Apollo Global Management 10-Q 2023-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-41197

APOLLO GLOBAL MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware						86-3155788
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

9 West 57th Street, 42nd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

(212) 515-3200

(Registrant’s telephone number, including area code)

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

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock						APO						New York Stock Exchange
6.75% Series A Mandatory Convertible Preferred Stock						APO.PRA						New York Stock Exchange
7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053						APOS						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

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

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

Large accelerated filer x									Accelerated filer ☐						Non-accelerated filer ☐									Smaller reporting company						☐			Emerging growth company						☐

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

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

As of November 3, 2023, there were 567,555,284 shares of the registrant’s common stock outstanding.

			TABLE OF CONTENTS
						Page
PART I			FINANCIAL INFORMATION
ITEM 1.			FINANCIAL STATEMENTS			11
			Unaudited Condensed Consolidated Financial Statements
			Condensed Consolidated Statements of Financial Condition (Unaudited) as of September 30, 2023 and December 31, 2022			12
			Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022			14
			Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022			15
			Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022			16
			Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2023 and 2022			18
			Notes to Condensed Consolidated Financial Statements (Unaudited)			21
ITEM 1A.			UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION			128
ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			132
ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			187
ITEM 4.			CONTROLS AND PROCEDURES			189
PART II			OTHER INFORMATION
ITEM 1.			LEGAL PROCEEDINGS			190
ITEM 1A.			RISK FACTORS			190
ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES			192
ITEM 3.			DEFAULTS UPON SENIOR SECURITIES			193
ITEM 4.			MINE SAFETY DISCLOSURES			193
ITEM 5.			OTHER INFORMATION			193
ITEM 6.			EXHIBITS			194
SIGNATURES

Forward-Looking Statements

This report may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to inflation, market conditions and interest rate fluctuations generally, the impact of COVID-19, the impact of energy market dislocation, our ability to manage our growth, our ability to operate in highly competitive environments, the performance of the funds we manage, our ability to raise new funds, the variability of our revenues, earnings and cash flow, the accuracy of management’s assumptions and estimates, our dependence on certain key personnel, our use of leverage to finance our businesses and investments by the funds we manage, Athene’s ability to maintain or improve financial strength ratings, the impact of Athene’s reinsurers failing to meet their assumed obligations, Athene’s ability to manage its business in a highly regulated industry, changes in our regulatory environment and tax status, and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this quarterly report and the Company’s annual report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on March 1, 2023 (the “2022 Annual Report”), as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Terms Used in This Report

In this report, references to “Apollo,” “we,” “us,” “our,” and the “Company” for periods (i) on or before December 31, 2021 refer to Apollo Asset Management, Inc. (f/k/a Apollo Global Management, Inc.) (“AAM”) and its subsidiaries unless the context requires otherwise and (ii) subsequent to December 31, 2021, refer to Apollo Global Management, Inc. (f/k/a Tango Holdings, Inc.) (“AGM”) and its subsidiaries unless the context requires otherwise. Moreover, references to “Class A shares” refers to the Class A common stock, $0.00001 par value per share, of AAM prior to the Mergers; “Class B share” refers to the Class B common stock, $0.00001 par value per share, of AAM prior to the Mergers (as defined below); “Class C share” refers to the Class C common stock, $0.00001 par value per share, of AAM prior to the Mergers; “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; and “Mandatory Convertible Preferred Stock” refers to the 6.75% Series A Mandatory Convertible Preferred Stock of AGM. 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.

The use of any defined term in this report to mean more than one entity, person, security or other item collectively is solely for convenience of reference and in no way implies that such entities, persons, securities or other items are one indistinguishable group. For example, notwithstanding the use of the defined terms “Apollo,” “we,” “us,” “our,” and the “Company” in this report to refer to AGM and its subsidiaries, each subsidiary of AGM is a standalone legal entity that is separate and distinct from AGM and any of its other subsidiaries. Any AGM entity (including any Athene entity) referenced herein is responsible for its own financial, contractual and legal obligations.

