary ability to change the rates of interest payable to the respective policyholder or institution.

See note 2 to our consolidated financial statements for more detail on advisory and transaction fees, net.

fund; thereafter, the Company participates in returns from the fund at the performance fee rate.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Accord and Accord+ Funds | | | $ | 93 | | | | | $ | 59 | | | | | | | | | | | | | | | | | | | | | | | $ | 34 | | | | | $ | 20 | | | | | $ | 54 | | | | | $ | 59 | | | | | $ | — | | | | | $ | 59 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| AIOF I and II | | | 57 | | | | | | 18 | | | | | | | | | | | | | | | | | | | | | | | | 39 | | | | | | — | | | | | | 39 | | | | | | 8 | | | | | | 5 | | | | | | 13 | | | | | | (5) | | | | | | 27 | | | | | | 22 | | |

| ANRP I, II and III1 | | | 48 | | | | | | 47 | | | | | | | | | | | | | | | | | | | | | | | | 36 | | | | | | 25 | | | | | | 61 | | | | | | (12) | | | | | | 2 | | | | | | (10) | | | | | | (66) | | | | | | 3 | | | | | | (63) | | |

| Athora | | | 84 | | | | | | 100 | | | | | | | | | | | | | | | | | | | | | | | | (15) | | | | | | — | | | | | | (15) | | | | | | (18) | | | | | | — | | | | | | (18) | | | | | | 40 | | | | | | — | | | | | | 40 | | |

| Credit Strategies | | | 113 | | | | | | 87 | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | 112 | | | | | | 113 | | | | | | 4 | | | | | | 83 | | | | | | 87 | | | | | | (4) | | | | | | 4 | | | | | | — | | |

| EPF Funds1 | | | 21 | | | | | | 15 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 19 | | | | | | 19 | | | | | | (121) | | | | | | 34 | | | | | | (87) | | | | | | (79) | | | | | | 48 | | | | | | (31) | | |

| FCI Funds | | | 109 | | | | | | 86 | | | | | | | | | | | | | | | | | | | | | | | | 23 | | | | | | — | | | | | | 23 | | | | | | 10 | | | | | | — | | | | | | 10 | | | | | | (1) | | | | | | — | | | | | | (1) | | |

| Freedom Parent Holdings | | | 40 | | | | | | 63 | | | | | | | | | | | | | | | | | | | | | | | | (53) | | | | | | 117 | | | | | | 64 | | | | | | 63 | | | | | | — | | | | | | 63 | | | | | | — | | | | | | — | | | | | | — | | |

| Fund X | | | 199 | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | 198 | | | | | | — | | | | | | 198 | | | | | | 1 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |

| Fund IX | | | 1,597 | | | | | | 1,714 | | | | | | | | | | | | | | | | | | | | | | | | (117) | | | | | | 419 | | | | | | 302 | | | | | | 453 | | | | | | 288 | | | | | | 741 | | | | | | 494 | | | | | | 200 | | | | | | 694 | | |

| Fund VIII2 | | | 23 | | | | | | 111 | | | | | | | | | | | | | | | | | | | | | | | | (158) | | | | | | 4 | | | | | | (154) | | | | | | (259) | | | | | | 118 | | | | | | (141) | | | | | | (357) | | | | | | 22 | | | | | | (335) | | |

| HVF I | | | 60 | | | | | | 45 | | | | | | | | | | | | | | | | | | | | | | | | 15 | | | | | | 9 | | | | | | 24 | | | | | | 1 | | | | | | 41 | | | | | | 42 | | | | | | (62) | | | | | | 116 | | | | | | 54 | | |

| HVF II | | | 168 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 168 | | | | | | — | | | | | | 168 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| MidCap Financial | | | 43 | | | | | | 38 | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | 38 | | | | | | 43 | | | | | | (143) | | | | | | 57 | | | | | | (86) | | | | | | 36 | | | | | | 19 | | | | | | 55 | | |

| Redding Ridge Holdings | | | 164 | | | | | | 118 | | | | | | | | | | | | | | | | | | | | | | | | 45 | | | | | | 35 | | | | | | 80 | | | | | | 27 | | | | | | 34 | | | | | | 61 | | | | | | (8) | | | | | | 23 | | | | | | 15 | | |

| Other1,3 | | | 617 | | | | | | 521 | | | | | | | | | | | | | | | | | | | | | | | | 69 | | | | | | 294 | | | | | | 363 | | | | | | 31 | | | | | | 230 | | | | | | 261 | | | | | | 49 | | | | | | 158 | | | | | | 207 | | |

| Total | | | $ | 3,467 | | | | | $ | 3,072 | | | | | | | | | | | | | | | | | | | | | | | $ | 264 | | | | | $ | 1,128 | | | | | $ | 1,392 | | | | | $ | 118 | | | | | $ | 888 | | | | | $ | 1,006 | | | | | $ | (2) | | | | | $ | 667 | | | | | $ | 665 | |

| Total, net of profit sharing payable4/expense | | | $ | 1,684 | | | | | $ | 1,507 | | | | | | | | | | | | | | | | | | | | | | | $ | 118 | | | | | $ | 516 | | | | | $ | 634 | | | | | $ | (54) | | | | | $ | 335 | | | | | $ | 281 | | | | | $ | (17) | | | | | $ | 130 | | | | | $ | 113 | |

| Accord and Accord+ Funds | | | 93 | | | | | | 47 | | | | | | 140 | | | | | | — | | | | | | 93 | | |

| AIOF I and II | | | 57 | | | | | | 63 | | | | | | 120 | | | | | | — | | | | | | 80 | | |

| ANRP I, II and III | | | 48 | | | | | | 186 | | | | | | 234 | | | | | | 12 | | | | | | 94 | | |

| Athora | | | 84 | | | | | | — | | | | | | 84 | | | | | | — | | | | | | 84 | | |

| Credit Strategies | | | 113 | | | | | | 373 | | | | | | 486 | | | | | | — | | | | | | 106 | | |

| EPF Funds | | | 21 | | | | | | 527 | | | | | | 548 | | | | | | 110 | | | | | | 35 | | |

| FCI Funds | | | 109 | | | | | | 24 | | | | | | 133 | | | | | | — | | | | | | 109 | | |

| Freedom Parent Holdings | | | 40 | | | | | | 87 | | | | | | 127 | | | | | | — | | | | | | 10 | | |

Target returns included in this report are presented gross and do not account for fees, expenses and taxes, which will reduce returns.

Target returns are neither guarantees nor predictions or projections of future performance.

There can be no assurance that target returns will be achieved or that Apollo will be successful in implementing the applicable strategy.

Actual gross and net returns for funds managed by Apollo, and individual investors participating directly or indirectly in funds managed by Apollo, may vary significantly from the target returns set forth herein.

Yield

Within our yield strategy, we target 4% to 10% returns for our clients.

Since inception, the total return yield fund has generated a 6% gross ROE and a 5% net ROE annualized through December 31, 2023.

Hybrid

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

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

classes.

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

Our equity strategy emphasizes flexibility, complexity, and purchase price discipline to drive opportunistic-like returns for our clients throughout market cycles.

Our control equity transactions are principally buyouts, corporate carveouts and distressed investments, while the real estate funds we manage generally transact in single asset, portfolio and platform acquisitions.

Within our equity strategy, we target returns above 15% in the funds we manage.

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

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

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

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

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

Risk Factors” in this report.

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

The heightened U.S. inflation rate persists due to a combination of supply and demand factors.

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

Equity market performance rallied in 2023.

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

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

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

The U.S. 2-year and 10-year Treasury yield curves remain inverted.

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

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

Risk

| AIOF I and II | | | $ | 18.4 | | | | | $ | 10.7 | | | | | | | | | | | | | | | | | | | | | | | $ | 7.6 | | | | | $ | 4.6 | | | | | $ | 12.2 | | | | | $ | (5.3) | | | | | $ | 26.8 | | | | | $ | 21.5 | | | | | $ | 3.2 | | | | | $ | 16.1 | | | | | $ | 19.3 | |

| ANRP I, II and III1 | | | 46.9 | | | | | | 33.5 | | | | | | | | | | | | | | | | | | | | | | | | (11.7) | | | | | | 1.7 | | | | | | (10.0) | | | | | | (66.0) | | | | | | 2.7 | | | | | | (63.3) | | | | | | 109.9 | | | | | | 51.8 | | | | | | 161.7 | | |

| EPF Funds1 | | | 14.9 | | | | | | 71.4 | | | | | | | | | | | | | | | | | | | | | | | | (121.2) | | | | | | 34.0 | | | | | | (87.2) | | | | | | (79.0) | | | | | | 47.5 | | | | | | (31.5) | | | | | | 57.3 | | | | | | 44.7 | | | | | | 102.0 | | |

| FCI Funds | | | 147.8 | | | | | | 138.1 | | | | | | | | | | | | | | | | | | | | | | | | 9.6 | | | | | | — | | | | | | 9.6 | | | | | | (1.2) | | | | | | — | | | | | | (1.2) | | | | | | 66.6 | | | | | | — | | | | | | 66.6 | | |

| Fund IX | | | 1,714.4 | | | | | | 1,261.8 | | | | | | | | | | | | | | | | | | | | | | | | 452.6 | | | | | | 288.5 | | | | | | 741.1 | | | | | | 493.6 | | | | | | 200.3 | | | | | | 693.9 | | | | | | 614.4 | | | | | | 389.1 | | | | | | 1,003.5 | | |

| Fund VIII2 | | | 110.7 | | | | | | 369.2 | | | | | | | | | | | | | | | | | | | | | | | | (258.8) | | | | | | 118.5 | | | | | | (140.3) | | | | | | (357.0) | | | | | | 22.0 | | | | | | (335.0) | | | | | | (74.2) | | | | | | 671.6 | | | | | | 597.4 | | |

| Fund VII2 | | | 26.7 | | | | | | 39.8 | | | | | | | | | | | | | | | | | | | | | | | | (13.2) | | | | | | 18.2 | | | | | | 5.0 | | | | | | (37.7) | | | | | | 44.4 | | | | | | 6.7 | | | | | | 182.3 | | | | | | 49.4 | | | | | | 231.7 | | |

| Fund VI | | | 22.5 | | | | | | 17.7 | | | | | | | | | | | | | | | | | | | | | | | | (3.3) | | | | | | 8.1 | | | | | | 4.8 | | | | | | (1.3) | | | | | | 2.7 | | | | | | 1.4 | | | | | | (1.6) | | | | | | — | | | | | | (1.6) | | |

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

The AGRC is chaired by a Co-President of AAM and includes other members of senior [added: management of Apollo’s asset management business.]