Term or Acronym			Definition
AAA			Apollo Aligned Alternatives Aggregator, LP
AADE			Athene Annuity & Life Assurance Company
AARe			Athene Annuity Re Ltd., a Bermuda reinsurance subsidiary
ABS			Asset-backed securities

Accord+			Apollo Accord+ Fund, L.P., together with its parallel funds and alternative investment vehicles
Accord I			Apollo Accord Master Fund, L.P., together with its feeder funds
Accord II			Apollo Accord Master Fund II, L.P., together with its feeder funds
Accord III			Apollo Accord Master Fund III, L.P., together with its feeder funds
Accord III B			Apollo Accord Master Fund III B, L.P., together with its feeder funds
Accord IV			Apollo Accord Fund IV, L.P., together with its parallel funds and alternative investment vehicles
Accord V			Apollo Accord Fund V, L.P., together with its parallel funds and alternative investment vehicles
Accord VI			Apollo Accord Fund VI, L.P., together with its parallel funds and alternative investment vehicles
ACRA			ACRA 1 and ACRA 2
ACRA 1			Athene Co-Invest Reinsurance Affiliate Holding Ltd., together with its subsidiaries
ACRA 2			Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd., together with its subsidiaries
ADCF			Apollo Diversified Credit Fund
ADIP			ADIP I and ADIP II
ADIP I			Apollo/Athene Dedicated Investment Program (A), L.P., together with its parallel funds, a series of funds managed by Apollo including third-party capital that, through ACRA 1, invests alongside Athene in certain investments
ADIP II			Apollo/Athene Dedicated Investment Program II, L.P., together with its parallel funds, a series of funds managed by Apollo including third-party capital that, through ACRA 2, invests alongside Athene in certain investments
Adjusted Net Income Shares Outstanding, or ANI Shares Outstanding			Total shares of Common Stock outstanding, RSUs that participate in dividends, and shares of Common Stock assumed to be issuable upon the conversion of the shares of Mandatory Convertible Preferred Stock
ADREF			Apollo Diversified Real Estate Fund
ADS			Apollo Debt Solutions BDC, a non-traded business development company managed by Apollo
AFS			Available-for-sale
AFT			Apollo Senior Floating Rate Fund, Inc.
AIF			Apollo Tactical Income Fund, Inc.
AIOF I			Apollo Infra Equity US Fund, L.P. and Apollo Infra Equity International Fund, L.P., including their feeder funds and alternative investment vehicles
AIOF II			Apollo Infrastructure Opportunities Fund II, L.P., together with its parallel funds and alternative investment vehicles
ALRe			Athene Life Re Ltd., a Bermuda reinsurance subsidiary
Alternative investments			Alternative investments, including investment funds, VIEs and certain equity securities due to their underlying characteristics
AMH			Apollo Management Holdings, L.P., a Delaware limited partnership, that is an indirect subsidiary of AGM
ANRP I			Apollo Natural Resources Partners, L.P., together with its alternative investment vehicles
ANRP II			Apollo Natural Resources Partners II, L.P., together with its alternative investment vehicles
ANRP III			Apollo Natural Resources Partners III, L.P., together with its parallel funds and alternative investment vehicles
AOCI			Accumulated other comprehensive income (loss)
AOG Unit Payment			On December 31, 2021, holders of units of the Apollo Operating Group (“AOG Units”) (other than Athene and the Company) sold and transferred a portion of such AOG Units to APO Corp., a wholly-owned consolidated subsidiary of the Company, in exchange for an amount equal to $3.66 multiplied by the total number of AOG Units held by such holders immediately prior to such transaction.
Apollo funds, our funds and references to the funds we manage			The funds (including the parallel funds and alternative investment vehicles of such funds), partnerships, accounts, including strategic investment accounts or “SIAs,” alternative asset companies and other entities for which subsidiaries of Apollo provide investment management or advisory services.
Apollo Operating Group			(i) The entities through which we currently operate our asset management business and (ii) one or more entities formed for the purpose of, among other activities, holding certain of our gains or losses on our principal investments in the funds, which we refer to as our “principal investments.”
APSG I			Apollo Strategic Growth Capital
APSG II			Apollo Strategic Growth Capital II
ARI			Apollo Commercial Real Estate Finance, Inc.

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 yield and certain hybrid 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 yield, gross asset value plus available financing capacity; 2. the fair value of the investments of the equity and certain hybrid 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.
Athene			Athene Holding Ltd. (“Athene Holding” or “AHL”, together with its subsidiaries, “Athene”), a leading financial services company specializing in retirement services that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs, and to which Apollo, through its consolidated subsidiary ISG, provides asset management and advisory services.
Athora			Athora Holding, Ltd. (“Athora Holding”, together with its subsidiaries, “Athora”), a strategic liabilities platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). Apollo, through ISGI, provides investment advisory services to Athora. Athora Non-Sub-Advised Assets includes the Athora assets which are managed by Apollo but not sub-advised by Apollo nor invested in Apollo funds or investment vehicles. Athora Sub-Advised includes assets which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages.
Atlas			An equity investment of AAA and refers to certain subsidiaries of Atlas Securitized Products Holdings LP
AUM with Future Management Fee Potential			The committed uninvested capital portion of total AUM not currently earning management fees. The amount depends on the specific terms and conditions of each fund.
AUSA			Athene USA Corporation
Bermuda RBC			The risk-based capital ratio of Athene’s non-U.S. reinsurance subsidiaries by applying NAIC risk-based capital factors to the statutory financial statements on an aggregate basis. Adjustments are made to (1) exclude U.S. subsidiaries which are included within Athene’s U.S. RBC Ratio, (2) exclude interests in other non-insurance subsidiary holding companies from its capital base and (3) 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.
BMA			Bermuda Monetary Authority
Capital solutions fees and other, net			Primarily includes transaction fees earned by our capital solutions business which we refer to as Apollo Capital Solutions (“ACS”) related to underwriting, structuring, arrangement and placement of debt and equity securities, and syndication for funds managed by Apollo, portfolio companies of funds managed by Apollo, and third parties. Capital solutions fees and other, net also includes advisory fees for the ongoing monitoring of portfolio operations and directors’ fees. These fees also include certain offsetting amounts, including reductions in management fees related to a percentage of these fees recognized (“management fee offset”) and other additional revenue sharing arrangements.
CDO			Collateralized debt obligation

CLO			Collateralized loan obligation
CMBS			Commercial mortgage-backed securities
CML			Commercial mortgage loans
Contributing Partners			Partners and their related parties (other than Messrs. Leon Black, Joshua Harris and Marc Rowan, our co-founders) who indirectly beneficially owned AOG units.
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.
Cost of funds			Cost of funds includes liability costs related to cost of crediting on both deferred annuities, including, with respect to Athene's fixed indexed annuities, option costs, and institutional costs related to institutional products, as well as other liability costs, but does not include the proportionate share of the ACRA cost of funds associated with the non-controlling interests. Other liability costs include DAC, DSI and VOBA amortization, certain market risk benefit costs, the cost of liabilities on products other than deferred annuities and institutional products, premiums and certain product charges and other revenues. Costs related to business that Athene has added through assumed reinsurance transactions are included and costs related to business that Athene has exited through ceded reinsurance transactions are excluded. Cost of funds is computed as the total liability costs divided by the average net invested assets for the relevant period, presented on an annualized basis for interim periods.
Credit Strategies			Apollo Credit Strategies Master Fund Ltd., together with its feeder funds
CS			Credit Suisse AG
DAC			Deferred acquisition costs
Deferred annuities			Fixed indexed annuities, annual reset annuities, multi-year guaranteed annuities and registered index-linked annuities
Dry Powder			The amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. Dry powder excludes uncalled commitments which can only be called for fund fees and expenses and commitments from perpetual capital vehicles.
DSI			Deferred sales inducement
EPF Funds			Apollo European Principal Finance Fund, L.P., Apollo European Principal Finance Fund II (Dollar A), L.P., Apollo European Principal Finance Fund III (Dollar A), L.P., and Apollo European Principal Finance Fund IV (Dollar A), L.P., together with their parallel funds and alternative investment vehicles
EPF III			Apollo European Principal Finance Fund III (Dollar A), L.P., together with its parallel funds and alternative investment vehicles
EPF IV			Apollo European Principal Finance Fund IV (Dollar A), L.P., together with its parallel funds and alternative investment vehicles
Equity Plan			Refers collectively to the Company’s 2019 Omnibus Equity Incentive Plan and the Company’s 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles.
FABN			Funding agreement backed notes
FABR			Funding agreement backed repurchase agreement
FCI Funds			Financial Credit Investment I, L.P., Financial Credit Investment II, L.P., together with its feeder funds, Financial Credit Investment Fund III L.P., Financial Credit Investment IV, L.P., together with its feeder funds, and Apollo/Athene Dedicated Investment Program (A), L.P., together with its parallel funds, a series of funds managed by Apollo including third-party capital that, through ACRA, invests alongside Athene in certain investments
Fee-Generating AUM			Fee-Generating AUM consists of assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services and on which we earn management fees, monitoring fees or other investment-related fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in Fee-Generating AUM.
Fee Related Earnings, or FRE			Component of Segment Income that is used to assess the performance of the Asset Management segment. FRE is the sum of (i) management fees, (ii) capital solutions and other related fees, (iii) fee-related performance fees from indefinite term vehicles, that are measured and received on a recurring basis and not dependent on realization events of the underlying investments and (iv) other income, net, less (a) fee-related compensation, excluding equity-based compensation, (b) non-compensation expenses incurred in the normal course of business, (c) placement fees and (d) non-controlling interests in the management companies of certain funds the Company manages.