The risk management team at Athene consists of eight teams: Business and Operational Risk, ALM, Regulatory and Risk Analytics, [removed: Derivative Governance &] Risk [removed: Policy,] [added: Policy and] Derivatives [added: Risk, Derivatives] and Structured Solutions, Asset Risk Management, Strategic [removed: &] [added: and] Emerging Risk and Risk Operations [removed: &] [added: and] Change Management.

Management fees could be impacted by changes in market risk factors, including (i) changes in invested capital or in market values to below cost, due to which management could consider an investment permanently impaired, in the case of certain funds or (ii) changes in gross or net asset value, for the [removed: yield] [added: credit] funds.

*Impact on Advisory and Transaction Fees—*We earn transaction fees relating to certain [removed: yield, hybrid] [added: credit] and equity transactions and may obtain reimbursement for certain out-of-pocket expenses incurred.

Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in [removed: yield, hybrid,] [added: credit] and equity transactions or impair our ability to consummate such transactions.

There are more than 1,000 investors in Apollo’s active [removed: yield, hybrid,] [added: credit] and equity funds, and no individual investor accounts for more than 10% of the total committed capital to Apollo’s active funds.

As of December 31, [removed: 2023,] [added: 2024,] we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

In addition to credit-risk exposures from its investment portfolio, Athene is also exposed to credit risk from its counterparty exposures [removed: from its] [added: related to] derivative hedging and reinsurance activities.

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

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

Athene has a strong preference for alternative investments that have some or all of the following characteristics, among others: (1) investments [removed: that constitute a direct investment or an investment in a fund] with [removed: a high degree of co-investment; (2) investments with] credit- or debt-like characteristics (for example, a stipulated maturity and par value), or alternatively, investments with reduced volatility when compared to pure equity; or [removed: (3)] [added: (2)] investments that Athene believes have less downside risk.

It attempts to hedge completely the currency risk arising on its [removed: balance sheet.][added: statement of financial condition.]

In the event that interest rates were to increase by one percentage point, we estimate that management fees earned that were dependent upon estimated fair value would decrease by approximately $21 million and [removed: $18] [added: $21] million during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

In the event that credit spreads were to increase by one percentage point, we estimate that management fees earned that were dependent upon estimated fair value would decrease by approximately [removed: $22] [added: $21] million and $22 million during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We estimate for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in the following declines in management fees and investment income (loss):

| | | | Years ended December 31, | | | | | | | | | [added: | | |]

| *(In millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | [added: | | |]

| Management fees | | | $ | [removed: 24] [added: 29] | | | | | $ | [removed: 21] [added: 24] | | [added: | | |]

| Investment income (loss) | | | [removed: 1] [added: 3] | | | [added: | | |] 1 | | | [removed: 9] [added: 1] | | |

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

We also quantify the Level 3 investments that are included on our consolidated statements of financial condition by valuation methodology in note [removed: 8] [added: 7] to the consolidated financial statements.

Management fees earned that were dependent upon estimated fair value during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] would decrease by approximately [removed: $58] [added: $75] million and [removed: $51] [added: $58] million, respectively, if the fair values of the investments held by such funds were 10% lower during the same respective periods.

Management fees for equity [removed: and certain hybrid] funds we manage are generally charged on either (a) a fixed percentage of committed capital over a stated investment period or (b) a fixed percentage of invested capital of unrealized portfolio investments.

We anticipate that a 10% decline in the fair values of investments held by all of the funds we manage would decrease performance allocations by approximately [removed: $1.2] [added: $1.9] billion and [removed: $1.1] [added: $1.2] billion at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We anticipate that a 10% decline in the fair value of investments at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] would result in an approximate [removed: $247] [added: $230] million and [removed: $235] [added: $247] million decrease in principal investment income and net gains (losses) from investment activities in our consolidated financial statements, respectively.

Assuming all other factors are constant, if there was an immediate parallel increase in interest rates of 100 basis points from levels as of December 31, [removed: 2023,] [added: 2024,] Athene estimates a net decrease to its point-in-time income (loss) before income tax (provision) benefit from changes in the fair value of these financial instruments of [removed: $2.5] [added: $3.0] billion, net of offsets.

If there was a similar parallel increase in interest rates from levels as of December 31, [removed: 2022,] [added: 2023,] Athene estimates a net decrease to its point-in-time income (loss) before income tax (provision) benefit from changes in the fair value of these financial instruments of [removed: $2.1] [added: $2.5] billion, net of offsets.

The increase in sensitivity to point-in-time pre-tax income from changes in the fair value of these financial instruments as of December 31, [removed: 2023,] [added: 2024,] when compared to December 31, [removed: 2022,] [added: 2023,] was primarily driven by the [removed: significant] growth experienced in [removed: 2023.][added: 2024.]

Assuming a 25 basis point increase in interest rates that persists for a 12-month period, the estimated impact to spread related earnings due to the change in net investment spread from floating rate assets and liabilities would be an increase of approximately [removed: $45] [added: $30] – [removed: $55] [added: $40] million, and a 25 basis point decrease would generally result in a similar decrease.

This is calculated without regard to future changes to [removed: assumptions.][added: assumptions and excludes the impact of rate changes on cash and cash equivalents.]

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

[added: However, changes in interest rates that impact the cost of the projected] GLWB and GMDB rider benefits, included within Athene’s market risk benefit reserve, are amortized within cost of funds in spread related earnings over the life of the business.

Assuming a parallel increase in interest rates of 25 basis points, the estimated impact to spread related earnings over a 12-month period related to market risk benefits would be an increase of approximately [removed: $20] [added: $30] – [removed: $40] [added: $50] million, and a parallel decrease in interest rates of 25 basis points would generally result in a similar decrease.

See above for a discussion regarding the estimated impact on income (loss) before income tax (provision) benefit of an immediate, parallel increase in interest rates of 100 basis points from levels as of December 31, [removed: 2023,] [added: 2024,] which discussion encompasses the impact of such an increase on certain of the adjustment items.

Assuming all other factors are constant, if there was a decline in public equity market prices of 10% as of December 31, [removed: 2023,] [added: 2024,] Athene estimates a net decrease to its point-in-time income (loss) before income tax (provision) benefit from changes in the fair value of these financial instruments of [removed: $538] [added: $617] million.

As of December 31, [removed: 2022,] [added: 2023,] Athene estimates that a decline in public equity market prices of 10% would cause a net decrease to its point-in-time income (loss) before income tax (provision) benefit from changes in the fair value of these financial instruments of [removed: $312] [added: $538] million.

The increase in sensitivity to point-in-time [removed: pre-tax] income [added: (loss) before income tax (provision) benefit] from changes in the fair value of these financial instruments as of December 31, [removed: 2023,] [added: 2024,] when compared to December 31, [removed: 2022,] [added: 2023,] is primarily driven by equity market performance during the year, which has resulted in more equity exposure to public equity market price declines.

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

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

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

As of December 31, 2024 the balance in cash and cash equivalents plus restricted cash, net investment payables and receivables, reinsurance impacts and the net derivative collateral offsetting the related cash positions, was $6.8 billion, net of the amount attributable to the non-controlling interests.

The decrease in sensitivity to spread related earnings due to the change in net investment spread from floating rate assets and liabilities as of December 31, 2024, when compared to December 31, 2023, was

driven by the decrease in Athene’s net floating rate position related to hedging actions as well as additional issuances of floating rate funding agreements in 2024.

management of Apollo’s asset management business.

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

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

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

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

| | | | [Regulatory and Compliance [removed: Matters](#i0acdc05f068249c4bc23cfbdfe6eaa16_382)] [added: Matters](#iae235f15d4dc4934af946424d69e7944_478)] | | | | | | [removed: [26](#i0acdc05f068249c4bc23cfbdfe6eaa16_382)] [added: [24](#iae235f15d4dc4934af946424d69e7944_478)] | | |

Our Asset Management segment focuses on [removed: three investing strategies: yield, hybrid] [added: credit] and [removed: equity.][added: equity investing strategies.]

As of December 31, [removed: 2023,] [added: 2024,] we had total AUM of [removed: $650.8] [added: $751.0] billion.

Our Asset Management segment had a team of [removed: 2,903] [added: 3,125] employees as of December 31, [removed: 2023,] [added: 2024,] with offices throughout the world.

[removed: Yield] [added: Credit] is our largest asset management strategy with [removed: $480.5] [added: $616.4] billion of AUM as of December 31, [removed: 2023.][added: 2024.]

Our [removed: yield] [added: credit] strategy focuses on generating excess returns through high-quality credit underwriting and origination.

Beyond participation in the traditional issuance and secondary credit markets, through our [removed: affiliated] origination platforms and corporate solutions capabilities we seek to originate attractive and safe-yielding assets for the investors in the funds we manage.

The investment portfolios of the [removed: yield-oriented] [added: credit-oriented] funds Apollo manages include several asset classes, as described below:

- [removed: *Corporate Credit* ($87.1] [added: *Multi-Credit* ($25.2] billion of AUM), [removed: which includes] [added: targets investment grade and high yield] performing [removed: credit investments,] [added: credit,] including income-oriented, senior loan and bond [removed: investments involving issuers primarily domiciled in the U.S. and in Europe] [added: corporate credit] as well as [removed: investment grade] asset-backed [removed: securities;][added: finance investments.]

[removed: - *Infrastructure] [added: *•Infrastructure] Equity* [removed: ($6.2] [added: ($13.6] billion of AUM), which refers to the investment strategy of certain funds managed by Apollo that focus on investing in a broad range of infrastructure assets, including [removed: communications, midstream energy, power and renewables,] [added: digital infrastructure, energy transition, transportation/logistics,] and [removed: transportation related assets.][added: sustainable living.]

Our equity strategy represents [removed: $107.9] [added: $134.7] billion of AUM as of December 31, [removed: 2023.][added: 2024.]

Apollo’s equity team has experience across sectors, industries, and geographies [removed: in both] [added: spanning its] private [removed: equity and] [added: equity, hybrid value, secondaries equity, AAA,] real estate [removed: equity.][added: equity, impact investing, infrastructure and clean transition equity strategies.]

We have consistently produced attractive long-term investment returns in the traditional private equity funds we manage, generating a 39% gross IRR and a 24% net IRR on a compound annual basis from inception through December 31, [removed: 2023.][added: 2024.]

- [removed: *Flagship] [added: *Corporate] Private Equity* [removed: ($76.7] [added: ($76.8] billion of AUM)*,* which refers to our investment strategy focused on creating investment opportunities with attractive risk-adjusted returns across industries and geographies and throughout market cycles, utilizing our value-oriented investment approach.

Through this strategy, we seek to build portfolios of investments that are created at meaningful discounts to comparable market [removed: multiples of adjusted cash flow,] [added: multiples,] thereby resulting in what we believe are portfolios focused on capital preservation.

The transactions in this strategy include opportunistic buyouts, corporate carveouts and [removed: distressed] [added: deleveraging] investments.

[removed: Included within flagship private equity are assets related to our impact investment strategy, which] [added: Secondaries offers a comprehensive set of secondary and liquidity solutions while Impact] pursues private equity-like [removed: investment] opportunities [removed: with the intention of] [added: that aim to generate attractive risk-adjusted returns while also] generating [removed: a] positive, [removed: measurable,] [added: measurable] social and/or environmental [removed: impact while also seeking to generate attractive risk-adjusted returns.][added: impact;]

- *Real Estate Equity* [removed: ($5.9] [added: ($16.6] billion of AUM), which refers to our [added: real estate income strategies encompassing core plus and net lease investments in the non-traded REIT and public and private real estate funds we manage, as well as our] value add and opportunistic [removed: investment] [added: investments] strategies that target investments in real estate [removed: and real estate-related] assets, portfolios and platforms [removed: located across various real estate asset classes] in regionally focused private funds in both the United States and [removed: Asia.][added: Asia; and]

Included within our investing strategies above is [removed: $378.3] [added: $446.5] billion of perpetual capital, out of the [removed: $650.8] [added: $751.0] billion of AUM as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] perpetual capital includes, without limitation, certain assets in our [removed: yield] [added: credit] strategy, including assets relating to publicly traded and non-traded vehicles, certain origination platform assets and assets managed for certain of our retirement services clients.

[added: As of] December 31, [removed: 2023,] [added: 2024,] Apollo managed or advised [removed: $278.3] [added: $331.5] billion of AUM, of which [removed: $277.5] [added: $325.7] billion was Fee-Generating AUM, in accounts owned by or related to Athene (“Athene Accounts”).

As of December 31, [removed: 2023,] [added: 2024,] Apollo, through its subsidiaries, managed or advised [removed: $49.9] [added: $52.4] billion of AUM and [removed: $48.0] [added: $50.5] billion of Fee-Generating AUM in Athora Accounts.

See note [removed: 19] [added: 18] to our consolidated financial statements for details regarding the fee arrangements between the Company and Athora.

We refer to these assets collectively as “Athora Non-Sub-Advised Assets.” Our AUM within the Athora Non-Sub-Advised category totaled [removed: $28.8] [added: $32.4] billion as of December 31, [removed: 2023,] [added: 2024,] of which [removed: $26.9] [added: $30.6] billion was Fee-Generating AUM.

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

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

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

We raise private capital from prominent institutional investors, [added: including public] and [added: private pension funds, sovereign wealth funds, endowments and foundations, private wealth platforms, family offices, high net worth individuals, and other institutional investors, and] from public market investors, as in the case of [removed: MFIC, AFT, AIF] [added: MFIC] and ARI.

In our equity strategy and certain funds in our [removed: hybrid] [added: credit] strategy, fundraising activities for new funds begin once the investor capital commitments for the current fund are largely invested or committed to be invested.

In addition, many of our investment professionals commit their own capital to each [removed: flagship] [added: corporate private] equity fund.

We maintain a rigorous investment process for [removed: yield, hybrid,] [added: credit] and equity investments, and have in place procedures to allocate investment opportunities among the funds we manage.

We have professionals responsible for selecting, evaluating, structuring, performing due diligence on, negotiating, executing, monitoring and exiting investments for our traditional equity [removed: funds, and yield] [added: funds] and [removed: hybrid] [added: credit] funds we manage, respectively, as well as for pursuing operational improvements in the funds’ portfolio companies through management consulting arrangements in case of equity funds.

Our hedge fund style [removed: yield] [added: credit] funds, generally structured as limited partnerships with customary redemption rights, continuously offer and sell shares or limited partner interests via private placements through monthly subscriptions, which are payable in full upon a fund’s acceptance of an investor’s subscription.

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

Allocation of profits between fund investors and us, and the amount of the preferred return, among other provisions, varies for [removed: hybrid funds as well as many yield] [added: credit] funds.

Our aim has been to build value in the portfolio companies of the [removed: hybrid] [added: credit] and equity funds we manage.

[removed: These] [added: For example, these] portfolio companies [added: may] seek to capture discounts on publicly traded debt securities through exchange offers and potential debt buybacks.

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

As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of December 31, [removed: 2023] [added: 2024] of [removed: $627] [added: $564] million.

As of December 31, [removed: 2023,] [added: 2024,] Athene had [removed: 1,976] [added: 1,983] employees.

| | | | [Overview](#iae235f15d4dc4934af946424d69e7944_418) | | | | | | [12](#iae235f15d4dc4934af946424d69e7944_418) | | |

| | | | [Our Businesses](#iae235f15d4dc4934af946424d69e7944_421) | | | | | | [12](#iae235f15d4dc4934af946424d69e7944_421) | | |

| | | | [Asset Management](#iae235f15d4dc4934af946424d69e7944_424) | | | | | | [12](#iae235f15d4dc4934af946424d69e7944_424) | | |

| | | | [Retirement Services](#iae235f15d4dc4934af946424d69e7944_448) | | | | | | [16](#iae235f15d4dc4934af946424d69e7944_448) | | |

| | | | [Principal Investing](#iae235f15d4dc4934af946424d69e7944_466) | | | | | | [21](#iae235f15d4dc4934af946424d69e7944_466) | | |

| | | | [Competition](#iae235f15d4dc4934af946424d69e7944_469) | | | | | | [22](#iae235f15d4dc4934af946424d69e7944_469) | | |

| | | | [Human Capital](#iae235f15d4dc4934af946424d69e7944_472) | | | | | | [23](#iae235f15d4dc4934af946424d69e7944_472) | | |

| | | | [Sustainable Investing and Corporate Responsibility](#iae235f15d4dc4934af946424d69e7944_475) | | | | | | [24](#iae235f15d4dc4934af946424d69e7944_475) | | |

| | | | [Available Information](#iae235f15d4dc4934af946424d69e7944_481) | | | | | | [30](#iae235f15d4dc4934af946424d69e7944_481) | | |

Credit

Our credit strategy spans third-party strategies and Apollo’s retirement services business across four main investment pillars: direct origination, asset-backed finance, opportunistic credit and multi-credit.

- *Direct Origination* ($251.3 billion of AUM), includes large corporate direct origination, middle-market direct lending, and investment grade and performing credit mandates across managed accounts and CLOs.

Apollo’s direct origination platform is built to offer companies a variety of financing solutions across investment grade and below investment grade, and public and private markets.

The strategy is focused on first lien senior secured investments and is diversified across fixed and floating rate issuance, issuer type and sector;

- *Asset-Backed Finance* ($229.1 billion of AUM), includes instruments that are supported first by the contractual cash flows of a pool of assets, and second by the liquidation value of those assets.