FIA			Fixed indexed annuity, which is an insurance contract that earns interest at a crediting rate based on a specified index on a tax-deferred basis
Fixed annuities			FIAs together with fixed rate annuities
Former Managing Partners			Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or AP Professional Holdings, L.P. includes certain related parties of such individuals
Gross capital deployment			The gross capital that has been invested by the funds and accounts we manage during the relevant period, but excludes certain investment activities primarily related to hedging and cash management functions at the firm. Gross capital deployment is not reduced or netted down by sales or refinancings, and takes into account leverage used by the funds and accounts we manage in gaining exposure to the various investments that they have made.
GLWB			Guaranteed lifetime withdrawal benefit
GMDB			Guaranteed minimum death benefit
Gross IRR of accord series 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 September 30, 2023 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 September 30, 2023 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.
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.
HoldCo			Apollo Global Management, Inc. (f/k/a Tango Holdings, Inc.)
HVF I			Apollo Hybrid Value Fund, L.P., together with its parallel funds and alternative investment vehicles
HVF II			Apollo Hybrid Value Fund II, L.P., together with its parallel funds and alternative investment vehicles
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 yield, hybrid and equity investing strategies.
IPO			Initial Public Offering
ISG			Apollo Insurance Solutions Group LP
ISGI			Refers collectively to Apollo Asset Management Europe LLP, a subsidiary of AAM (“AAME”) and Apollo Asset Management PC LLP, a wholly-owned subsidiary of AAME (“AAME PC”)
Management Fee Offset			Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs.
Market risk benefits			Guaranteed lifetime withdrawal benefits and guaranteed minimum death benefits
Merger Agreement			The Agreement and Plan of Merger dated as of March 8, 2021 by and among AAM, AGM, AHL, Blue Merger Sub, Ltd., a Bermuda exempted company, and Green Merger Sub, Inc., a Delaware corporation.
Merger Date			January 1, 2022
MFIC			MidCap Financial Investment Corporation (f/k/a Apollo Investment Corporation or “AINV”)