Asset-backed finance encompasses diverse credit types, such as mortgages, consumer credit, receivables, aircraft lending, and inventory finance, in both whole loan and bond format across the capital structure;

- *Opportunistic Credit* ($40.3 billion of AUM), seeks to optimize both near- and longer-term relative value across market cycles by capitalizing on investment opportunities across the credit spectrum, spanning private and public markets as well as corporate and asset-backed credit.

Using a flexible approach, the objective of the opportunistic credit strategy is to identify market inefficiencies and unique opportunities to generate excess returns; and

The multi-credit strategy allocates capital across both public and private markets, seeking to generate enhanced yield and attractive risk-adjusted returns while prioritizing downside protection.

Across our equity strategy, we focus on creative structuring and sourcing while working with the management teams of the portfolio companies of Apollo managed funds to help transform and grow their businesses.

Our flexible mandate and purchase price discipline allow us to embrace complexity and seek attractive outcomes for our stakeholders.

Corporate Private Equity also includes our secondaries equity (“Secondaries”) and impact investing (“Impact”) strategies.

- *Hybrid Value* ($14.7 billion of AUM), which refers to our strategy that focuses on investments that share features with both private credit and traditional private equity investments.

Hybrid Value offers creative, partnership-driven

solutions to counterparties seeking to fund growth initiatives, acquisitions, liquidity events for shareholders and balance sheet deleveraging.

By employing a comprehensive and flexible investment approach, the hybrid value strategy aims to generate equity-like returns with credit-like downside protection across market cycles;

- *AAA* ($19.5 billion of AUM), which offers investors access to Apollo’s flagship private market strategy in a perpetual capital, semi-liquid structure.

The strategy seeks to deliver equity-like returns with lower risk and more downside protection than both public equity and traditional private equity buyout strategies.

AAA’s portfolio encompasses several investment strategies, such as core private equity, structured equity, traditional private equity, private credit, secondaries, and real assets;

Infrastructure Equity also includes the legacy natural resources private equity funds we manage, as well as our clean transition equity strategy, which is our dedicated energy transition and decarbonization-focused private equity strategy that invests in energy transition, sustainable mobility, industrial decarbonization and sustainable resource use.

Athene manages its interest rate risk in a declining rate environment through hedging activity or the issuance of additional floating rate liabilities to lower its overall net floating rate position.

through its ownership of the origination platform and/or securitizations of assets originated by the origination platform, and (2) our asset management team’s extensive network of direct relationships with predominantly investment-grade counterparties.

In addition to the funding agreements issued to special-purpose unaffiliated trusts or other unaffiliated entities, Athene engages in direct issuances with various institutions.

securities posted and prepayment penalties.

As of December 31, 2024, Athene estimates that it had approximately $8.8 billion in capital available to deploy, consisting of approximately $2.0 billion in excess equity capital, $3.3 billion in untapped leverage capacity (assuming an adjusted leverage ratio of not more than 30%, subject to maintaining a sufficient level of capital required to maintain Athene’s desired financial strength ratings from rating agencies), and $3.5 billion in available undrawn capital at ACRA.

Effective October 1, 2024, ACRA 2 repurchased a portion of its shares held by ALRe, which increased ADIP II’s ownership of economic interests in ACRA 2 to 63%, with ALRe owning the remaining 37% of the economic interests.

Athene experiences competition in the fixed annuity market from all traditional carriers and new entrants.

companies and financial institutions and as the already substantial consolidation in the financial services industry continues.

Apollo is committed to championing opportunity and fostering a culture of excellence where everyone has an opportunity to thrive.

We make talent decisions based on the qualities necessary to succeed in our modern high-performance workplace, focusing on skills, experience, and performance that drive results, rather than demographic characteristics or preferences.

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

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

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

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

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

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

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

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

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

Yield

Within our yield strategy, we target 4% to 10% returns for our clients.

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

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

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

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

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

Hybrid

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

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

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

The investing strategies and asset classes within our hybrid strategy are described below:

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

The investment portfolios of these funds include credit investments in a broad array of primary and secondary opportunities encompassing stressed and distressed public and private securities, including senior loans (secured and unsecured), large corporate investment grade loan origination and structured capital solutions, high yield, mezzanine, derivative securities, debtor in possession financings, rescue or bridge financings, and other debt investments.

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

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

Our hybrid real estate strategy consists of public and private funds that focus on investing in substantially stabilized commercial real estate properties across property types and geographies, both in the United States and in Europe.

Our equity strategy emphasizes flexibility, complexity, and purchase price discipline to drive opportunistic-like returns for our clients throughout market cycles.

Our control equity transactions are principally buyouts, corporate carveouts and distressed investments, while the real estate funds we manage generally transact in single asset, portfolio and platform acquisitions.

Within our equity strategy, we target returns above 15% in the funds we manage.

After their acquisition by an Apollo-managed fund, Apollo works with the portfolio companies of the funds it manages to seek to accelerate growth and execute a value creation strategy.

The impact investment strategy targets investment opportunities across five core impact-aligned investment themes: (i) economic opportunity, (ii) education; (iii) health, safety and wellness; (iv) industry 4.0; and (v) climate and sustainability.

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

Certain of the European Principal Finance vehicles we manage also own captive pan-European financial institutions, loan servicing and property management platforms that perform banking and lending activities and manage and service consumer credit receivables and loans secured by commercial and residential properties.

As of

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

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

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

The general partner’s capital

Because Athene maintains discipline in

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

See a summary of the Company’s legal proceedings set forth in note [removed: 20] [added: 19] to our consolidated financial statements, which is incorporated by reference herein.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023] [added: 2024] OR

[removed: ][added: ]

The aggregate market value of the common stock of the registrant held by non-affiliates as of June 30, [removed: 2023] [added: 2024] was approximately [removed: $30,663,494,049.][added: $48,057,705,400.]

As of February [removed: 23, 2024,] [added: 19, 2025,] there were [removed: 568,161,277] [added: 570,480,465] shares of the registrant’s common stock outstanding.

Portions of the registrant’s proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described therein.

| Item 1A. | | | [Risk [removed: Factors](#i0acdc05f068249c4bc23cfbdfe6eaa16_394)] [added: Factors](#iae235f15d4dc4934af946424d69e7944_289)] | | | [removed: [33](#i0acdc05f068249c4bc23cfbdfe6eaa16_394)] [added: [31](#iae235f15d4dc4934af946424d69e7944_289)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i0acdc05f068249c4bc23cfbdfe6eaa16_388)] [added: Comments](#iae235f15d4dc4934af946424d69e7944_484)] | | | [removed: [59](#i0acdc05f068249c4bc23cfbdfe6eaa16_388)] [added: [59](#iae235f15d4dc4934af946424d69e7944_484)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i0acdc05f068249c4bc23cfbdfe6eaa16_1252)] [added: [Cybersecurity](#iae235f15d4dc4934af946424d69e7944_487)] | | | [removed: [59](#i0acdc05f068249c4bc23cfbdfe6eaa16_1252)] [added: [59](#iae235f15d4dc4934af946424d69e7944_487)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i0acdc05f068249c4bc23cfbdfe6eaa16_286)] [added: Proceedings](#iae235f15d4dc4934af946424d69e7944_283)] | | | [removed: [62](#i0acdc05f068249c4bc23cfbdfe6eaa16_286)] [added: [62](#iae235f15d4dc4934af946424d69e7944_283)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i0acdc05f068249c4bc23cfbdfe6eaa16_301)] [added: Disclosures](#iae235f15d4dc4934af946424d69e7944_301)] | | | [removed: [62](#i0acdc05f068249c4bc23cfbdfe6eaa16_301)] [added: [62](#iae235f15d4dc4934af946424d69e7944_301)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0acdc05f068249c4bc23cfbdfe6eaa16_292)] [added: Securities](#iae235f15d4dc4934af946424d69e7944_295)] | | | [removed: [63](#i0acdc05f068249c4bc23cfbdfe6eaa16_292)] [added: [63](#iae235f15d4dc4934af946424d69e7944_295)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0acdc05f068249c4bc23cfbdfe6eaa16_184)] [added: Operations](#iae235f15d4dc4934af946424d69e7944_175)] | | | [removed: [66](#i0acdc05f068249c4bc23cfbdfe6eaa16_184)] [added: [66](#iae235f15d4dc4934af946424d69e7944_175)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0acdc05f068249c4bc23cfbdfe6eaa16_268)] [added: Risk](#iae235f15d4dc4934af946424d69e7944_265)] | | | [removed: [122](#i0acdc05f068249c4bc23cfbdfe6eaa16_268)] [added: [124](#iae235f15d4dc4934af946424d69e7944_265)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)] [added: Data](#iae235f15d4dc4934af946424d69e7944_28)] | | | [removed: [131](#i0acdc05f068249c4bc23cfbdfe6eaa16_400)] [added: [133](#iae235f15d4dc4934af946424d69e7944_28)] | | |

| Item 8A. | | | [Unaudited Supplemental Presentation of Statements of Financial [removed: Condition](#i0acdc05f068249c4bc23cfbdfe6eaa16_181)] [added: Condition](#iae235f15d4dc4934af946424d69e7944_172)] | | | [removed: [252](#i0acdc05f068249c4bc23cfbdfe6eaa16_181)] [added: [253](#iae235f15d4dc4934af946424d69e7944_172)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0acdc05f068249c4bc23cfbdfe6eaa16_409)] [added: Disclosure](#iae235f15d4dc4934af946424d69e7944_358)] | | | [removed: [256](#i0acdc05f068249c4bc23cfbdfe6eaa16_409)] [added: [257](#iae235f15d4dc4934af946424d69e7944_358)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i0acdc05f068249c4bc23cfbdfe6eaa16_277)] [added: Procedures](#iae235f15d4dc4934af946424d69e7944_274)] | | | [removed: [256](#i0acdc05f068249c4bc23cfbdfe6eaa16_277)] [added: [257](#iae235f15d4dc4934af946424d69e7944_274)] | | |

| Item 9B. | | | [Other [removed: Information](#i0acdc05f068249c4bc23cfbdfe6eaa16_304)] [added: Information](#iae235f15d4dc4934af946424d69e7944_304)] | | | [removed: [257](#i0acdc05f068249c4bc23cfbdfe6eaa16_304)] [added: [258](#iae235f15d4dc4934af946424d69e7944_304)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i0acdc05f068249c4bc23cfbdfe6eaa16_412)] [added: Inspections](#iae235f15d4dc4934af946424d69e7944_361)] | | | [removed: [257](#i0acdc05f068249c4bc23cfbdfe6eaa16_412)] [added: [258](#iae235f15d4dc4934af946424d69e7944_361)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: Governance](#iae235f15d4dc4934af946424d69e7944_364)] | | | [removed: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: [259](#iae235f15d4dc4934af946424d69e7944_364)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: Compensation](#iae235f15d4dc4934af946424d69e7944_364)] | | | [removed: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: [259](#iae235f15d4dc4934af946424d69e7944_364)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: Matters](#iae235f15d4dc4934af946424d69e7944_364)] | | | [removed: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: [259](#iae235f15d4dc4934af946424d69e7944_364)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: Independence](#iae235f15d4dc4934af946424d69e7944_364)] | | | [removed: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: [259](#iae235f15d4dc4934af946424d69e7944_364)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: Services](#iae235f15d4dc4934af946424d69e7944_364)] | | | [removed: [258](#i0acdc05f068249c4bc23cfbdfe6eaa16_415)] [added: [259](#iae235f15d4dc4934af946424d69e7944_364)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i0acdc05f068249c4bc23cfbdfe6eaa16_436)] [added: Schedules](#iae235f15d4dc4934af946424d69e7944_385)] | | | [removed: [259](#i0acdc05f068249c4bc23cfbdfe6eaa16_436)] [added: [260](#iae235f15d4dc4934af946424d69e7944_385)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i0acdc05f068249c4bc23cfbdfe6eaa16_403)] [added: Summary](#iae235f15d4dc4934af946424d69e7944_409)] | | | [removed: [274](#i0acdc05f068249c4bc23cfbdfe6eaa16_403)] [added: [274](#iae235f15d4dc4934af946424d69e7944_409)] | | |

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

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

- Our ability to expand into new investment strategies, [added: geographic] markets and [removed: businesses;][added: businesses and new types of investors;]

In this report, references to “Apollo,” “we,” “us,” “our,” and the “Company” [removed: for periods (i) on or before December 31, 2021] refer to Apollo [removed: Asset Management, Inc. (f/k/a Apollo] Global Management, [removed: Inc.) (“AAM”) and its subsidiaries unless the context requires otherwise and (ii) subsequent to December 31, 2021, refer to Apollo Global Management,] Inc. [removed: (f/k/a Tango Holdings, Inc.)] (“AGM”) and its subsidiaries unless the context requires otherwise.

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

| Assets Under Management, or AUM | | | The assets of the funds, partnerships and accounts to which Apollo provides investment management, advisory, or certain other investment-related services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of: 1. the NAV, plus used or available leverage and/or capital commitments, or gross assets plus capital commitments, of the [removed: yield] [added: credit] and certain [removed: hybrid] [added: equity] funds, partnerships and accounts for which we provide investment management or advisory services, other than certain CLOs, CDOs, and certain perpetual capital vehicles, which have a fee-generating basis other than the mark-to-market value of the underlying assets; for certain perpetual capital vehicles in [removed: yield,] [added: credit,] gross asset value plus available financing capacity; 2. the fair value of the investments of the equity and certain [removed: hybrid] [added: credit] funds, partnerships and accounts Apollo manages or advises, plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments, plus portfolio level financings; 3. the gross asset value associated with the reinsurance investments of the portfolio company assets Apollo manages or advises; and 4. the fair value of any other assets that Apollo manages or advises for the funds, partnerships and accounts to which Apollo provides investment management, advisory, or certain other investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above. Apollo’s AUM measure includes Assets Under Management for which Apollo charges either nominal or zero fees. Apollo’s AUM measure also includes assets for which Apollo does not have investment discretion, including certain assets for which Apollo earns only investment-related service fees, rather than management or advisory fees. Apollo’s definition of AUM is not based on any definition of Assets Under Management contained in its governing documents or in any management agreements of the funds Apollo manages. Apollo considers multiple factors for determining what should be included in its definition of AUM. Such factors include but are not limited to (1) Apollo’s ability to influence the investment decisions for existing and available assets; (2) Apollo’s ability to generate income from the underlying assets in the funds it manages; and (3) the AUM measures that Apollo uses internally or believes are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, Apollo’s calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers. Apollo’s calculation also differs from the manner in which its affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF in various ways. Apollo uses AUM, Gross capital deployment and Dry powder as performance measurements of its investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. | | | | | |

| Bermuda RBC | | | The risk-based capital ratio of Athene’s non-U.S. reinsurance subsidiaries [removed: by] [added: calculated using Bermuda capital and] applying NAIC risk-based capital factors [removed: to the statutory financial statements] on an aggregate [removed: basis. Adjustments are made to (1) exclude] [added: basis, excluding] U.S. subsidiaries which are included within Athene’s U.S. RBC [removed: Ratio and (2) limit RBC concentration charges such that when they are applied to determine target capital, the charges do not exceed 100% of the asset’s carrying value.] [added: Ratio.] | | | | | |

| Gross IRR of accord [removed: series] [added: series, ADIP funds] and the European principal finance funds | | | The annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, performance fees allocated to the general partner and certain other expenses. Calculations may include certain investors that do not pay fees. The terminal value is the net asset value as of the reporting date. Non-U.S. dollar denominated (“USD”) fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor. | | | | | |

| Gross IRR of a traditional private equity or hybrid value fund | | | The cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on December 31, [removed: 2023] [added: 2024] or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, performance fees and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor. | | | | | |

| Gross IRR of infrastructure funds | | | The cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on December 31, [removed: 2023] [added: 2024] or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor. | | | | | |

| Inflows | | | (i) At the individual strategy level, subscriptions, commitments, and other increases in available capital, such as acquisitions or leverage, net of inter-strategy transfers, and (ii) on an aggregate basis, the sum of inflows across the [removed: yield, hybrid] [added: credit] and equity investing strategies. | | | | | |

| MidCap Financial | | | MidCap FinCo [added: LLC (f/k/a MidCap FinCo] Designated Activity [removed: Company] [added: Company)] | | | | | |

| Net invested assets | | | Represent the investments that directly back Athene's net reserve liabilities as well as surplus assets. Net invested assets include Athene’s (a) total investments on the consolidated statements of financial condition, with available-for-sale securities, trading securities and mortgage loans at cost or amortized cost, excluding derivatives, (b) cash and cash equivalents and restricted cash, (c) investments in related parties, (d) accrued investment income, (e) VIE [added: and VOE] assets, liabilities and non-controlling interest adjustments, (f) net investment payables and receivables, (g) policy loans ceded (which offset the direct policy loans in total investments) and (h) an adjustment for the allowance for credit losses. Net invested assets exclude the derivative collateral offsetting the related cash positions. Athene includes the investments supporting assumed funds withheld and modco agreements and excludes the investments related to ceded reinsurance transactions in order to match the assets with the income received. Net invested assets include Athene’s economic ownership of ACRA investments but do not include the investments associated with the non-controlling interests. | | | | | |

| Net IRR of accord [removed: series] [added: series, ADIP funds] and the European principal finance funds | | | The annualized return of a fund after management fees, performance fees allocated to the general partner and certain other expenses, calculated on investors that pay such fees. The terminal value is the net asset value as of the reporting date. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor. | | | | | |

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

| Item 1. | | | [Business](#iae235f15d4dc4934af946424d69e7944_415) | | | [12](#iae235f15d4dc4934af946424d69e7944_415) | | |

| Item 2. | | | [Properties](#iae235f15d4dc4934af946424d69e7944_490) | | | [62](#iae235f15d4dc4934af946424d69e7944_490) | | |

| Item 6. | | | [\[Reserved\]](#iae235f15d4dc4934af946424d69e7944_355) | | | [65](#iae235f15d4dc4934af946424d69e7944_355) | | |

| [SIGNATURES](#iae235f15d4dc4934af946424d69e7944_319) | | | | | | | | |

- Artificial intelligence increasing competitive, operational, legal and regulatory risks;