MidCap Financial			MidCap FinCo Designated Activity Company
Modco			Modified coinsurance
NAIC			National Association of Insurance Commissioners
NAV			Net Asset Value
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 condensed 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 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 assets associated with funds withheld liabilities related to business exited through reinsurance agreements and derivative collateral (offsetting the related cash positions) and include investments supporting assumed funds withheld and modco agreements 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 investment earned rate			Computed as income from Athene’s net invested assets, excluding the proportionate share of the ACRA net investment income associated with the non-controlling interests, divided by the average net invested assets for the relevant period, presented on an annualized basis for interim periods.
Net investment spread			Net investment spread measures Athene’s investment performance plus its strategic capital management fees less its total cost of funds, presented on an annualized basis for interim periods.
Net IRR of accord series 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.
Net IRR of a traditional private equity or the hybrid value funds			The gross IRR applicable to a fund, including returns for related parties which may not pay fees or performance fees, net of management fees, certain expenses (including interest incurred or earned by the fund itself) and realized performance fees all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. The timing of cash flows applicable to investments, management fees and certain expenses, may be adjusted for the usage of a fund’s subscription facility. To the extent that a fund exceeds all requirements detailed within the applicable fund agreement, the estimated unrealized value is adjusted such that a percentage of up to 20.0% of the unrealized gain is allocated to the general partner of such fund, thereby reducing the balance attributable to fund investors. 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.
Net IRR of infrastructure funds			The cumulative cash flows in a fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of the reporting date or other date specified is paid to investors), excluding certain non-fee and non-performance fee bearing parties, and the return is annualized and compounded after management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns to investors of the fund as a whole. 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.
Net reserve liabilities			Represent Athene's policyholder liability obligations net of reinsurance and used to analyze the costs of its liabilities. Net reserve liabilities include Athene’s (a) interest sensitive contract liabilities, (b) future policy benefits, (c) net market risk benefits, (d) long-term repurchase obligations, (e) dividends payable to policyholders and (f) other policy claims and benefits, offset by reinsurance recoverable, excluding policy loans ceded. Net reserve liabilities include Athene’s economic ownership of ACRA reserve liabilities but do not include the reserve liabilities associated with the non-controlling interests. Net reserve liabilities are net of the ceded liabilities to third-party reinsurers as the costs of the liabilities are passed to such reinsurers and, therefore, Athene has no net economic exposure to such liabilities, assuming its reinsurance counterparties perform under the agreements. Net reserve liabilities include the underlying liabilities assumed through modco reinsurance agreements in order to match the liabilities with the expenses incurred.
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.

Non-Fee-Generating AUM			AUM that does not produce management fees or monitoring fees. This measure generally includes the following: (i) fair value above invested capital for those funds that earn management fees based on invested capital; (ii) net asset values related to general partner and co-investment interests; (iii) unused credit facilities; (iv) available commitments on those funds that generate management fees on invested capital; (v) structured portfolio company investments that do not generate monitoring fees; and (vi) the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
NYC UBT			New York City Unincorporated Business Tax
NYSE			New York Stock Exchange
Other operating expenses within the Principal Investing segment			Expenses incurred in the normal course of business and includes allocations of non-compensation expenses related to managing the business.
Other operating expenses within the Retirement Services segment			Expenses incurred in the normal course of business inclusive of compensation and non-compensation expenses.
Payout annuities			Annuities with a current cash payment component, which consist primarily of single premium immediate annuities, supplemental contracts and structured settlements.
PCD			Purchased Credit Deteriorated Investments
Performance allocations, Performance fees, Performance revenues, Incentive fees and Incentive income			The interests granted to Apollo by a fund managed by Apollo that entitle Apollo to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments.
Performance Fee-Eligible AUM			AUM that may eventually produce performance fees. All funds for which we are entitled to receive a performance fee allocation or incentive fee are included in Performance Fee-Eligible AUM, which consists of the following: (i) “Performance Fee-Generating AUM”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to, or earned by, the general partner in accordance with the applicable limited partnership agreements or other governing agreements; (ii) “AUM Not Currently Generating Performance Fees”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently below its hurdle rate or preferred return; and (iii) “Uninvested Performance Fee-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce performance fees allocable to, or earned by, the general partner.
Perpetual capital			Assets under management of certain vehicles with an indefinite duration, which assets may only be withdrawn under certain conditions or subject to certain limitations, including satisfying required hold periods or percentage limits on the amounts that may be redeemed over a particular period. The investment management, advisory or other service agreements with our perpetual capital vehicles may be terminated under certain circumstances.
Principal Investing Income, or PII			Component of Segment Income that is used to assess the performance of the Principal Investing segment. For the Principal Investing segment, PII is the sum of (i) realized performance fees, including certain realizations received in the form of equity, (ii) realized investment income, less (x) realized principal investing compensation expense, excluding expense related to equity-based compensation, and (y) certain corporate compensation and non-compensation expenses.
Principal investing compensation			Realized performance compensation, distributions related to investment income and dividends, and includes allocations of certain compensation expenses related to managing the business.
Policy loan			A loan to a policyholder under the terms of, and which is secured by, a policyholder’s policy.
Realized Value			All cash investment proceeds received by the relevant Apollo fund, including interest and dividends, but does not give effect to management fees, expenses, incentive compensation or performance fees to be paid by such Apollo fund.
Redding Ridge			Redding Ridge Asset Management, LLC and its subsidiaries, which is a standalone, self-managed asset management business established in connection with risk retention rules that manages CLOs and retains the required risk retention interests.
Redding Ridge Holdings			Redding Ridge Holdings LP
Remaining Cost			The initial investment of a fund in a portfolio investment, reduced for any return of capital distributed to date on such portfolio investment
RMBS			Residential mortgage-backed securities
RML			Residential mortgage loan
RSUs			Restricted share units
SIA			Strategic investment account