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

| AAM | | | Apollo Asset Management, Inc. (f/k/a Apollo Global Management, Inc. prior to the Mergers.) | | | | | |

| Accord+ II | | | Apollo Accord+ II Fund, L.P., together with its parallel funds and alternative investment vehicles | | | | | |

| Accord Funds | | | Accord I, Accord II, Accord III, Accord III B, Accord IV, Accord V and Accord VI | | | | | |

| Accord+ Funds | | | Accord+ and Accord+ II | | | | | |

| AIOF III | | | Apollo Infrastructure Opportunities Fund III, L.P., together with its parallel funds and alternative investment vehicles | | | | | |

| ARIS | | | Apollo Realty Income Solutions, Inc. | | | | | |

| Class A shares | | | Class A common stock, $0.00001 par value per share, of AAM prior to the Mergers. | | | | | |

| Consolidated RBC | | | The consolidated risk-based capital ratio of Athene’s non-U.S. reinsurance and U.S. insurance subsidiaries calculated by aggregating U.S. RBC and Bermuda RBC. | | | | | |

| FASB | | | Financial Accounting Standards Board | | | | | |

| Freedom Parent Holdings | | | Freedom Parent Holdings, L.P. | | | | | |

| Mergers | | | Completion of the previously announced merger transactions pursuant to the Merger Agreement | | | | | |

| Origination | | | Represents (i) capital that has been invested in new equity, debt or debt-like investments by Apollo's equity and credit strategies (whether purchased by funds and accounts managed by Apollo, or syndicated to third parties) where Apollo or one of Apollo's origination platforms has sourced, negotiated, or significantly affected the commercial terms of the investment; (ii) new capital pools formed by debt issuances, including CLOs; and (iii) net purchases of certain assets by the funds and accounts we manage that we consider to be private, illiquid, and hard to access assets and which the funds and accounts otherwise may not be able to meaningfully access. Origination generally excludes any issuance of debt or debt-like investments by the portfolio companies of the funds we manage. | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

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

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

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

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

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

In addition, for periods on or before December 31, 2021, references to “AGM common stock” or “common stock” of the Company refer to Class A shares unless the context otherwise requires, and for periods subsequent to December 31, 2021 refer to shares of common stock, par value $0.00001 per share, of AGM.

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

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

| APSG I | | | Apollo Strategic Growth Capital | | | | | |

| APSG II | | | Apollo Strategic Growth Capital II | | | | | |

| Consolidated RBC | | | The consolidated risk-based capital ratio of Athene’s non-U.S. reinsurance and U.S. insurance subsidiaries calculated by applying NAIC risk-based capital factors to the statutory financial statements on an aggregate basis, including interests in other non-insurance subsidiary holding companies; with an adjustment in Bermuda and non-insurance holding companies to limit RBC concentration charges such that when they are applied to determine target capital, the charges do not exceed 100% of the asset’s carrying value. | | | | | |

| FRE Margin | | | Calculated as Fee Related Earnings divided by fee-related revenues (which includes management fees, capital solutions fees and other, net, and fee-related performance fees). | | | | | |

| Gross Return or Gross ROE of a total return yield fund or the hybrid credit hedge fund | | | The monthly or quarterly time-weighted return that is equal to the percentage change in the value of a fund’s portfolio, adjusted for all contributions and withdrawals (cash flows) before the effects of management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns for these categories are calculated for all funds and accounts in the respective strategies. Returns over multiple periods are calculated by geometrically linking each period’s return over time. Gross return and gross ROE do not represent the return to any fund investor. | | | | | |

| Net Return or Net ROE of a total return yield fund or the hybrid credit hedge fund | | | The gross return after management fees, performance fees allocated to the general partner, or other fees and expenses. Returns over multiple periods are calculated by geometrically linking each period’s return over time. Net return and net ROE do not represent the return to any fund investor. | | | | | |

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

The Cyber Security Working Group is chaired by the CISO and has representation from [added: Technology, Legal, Compliance, and ERM.]

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

AHL’s CIO has over 30 years of insurance and financial services operations and technology experience, [removed: having held numerous operations and technology leadership positions,] including as [removed: the Global Business Information Officer of Consumer Businesses and Chief Information Officer of Life and Retirement] [added: chief information officer] at large insurance [removed: companies.][added: companies, and received a Bachelor of Science in business management and a Master of Business Administration in management information systems.]

cyber risk specifically.

AHL’s CISO has over 25 years of information technology experience and over 20 years of information security experience; is a Certified Information Systems Security Professional, a Certified Information Systems Manager; and holds a Bachelor of Arts in statistical science, a Bachelor of Science in computer science, and a Master of Business Administration in business.

Quantitative and Qualitative Disclosures

Technology, Legal, Compliance, and ERM.

He holds an undergraduate degree in Business Management and a master’s degree in Management Information Systems.

He has over 15 years of information security experience and is a Certified Information Systems Security Professional, Certified Information Systems Auditor, Certified Information Systems Manager, and Check Point Certified Engineer.

He holds an undergraduate degree in Statistical Science and a master’s degree in business.

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

The retirement services business [removed: includes] [added: operations primarily include] Athene’s Iowa and Bermuda offices.

The number of holders of record of our common stock as of February [removed: 23, 2024] [added: 19, 2025] was [removed: 293.][added: 442.]

The following graph depicts the total return to holders of our common stock from the closing price on December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] relative to the performance of the S&P 500 Index and the Dow Jones U.S. Asset Managers Index.

The graph assumes $100 invested on December 31, [removed: 2018] [added: 2019] and dividends received reinvested in the security or index.

[removed: Dividend Policy][added: ]

The quarterly cash dividend previously paid to our common stockholders can be found in note [removed: 17] [added: 16] to our consolidated financial statements.

We have also declared a cash dividend of [removed: $0.43] [added: $0.4625] per share of common stock in respect to the fourth quarter of [removed: 2023] [added: 2024] which will be paid on February [removed: 29, 2024] [added: 28, 2025] to holders of record at the close of business on February [removed: 20, 2024.][added: 18, 2025.]

Our current intention is to pay an annual cash dividend of [removed: $1.85] [added: $2.04] per share of common stock.

We have also declared and set aside for payment a cash dividend of $0.8438 per share of our Mandatory Convertible Preferred Stock, which will be paid on April 30, [removed: 2024] [added: 2025] to holders of record at the close of business on April 15, [removed: 2024.][added: 2025.]

On November [removed: 15, 2023,] [added: 14, 2024,] the Company issued [removed: 33,806] [added: 54,898] restricted shares under the 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles and [removed: 3,469] [added: 7,937] restricted shares under the 2019 Omnibus Equity Incentive Plan to certain holders of vested performance fee rights.

The following table sets forth information regarding repurchases of shares of common stock during the fiscal quarter ended December 31, [removed: 2023.][added: 2024.]

| October 1, [removed: 2023] [added: 2024] through October 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| November 1, [removed: 2023] [added: 2024] through November 30, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity award-related repurchases2 | | | | | | [removed: 464,908] [added: 172,336] | | | | | | | | | | | | [removed: 464,908] [added: 172,336] | | | | | | | | |

| December 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity award-related repurchases2 | | | | | | [removed: 283,496] [added: 578,000] | | | | | | | | | | | | [removed: 283,496] [added: 578,000] | | | | | | | | |

| Equity award-related repurchases2 | | | | | | [removed: 797,809] [added: 750,336] | | | | | | | | | | | | [removed: 797,809] [added: 750,336] | | | | | | | | |

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

Dividend Policy

Securities Authorized for Issuance Under Equity Compensation Plans

See “Item 12.

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

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,901,969,206 | |

| Total | | | | | | 172,336 | | | | | | $ | 163.67 | | | | | 172,336 | | | | | | $ | 1,873,763,011 | |

| Total | | | | | | 578,000 | | | | | | $ | 176.24 | | | | | 578,000 | | | | | | $ | 1,771,896,394 | |

| Total | | | | | | 750,336 | | | | | | | | | | | | 750,336 | | | | | | | | |

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

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

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

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

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i0acdc05f068249c4bc23cfbdfe6eaa16_406)] [added: Firm](#iae235f15d4dc4934af946424d69e7944_31)] (PCAOB ID [removed: No.34[)](#i0acdc05f068249c4bc23cfbdfe6eaa16_406)] [added: No.34[)](#iae235f15d4dc4934af946424d69e7944_31)] | | | | | | [removed: [132](#i0acdc05f068249c4bc23cfbdfe6eaa16_406)] [added: [134](#iae235f15d4dc4934af946424d69e7944_31)] | | |

| | | | [Consolidated Statements of Financial [removed: Condition](#i0acdc05f068249c4bc23cfbdfe6eaa16_28)] [added: Condition](#iae235f15d4dc4934af946424d69e7944_34)] | | | | | | [removed: [136](#i0acdc05f068249c4bc23cfbdfe6eaa16_28)] [added: [138](#iae235f15d4dc4934af946424d69e7944_34)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i0acdc05f068249c4bc23cfbdfe6eaa16_34)] [added: Operations](#iae235f15d4dc4934af946424d69e7944_40)] | | | | | | [removed: [138](#i0acdc05f068249c4bc23cfbdfe6eaa16_34)] [added: [140](#iae235f15d4dc4934af946424d69e7944_40)] | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i0acdc05f068249c4bc23cfbdfe6eaa16_40)] [added: (Loss)](#iae235f15d4dc4934af946424d69e7944_46)] | | | | | | [removed: [139](#i0acdc05f068249c4bc23cfbdfe6eaa16_40)] [added: [141](#iae235f15d4dc4934af946424d69e7944_46)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i0acdc05f068249c4bc23cfbdfe6eaa16_46)] [added: Equity](#iae235f15d4dc4934af946424d69e7944_52)] | | | | | | [removed: [140](#i0acdc05f068249c4bc23cfbdfe6eaa16_46)] [added: [142](#iae235f15d4dc4934af946424d69e7944_52)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i0acdc05f068249c4bc23cfbdfe6eaa16_52)] [added: Flows](#iae235f15d4dc4934af946424d69e7944_58)] | | | | | | [removed: [143](#i0acdc05f068249c4bc23cfbdfe6eaa16_52)] [added: [145](#iae235f15d4dc4934af946424d69e7944_58)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i0acdc05f068249c4bc23cfbdfe6eaa16_58)] [added: Statements](#iae235f15d4dc4934af946424d69e7944_64)] | | | | | | [removed: [146](#i0acdc05f068249c4bc23cfbdfe6eaa16_58)] [added: [148](#iae235f15d4dc4934af946424d69e7944_64)] | | |