SPACs			Special purpose acquisition companies
Spread Related Earnings, or SRE			Component of Segment Income that is used to assess the performance of the Retirement Services segment, excluding certain market volatility, which consists of investment gains (losses), net of offsets and non-operating change in insurance liabilities and related derivatives, and certain expenses related to integration, restructuring, equity-based compensation, and other expenses. For the Retirement Services segment, SRE equals the sum of (i) the net investment earnings on Athene’s net invested assets and (ii) management fees received on business managed for others, primarily the ADIP portion of Athene’s business ceded to ACRA, less (x) cost of funds, (y) operating expenses excluding equity-based compensation and (z) financing costs including interest expense and preferred dividends, if any, paid to Athene preferred stockholders.
Surplus assets			Assets in excess of Athene’s policyholder obligations, determined in accordance with the applicable domiciliary jurisdiction’s statutory accounting principles.
Tax receivable agreement			The tax receivable agreement entered into by and among APO Corp., the Former Managing Partners, the Contributing Partners, and other parties thereto
Total Invested Capital			The aggregate cash invested by the relevant Apollo fund and includes capitalized costs relating to investment activities, if any, but does not give effect to cash pending investment or available for reserves and excludes amounts, if any, invested on a financed basis with leverage facilities
Total Value			The sum of the total Realized Value and Unrealized Value of investments
Traditional private equity funds			Apollo Investment Fund I, L.P. (“Fund I”), AIF II, L.P. (“Fund II”), a mirrored investment account established to mirror Fund I and Fund II for investments in debt securities (“MIA”), Apollo Investment Fund III, L.P. (together with its parallel funds, “Fund III”), Apollo Investment Fund IV, L.P. (together with its parallel fund, “Fund IV”), Apollo Investment Fund V, L.P. (together with its parallel funds and alternative investment vehicles, “Fund V”), Apollo Investment Fund VI, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VI”), Apollo Investment Fund VII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VII”), Apollo Investment Fund VIII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VIII”), Apollo Investment Fund IX, L.P. (together with its parallel funds and alternative investment vehicles, “Fund IX”) and Apollo Investment Fund X, L.P. (together with its parallel funds and alternative investment vehicles, “Fund X”).
U.S. GAAP			Generally accepted accounting principles in the United States of America
U.S. RBC			The CAL RBC ratio for AADE, Athene’s parent U.S. insurance company
U.S. Treasury			United States Department of the Treasury
Unrealized Value			The fair value consistent with valuations determined in accordance with GAAP, for investments not yet realized and may include payments in kind, accrued interest and dividends receivable, if any, and before the effect of certain taxes. In addition, amounts include committed and funded amounts for certain investments.
Venerable			Venerable Holdings, Inc., together with its subsidiaries
VIAC			Venerable Insurance and Annuity Company, formerly Voya Insurance and Annuity Company
VIE			Variable interest entity
Vintage Year			The year in which a fund’s final capital raise occurred, or, for certain funds, the year of a fund’s effective date or the year in which a fund’s investment period commences pursuant to its governing agreements.
VOBA			Value of business acquired
VOE			Voting interest entity
WACC			Weighted average cost of capital

PART I - FINANCIAL INFORMATION

Index to Condensed Consolidated Financial Statements (unaudited)

			Condensed Consolidated Statement of Financial Condition (unaudited)						12
			Condensed Consolidated Statements of Operations (unaudited)						14
			Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)						15
			Condensed Consolidated Statements of Equity (unaudited)						16
			Condensed Consolidated Statements of Cash Flows (unaudited)						18
			Notes to Condensed Consolidated Financial Statements (unaudited)						21
						Note 1. Organization			21
						Note 2. Summary of Significant Accounting Policies			21
						Note 3. Adoption of Accounting Pronouncement			41
						Note 4. Merger with Athene			49
						Note 5. Investments			51
						Note 6. Derivatives			63
						Note 7. Variable Interest Entities			67
						Note 8. Fair Value			70
						Note 9. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired			94
						Note 10. Long-duration Contracts			95
						Note 11. Profit Sharing Payable			102
						Note 12. Income Taxes			102
						Note 13. Debt			104
						Note 14. Equity-Based Compensation			106
						Note 15. Equity			108
						Note 16. Earnings per Share			113
						Note 17. Related Parties			114
						Note 18. Commitments and Contingencies			119
						Note 19. Segments			123
						Note 20. Subsequent Events			127

APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(In millions, except share data)			As of September 30, 2023						As of December 31, 2022
Assets
Asset Management
Cash and cash equivalents			$	2,350					$	1,201
Restricted cash and cash equivalents			274						1,048
Investments			5,383						5,582
Assets of consolidated variable interest entities
Cash and cash equivalents			437						110
Investments			2,149						2,369
Other assets			26						30
Due from related parties			508						465
Goodwill			264						264
Other assets			2,379						2,333
			13,770						13,402
Retirement Services
Cash and cash equivalents			9,996						7,779
Restricted cash and cash equivalents			1,218						628
Investments			189,059						172,488
Investments in related parties			25,894						23,960
Assets of consolidated variable interest entities
Cash and cash equivalents			152						362
Investments			19,258						15,699
Other assets			99						112
Reinsurance recoverable			4,058						4,358
Deferred acquisition costs, deferred sales inducements and value of business acquired			5,448						4,466
Goodwill			4,060						4,058
Other assets			10,223						9,905
			269,465						243,815
Total Assets			$	283,235					$	257,217
									(Continued)
See accompanying notes to the unaudited condensed consolidated financial statements.

APOLLO GLOBAL MANAGEMENT, INC.

**CONDENSED CONSOL

Showing the first 8K of 666K characters. Open the full section

			September 30, 2023
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Assets
Asset Management
Cash and cash equivalents			$	2,350					$	—					$	—					$	2,350
Restricted cash and cash equivalents			2						272						—						274
Investments			5,542						—						(159)						5,383
Assets of consolidated variable interest entities
Cash and cash equivalents			—						437						—						437
Investments			—						2,195						(46)						2,149
Other assets			—						36						(10)						26
Due from related parties			531						—						(23)						508
Goodwill			264						—						—						264
Other assets			2,378						1						—						2,379
			11,067						2,941						(238)						13,770
Retirement Services
Cash and cash equivalents			9,996						—						—						9,996
Restricted cash and cash equivalents			1,218						—						—						1,218
Investments			189,058						—						1						189,059
Investments in related parties			38,822						—						(12,928)						25,894
Assets of consolidated variable interest entities
Cash and cash equivalents			—						152						—						152
Investments			1,442						17,917						(101)						19,258
Other assets			7						92						—						99
Reinsurance recoverable			4,058						—						—						4,058
Deferred acquisition costs, deferred sales inducements and value of business acquired			5,448						—						—						5,448
Goodwill			4,060						—						—						4,060
Other assets			10,244						—						(21)						10,223
			264,353						18,161						(13,049)						269,465
Total Assets			$	275,420					$	21,102					$	(13,287)					$	283,235
																					(Continued)