| | | | | | | [Note 2. Summary of Significant Accounting [removed: Policies](#i0acdc05f068249c4bc23cfbdfe6eaa16_64)] [added: Policies](#iae235f15d4dc4934af946424d69e7944_70)] | | | [removed: [146](#i0acdc05f068249c4bc23cfbdfe6eaa16_64)] [added: [148](#iae235f15d4dc4934af946424d69e7944_70)] | | |

| | | | | | | [Note [removed: 4.] [added: 3.] Merger with [removed: Athene](#i0acdc05f068249c4bc23cfbdfe6eaa16_73)] [added: Athene](#iae235f15d4dc4934af946424d69e7944_331)] | | | [removed: [171](#i0acdc05f068249c4bc23cfbdfe6eaa16_73)] [added: [169](#iae235f15d4dc4934af946424d69e7944_331)] | | |

| | | | | | | [Note [removed: 7.] [added: 6.] Variable Interest [removed: Entities](#i0acdc05f068249c4bc23cfbdfe6eaa16_94)] [added: Entities](#iae235f15d4dc4934af946424d69e7944_94)] | | | [removed: [188](#i0acdc05f068249c4bc23cfbdfe6eaa16_94)] [added: [185](#iae235f15d4dc4934af946424d69e7944_94)] | | |

| | | | | | | [Note [removed: 8.] [added: 7.] Fair [removed: Value](#i0acdc05f068249c4bc23cfbdfe6eaa16_100)] [added: Value](#iae235f15d4dc4934af946424d69e7944_100)] | | | [removed: [191](#i0acdc05f068249c4bc23cfbdfe6eaa16_100)] [added: [188](#iae235f15d4dc4934af946424d69e7944_100)] | | |

| | | | | | | [Note [removed: 10.] [added: 9.] Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business [removed: Acquired](#i0acdc05f068249c4bc23cfbdfe6eaa16_112)] [added: Acquired](#iae235f15d4dc4934af946424d69e7944_106)] | | | [removed: [211](#i0acdc05f068249c4bc23cfbdfe6eaa16_112)] [added: [209](#iae235f15d4dc4934af946424d69e7944_106)] | | |

| | | | | | | [Note [removed: 14.] [added: 13.] Income [removed: Taxes](#i0acdc05f068249c4bc23cfbdfe6eaa16_127)] [added: Taxes](#iae235f15d4dc4934af946424d69e7944_121)] | | | [removed: [220](#i0acdc05f068249c4bc23cfbdfe6eaa16_127)] [added: [220](#iae235f15d4dc4934af946424d69e7944_121)] | | |

| | | | | | | [Note 16. [removed: Equity-Based Compensation](#i0acdc05f068249c4bc23cfbdfe6eaa16_139)] [added: Equity](#iae235f15d4dc4934af946424d69e7944_139)] | | | [removed: [226](#i0acdc05f068249c4bc23cfbdfe6eaa16_139)] [added: [229](#iae235f15d4dc4934af946424d69e7944_139)] | | |

| [added: Commitments and Contingencies (note 19)] | | | | | | [removed: [Note 20. Commitments and Contingencies](#i0acdc05f068249c4bc23cfbdfe6eaa16_163)] | | | [removed: [240](#i0acdc05f068249c4bc23cfbdfe6eaa16_163)] | | |

We have audited the accompanying consolidated statements of financial condition of Apollo Global Management, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

[added: 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.

[removed: Performance] [added: Fair Value of Certain Underlying Investments to Determine Performance] Allocations— Refer to Note 2, Summary of Significant Accounting Policies [added: and Note 4, Investments]

The Company, through its asset management business, recognizes performance allocations from [removed: the] [added: certain] funds it manages within investment income to the extent these funds meet or achieve certain performance criteria.

[removed: Further,] [added: The change in] the fair value of the underlying investments held by the funds is [removed: a] [added: the] significant input [removed: to] [added: into] the [removed: evaluation and recognition] [added: calculation] of performance [removed: allocations.][added: allocations to be recognized in investment income.]

[removed: These investments have limited observable market activity and changes] [added: 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.

[removed: Auditing the fair value of illiquid investments, which are based on unobservable inputs, involves especially subjective auditor judgment and] [added: - With] the [removed: subject matter expertise] [added: assistance] of our fair value [removed: specialists to evaluate the appropriateness of] [added: specialists, we evaluated] the valuation methods, [removed: assumptions,] [added: assumptions] and unobservable inputs used by the Company to determine [added: the] fair [removed: value.][added: value of certain illiquid investments held by the funds.]

Our audit procedures related to the [removed: funds’ performance allocation calculations] [added: valuation models] and [added: significant unobservable inputs utilized by] the [removed: testing of] [added: Company to estimate the] fair value of [added: certain] illiquid investments held by the funds included the following, among others:

- We tested the design and operating effectiveness of controls over management’s [removed: performance allocation calculations and the] determination of the fair value of [added: certain] illiquid investments.

Valuation of Certain Structured Level 3 Asset-Backed Securities - Refer to Note [removed: 5,] [added: 4,] Investments, Note [removed: 8,] [added: 7,] Fair Value, and Note [removed: 19,] [added: 18,] Related Parties

[removed: These investments without readily determinable market] values, are valued using significant unobservable inputs that involve considerable judgment by management.

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

[removed: Given the significant judgment involved with determining] [added: Auditing] the [removed: methodology and these economic and policyholder behavior assumptions, auditing] [added: fair value of] these [removed: estimates] [added: investments] required a high degree of auditor judgment and [removed: an] increased [removed: extent of] effort, including the involvement of our [added: internal] fair value [added: specialists as needed, who possess significant fair value methodology] and [removed: actuarial specialists.][added: modeling expertise.]

Certain Assumptions Used in the Valuation of [removed: Future Policy Benefits,] Market Risk [removed: Benefits,] [added: Benefits] and Interest Sensitive Contract Liabilities - Refer to Note 2, Summary of Significant Accounting Policies, Note [removed: 8,] [added: 7,] Fair Value, and Note [removed: 12,] [added: 11,] Long-duration Contracts

The Company determines estimated valuations of [removed: Future Policy Benefits,] Market Risk [removed: Benefits,] [added: Benefits] and Interest Sensitive Contract Liabilities, which include embedded derivatives.

[added: |] February [removed: 27,] [added: 8,] 2024 [added: | | | | | | $ | 0.43 | | | | | February 29, 2024 | | | | | | $ | 245 | | | | | | | | | | | | | | | | | $ | 14 | |]

[removed: APOLLO GLOBAL MANAGEMENT, INC.][added: | | | | Apollo Global Management, Inc. Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| *(In millions, except share data)* | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 2,748] [added: 2,692] | | | | | $ | [removed: 1,201] [added: 2,748] | |

| Restricted cash and cash equivalents | | | [removed: 2] [added: 3] | | | | | | [removed: 1,048] [added: 2] | | |

| Investments | | | [removed: 5,502] [added: 6,086] | | | | | | [removed: 5,582] [added: 5,502] | | |

| Cash and cash equivalents | | | [removed: 62] [added: 158] | | | | | | [removed: 110] [added: 62] | | |

| | | | | | | [Note 1. Organization](#iae235f15d4dc4934af946424d69e7944_67) | | | [148](#iae235f15d4dc4934af946424d69e7944_67) | | |

| | | | | | | [Note 4. Investments](#iae235f15d4dc4934af946424d69e7944_79) | | | [171](#iae235f15d4dc4934af946424d69e7944_79) | | |

| | | | | | | [Note 5. Derivatives](#iae235f15d4dc4934af946424d69e7944_88) | | | [181](#iae235f15d4dc4934af946424d69e7944_88) | | |

| | | | | | | [Note 8. Reinsurance](#iae235f15d4dc4934af946424d69e7944_337) | | | [207](#iae235f15d4dc4934af946424d69e7944_337) | | |

| | | | | | | [Note 10. Goodwill](#iae235f15d4dc4934af946424d69e7944_343) | | | [210](#iae235f15d4dc4934af946424d69e7944_343) | | |

| | | | | | | [Note 11. Long-duration Contracts](#iae235f15d4dc4934af946424d69e7944_112) | | | [210](#iae235f15d4dc4934af946424d69e7944_112) | | |

| | | | | | | [Note 12. Profit Sharing Payable](#iae235f15d4dc4934af946424d69e7944_118) | | | [220](#iae235f15d4dc4934af946424d69e7944_118) | | |

| | | | | | | [Note 14. Debt](#iae235f15d4dc4934af946424d69e7944_127) | | | [224](#iae235f15d4dc4934af946424d69e7944_127) | | |

| | | | | | | [Note 15. Equity-Based Compensation](#iae235f15d4dc4934af946424d69e7944_133) | | | [227](#iae235f15d4dc4934af946424d69e7944_133) | | |

| | | | | | | [Note 17. Earnings per Share](#iae235f15d4dc4934af946424d69e7944_145) | | | [234](#iae235f15d4dc4934af946424d69e7944_145) | | |

| | | | | | | [Note 18. Related Parties](#iae235f15d4dc4934af946424d69e7944_151) | | | [235](#iae235f15d4dc4934af946424d69e7944_151) | | |

| | | | | | | [Note 20. Statutory Requirements](#iae235f15d4dc4934af946424d69e7944_346) | | | [245](#iae235f15d4dc4934af946424d69e7944_346) | | |

| | | | | | | [Note 21. Segments](#iae235f15d4dc4934af946424d69e7944_163) | | | [247](#iae235f15d4dc4934af946424d69e7944_163) | | |

| | | | | | | [Note 22. Subsequent Events](#iae235f15d4dc4934af946424d69e7944_169) | | | [252](#iae235f15d4dc4934af946424d69e7944_169) | | |

These investments have limited observable market activity and the inputs used in the determination of the investments fair value require significant management judgement or estimation.