			September 30, 2023
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Liabilities, Redeemable non-controlling interests and Equity
Liabilities
Asset Management
Accounts payable, accrued expenses, and other liabilities			$	3,600					$	56					$	1					$	3,657
Due to related parties			884						11						(17)						878
Debt			3,392						—						—						3,392
Liabilities of consolidated variable interest entities
Notes payable			—						11						—						11
Other liabilities			—						1,931						—						1,931
			7,876						2,009						(16)						9,869
Retirement Services
Interest sensitive contract liabilities			189,065						—						—						189,065
Future policy benefits			46,672						—						—						46,672
Market risk benefits			3,021						—						—						3,021
Debt			3,634						—						—						3,634
Payables for collateral on derivatives and securities to repurchase			7,652						—						—						7,652
Other liabilities			4,126						—						—						4,126
Liabilities of consolidated variable interest entities
Other liabilities			116						1,139						(21)						1,234
			254,286						1,139						(21)						255,404
Total Liabilities			262,162						3,148						(37)						265,273
Commitments and Contingencies (note 18)
Redeemable non-controlling interests:
Redeemable non-controlling interests			—						282						5						287
Equity
Mandatory Convertible Preferred Stock			1,397						—						—						1,397
Additional paid in capital			14,681						(90)						14						14,605
Retained earnings (accumulated deficit)			562						13,181						(13,208)						535
Accumulated other comprehensive income (loss)			(8,097)						(40)						42						(8,095)
Total AGM Stockholders’ Equity			8,543						13,051						(13,152)						8,442
Non-controlling interests			4,715						4,621						(103)						9,233
Total Equity			13,258						17,672						(13,255)						17,675
Total Liabilities, Redeemable non-controlling interests and Equity			$	275,420					$	21,102					$	(13,287)					$	283,235
																					(Concluded)

			December 31, 2022
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Assets
Asset Management
Cash and cash equivalents			$	1,201					$	—					$	—					$	1,201
Restricted cash and cash equivalents			2						1,046						—						1,048
Investments			5,713						—						(131)						5,582
Assets of consolidated variable interest entities
Cash and cash equivalents			—						110						—						110
Investments			—						2,371						(2)						2,369
Other assets			—						88						(58)						30
Due from related parties			504						1						(40)						465
Goodwill			264						—						—						264
Other assets			2,321						12						—						2,333
			10,005						3,628						(231)						13,402
Retirement Services
Cash and cash equivalents			7,779						—						—						7,779
Restricted cash and cash equivalents			628						—						—						628
Investments			172,488						—						—						172,488
Investments in related parties			35,286						—						(11,326)						23,960
Assets of consolidated variable interest entities
Cash and cash equivalents			—						362						—						362
Investments			1,492						14,207						—						15,699
Other assets			8						104						—						112
Reinsurance recoverable			4,358						—						—						4,358
Deferred acquisition costs, deferred sales inducements and value of business acquired			4,466						—						—						4,466
Goodwill			4,058						—						—						4,058
Other assets			9,919						—						(14)						9,905
			240,482						14,673						(11,340)						243,815
Total Assets			$	250,487					$	18,301					$	(11,571)					$	257,217
																					(Continued)

			December 31, 2022
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Liabilities, Redeemable non-controlling interests and Equity
Liabilities
Asset Management
Accounts payable, accrued expenses, and other liabilities			$	2,915					$	61					$	(1)					$	2,975
Due to related parties			1,056						8						(66)						998
Debt			2,814						—						—						2,814
Liabilities of consolidated variable interest entities
Notes payable			—						50						—						50
Other liabilities			—						1,899						—						1,899
			6,785						2,018						(67)						8,736
Retirement Services
Interest sensitive contract liabilities			173,616						—						—						173,616
Future policy benefits			42,110						—						—						42,110
Market risk benefits			2,970						—						—						2,970
Debt			3,658						—						—						3,658
Payables for collateral on derivatives and securities to repurchase			6,707						—						—						6,707
Other liabilities			3,213						—						—						3,213
Liabilities of consolidated variable interest entities
Other liabilities			124						691						(6)						809
			232,398						691						(6)						233,083
Total Liabilities			239,183						2,709						(73)						241,819
Commitments and Contingencies (note 18)
Redeemable non-controlling interests
Redeemable non-controlling interests			—						1,027						5						1,032
Equity
Additional paid in capital			15,040						(72)						14						14,982
Retained earnings (accumulated deficit)			(1,002)						11,734						(11,739)						(1,007)
Accumulated other comprehensive income (loss)			(7,337)						(34)						36						(7,335)
Total AGM Stockholders’ Equity			6,701						11,628						(11,689)						6,640
Non-controlling interests			4,603						2,937						186						7,726
Total Equity			11,304						14,565						(11,503)						14,366
Total Liabilities, Redeemable non-controlling interests and Equity			$	250,487					$	18,301					$	(11,571)					$	257,217
																					(Concluded)