We considered the valuation of certain investments without readily determinable fair values used in the calculation of performance allocations as a critical audit matter because of the valuation techniques, assumptions, market impacts and the degree of subjectivity of certain unobservable inputs used in the valuation.

These investments without readily determinable market

February 24, 2025

| | | | 15,256 | | | | | | 13,175 | | |

| | | | 362,639 | | | | | | 300,313 | | |

| *(In millions, except share data)* | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | |

| | | | 9,968 | | | | | | 9,236 | | |

| | | | 336,947 | | | | | | 279,007 | | |

| Balance at January 1, 2024 | | | 568 | | | | | | $ | 1,398 | | | | | $ | 15,249 | | | | | $ | 2,972 | | | | | $ | (5,575) | | | | | $ | 14,044 | | | | | $ | 11,189 | | | | | $ | 25,233 | |

| Issuance of warrants | | | — | | | | | | — | | | | | | 109 | | | | | | — | | | | | | — | | | | | | 109 | | | | | | — | | | | | | 109 | | |

| Dividends/distributions | | | — | | | | | | (97) | | | | | | — | | | | | | (1,092) | | | | | | — | | | | | | (1,189) | | | | | | (2,389) | | | | | | (3,578) | | |

| Stock option exercises | | | — | | | | | | — | | | | | | 15 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | — | | | | | | 15 | | |

| Subsidiary issuance of equity interests | | | — | | | | | | — | | | | | | 66 | | | | | | — | | | | | | — | | | | | | 66 | | | | | | 12 | | | | | | 78 | | |

| Balance at December 31, 2024 | | | 566 | | | | | | $ | 1,398 | | | | | $ | 15,327 | | | | | $ | 6,022 | | | | | $ | (5,494) | | | | | $ | 17,253 | | | | | $ | 13,711 | | | | | $ | 30,964 | |

| Issuance of warrants | | | 109 | | | | | | — | | | | | | 142 | | |

| Subsidiary issuance of equity interest | | | 72 | | | | | | — | | | | | | — | | |

| Issuance of common stock related to equity transactions | | | 12 | | | | | | — | | | | | | 252 | | |

| Distribution of investments to non-controlling interests of consolidated VIEs | | | 1,107 | | | | | | — | | | | | | — | | |

methodologies.

The Company expects the impact of the new standard on its consolidated financial statements to be immaterial.

The Company expects the impact of the new standard on its consolidated financial statements to be immaterial.

*Compensation – Stock Compensation (ASU 2024-01)*

In March 2024, the FASB issued guidance in ASU 2024-01 that clarifies how an entity determines whether it is required to account for profits interest awards (and similar awards) in accordance with ASC 718 or other guidance.

The ASU provides specific examples on when a profits interest award should be accounted for as a share-based payment arrangement under ASC 718 or in a manner similar to a cash bonus or profit-sharing arrangement under ASC 710 or other ASC topics.

The guidance is mandatorily effective for the Company on January 1, 2025.

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

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

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

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

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

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

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

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

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

| | | | | | | [Note 13. Profit Sharing Payable](#i0acdc05f068249c4bc23cfbdfe6eaa16_124) | | | [219](#i0acdc05f068249c4bc23cfbdfe6eaa16_124) | | |

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

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

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

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

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

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

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

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

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

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

Change in Accounting Principle

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

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

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

*Critical Audit Matter Description*

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.

*How the Critical Audit Matter Was Addressed in the Audit*

- 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.

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

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

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

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

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

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.

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.

| Commitments and Contingencies (note [removed: 20)] [added: 19)] | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | [removed: 1,201] [added: 2,692] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,201] [added: 2,692] | |

| Restricted cash and cash equivalents | | | [removed: 2] [added: 3] | | | | | | [removed: 1,046] [added: —] | | | | | | — | | | | | | [removed: 1,048] [added: 3] | | |

| Cash and cash equivalents | | | — | | | | | | [removed: 110] [added: 158] | | | | | | — | | | | | | [removed: 110] [added: 158] | | |

| Other assets | | | [removed: —] [added: 2,579] | | | | | | [removed: 88] [added: —] | | | | | | [removed: (58)] [added: —] | | | | | | [removed: 30] [added: 2,579] | | |

| Due from related parties | | | [removed: 504] [added: 630] | | | | | | [removed: 1] [added: —] | | | | | | [removed: (40)] [added: (46)] | | | | | | [removed: 465] [added: 584] | | |

| Cash and cash equivalents | | | [removed: 7,779] [added: 12,733] | | | | | | — | | | | | | — | | | | | | [removed: 7,779] [added: 12,733] | | |

| Restricted cash and cash equivalents | | | [removed: 628] [added: 943] | | | | | | — | | | | | | — | | | | | | [removed: 628] [added: 943] | | |

| Cash and cash equivalents | | | — | | | | | | [removed: 362] [added: 583] | | | | | | — | | | | | | [removed: 362] [added: 583] | | |

| Other assets | | | [removed: 8] [added: —] | | | | | | [removed: 104] [added: 188] | | | | | | [removed: —] [added: (104)] | | | | | | [removed: 112] [added: 84] | | |

| Reinsurance recoverable | | | [removed: 4,358] [added: 8,194] | | | | | | — | | | | | | — | | | | | | [removed: 4,358] [added: 8,194] | | |

| Deferred acquisition costs, deferred sales inducements and value of business acquired | | | [removed: 4,466] [added: 7,173] | | | | | | — | | | | | | — | | | | | | [removed: 4,466] [added: 7,173] | | |

| Accounts payable, accrued expenses, and other liabilities | | | $ | [removed: 2,915] [added: 3,616] | | | | | $ | [removed: 61] [added: —] | | | | | $ | [removed: (1)] [added: —] | | | | | $ | [removed: 2,975] [added: 3,616] | |

| Other liabilities | | | — | | | | | | [removed: 1,899] [added: 1,417] | | | | | | [removed: —] [added: (54)] | | | | | | [removed: 1,899] [added: 1,363] | | |

| Interest sensitive contract liabilities | | | [removed: 173,616] [added: 253,637] | | | | | | — | | | | | | — | | | | | | [removed: 173,616] [added: 253,637] | | |

| Future policy benefits | | | [removed: 42,110] [added: 49,902] | | | | | | — | | | | | | — | | | | | | [removed: 42,110] [added: 49,902] | | |

| Market risk benefits | | | [removed: 2,970] [added: 4,028] | | | | | | — | | | | | | — | | | | | | [removed: 2,970] [added: 4,028] | | |

| Payables for collateral on derivatives and securities to repurchase | | | [removed: 6,707] [added: 11,652] | | | | | | — | | | | | | — | | | | | | [removed: 6,707] [added: 11,652] | | |

| Other liabilities | | | [removed: 3,213] [added: 9,789] | | | | | | — | | | | | | [removed: —] [added: (5)] | | | | | | [removed: 3,213] [added: 9,784] | | |

| Redeemable non-controlling interests | | | — | | | | | | [removed: 1,027] [added: 16] | | | | | | [removed: 5] [added: —] | | | | | | [removed: 1,032] [added: 16] | | |

| Additional paid in capital | | | [removed: 15,040] [added: 15,287] | | | | | | [removed: (72)] [added: 40] | | | | | | [removed: 14] [added: —] | | | | | | [removed: 14,982] [added: 15,327] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (7,337)] [added: (5,485)] | | | | | | [removed: (34)] [added: (60)] | | | | | | [removed: 36] [added: 51] | | | | | | [removed: (7,335)] [added: (5,494)] | | |

| Total Liabilities, Redeemable non-controlling interests and Equity | | | $ | [removed: 250,487] [added: 368,409] | | | | | $ | [removed: 18,301] [added: 26,166] | | | | | $ | [removed: (11,571)] [added: (16,680)] | | | | | $ | [removed: 257,217] [added: 377,895] | |

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Investments | | | 6,558 | | | | | | — | | | | | | (472) | | | | | | 6,086 | | |

| Investments | | | — | | | | | | 2,962 | | | | | | (156) | | | | | | 2,806 | | |

| | | | 12,726 | | | | | | 3,308 | | | | | | (778) | | | | | | 15,256 | | |

| Investments | | | 262,561 | | | | | | — | | | | | | (278) | | | | | | 262,283 | | |