filings.toolsItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Apollo Global Management, Inc.’s condensed consolidated financial statements and the related notes within this quarterly report. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Item 1A. Risk Factors” in the 2023 Annual Report and “Item 1A. Risk Factors” in this quarterly report. The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods. 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.
General
Our Businesses
Founded in 1990, Apollo is a high-growth, global alternative asset manager and a retirement services provider. Apollo conducts its business primarily in the United States through the following three reportable segments: Asset Management, Retirement Services and Principal Investing. These business segments are differentiated based on the investment services they provide as well as varying investing strategies. As of March 31, 2024, Apollo had a team of 4,945 employees, including 2,005 employees of Athene.
Asset Management
Our Asset Management segment focuses on three investing strategies: yield, hybrid and equity. We have a flexible mandate in many of the funds we manage which enables the funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds, accounts and other vehicles on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds and insurance companies, as well as other institutional and individual investors. As of March 31, 2024, we had total AUM of $671 billion.
The yield, hybrid and equity investing strategies of our Asset Management segment reflect the range of investment capabilities across our platform based on relative risk and return. As an asset manager, we earn fees for providing investment management services and expertise to our client base. The amount of fees charged for managing these assets depends on the underlying investment strategy, liquidity profile, and, ultimately, our ability to generate returns for our clients. We also earn capital solutions fees as part of our growing capital solutions business and as part of monitoring and deployment activity alongside our sizeable private equity franchise. After expenses, we call the resulting earnings stream “Fee Related Earnings” or “FRE”, which represents the primary performance measure for the Asset Management segment.
Yield
Yield is our largest asset management strategy with $501 billion of AUM as of March 31, 2024. Our yield 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 origination platforms and corporate solutions capabilities we seek to originate attractive and safe-yielding assets for the investors in the funds we manage. 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 March 31, 2024.
Hybrid
Our hybrid strategy, with $64 billion of AUM as of March 31, 2024, 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 19% gross IRR and a 15% net IRR from inception through March 31, 2024.
Equity
Our equity strategy manages $107 billion of AUM as of March 31, 2024. Our equity strategy emphasizes flexibility, complexity, and purchase price discipline to drive opportunistic-like returns for our clients throughout market cycles. Apollo’s equity team has experience across sectors, industries, and geographies in both private equity and real estate equity. 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. 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 March 31, 2024.
Retirement Services
Our retirement services business is conducted by Athene, a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. Athene’s primary product line is annuities, which include fixed, payout and group annuities issued in conjunction with pension group annuity transactions. Athene also offers funding agreements, which are comprised of funding agreements issued under its FABN program, secured and other funding agreements, funding agreements issued to the FHLB and repurchase agreements with an original maturity exceeding one year. Our asset management business provides a full suite of services for Athene’s investment portfolio, including direct investment management, asset allocation, mergers and acquisitions asset diligence and certain operational support services, including investment compliance, tax, legal and risk management support.
Our retirement services business focuses on generating spread income by combining the two core competencies of (1) sourcing long-term, persistent liabilities and (2) using the global scale and reach of our asset management business to actively source or originate assets with Athene’s preferred risk and return characteristics. Athene’s investment philosophy is to invest a portion of its assets in securities that earn an incremental yield by taking measured liquidity and complexity risk and capitalize on its long-dated, persistent liability profile to prudently achieve higher net investment earned rates, rather than assuming incremental credit risk. A cornerstone of Athene’s investment philosophy is that given the operating leverage inherent in its business, modest investment outperformance can translate to outsized return performance. Because Athene maintains discipline in underwriting attractively priced liabilities, it has the ability to invest in a broad range of high-quality assets to generate attractive earnings.
Principal Investing
Our Principal Investing segment is comprised of our realized performance fee income, realized investment income from our balance sheet investments, and certain allocable expenses related to corporate functions supporting the entire company. The Principal Investing segment also includes our growth capital and liquidity resources at AGM. Over time, we may deploy capital into strategic investments over time that will help accelerate the growth of our Asset Management segment, by broadening our investment management and/or product distribution capabilities or increasing the efficiency of our operations. We believe these investments may translate into greater compounded annual growth of Fee Related Earnings.
Given the cyclical nature of performance fees, earnings from our Principal Investing segment, or PII, are inherently more volatile in nature than earnings from the Asset Management and Retirement Services segments. We earn fees based on the investment performance of the funds we manage and compensate our employees, primarily investment professionals, with a meaningful portion of these proceeds to align our team with the investors in the funds we manage and incentivize them to deliver strong investment performance over time. To enhance this alignment, we have increased the proportion of performance fee income we pay to our employees over the last few years.
The diagram below depicts our current organizational structure:
Note: The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure.
(1)Includes direct and indirect ownership by AGM.
Business Environment
Economic and Market Conditions
Our asset management and retirement services businesses are affected by the condition of global financial markets and the economy. Price fluctuations within equity, credit, commodity, 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, 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 includes global inflation. U.S. inflation eased but remained elevated in 2023 as the U.S. Federal Reserve continued its interest rate hiking cycle, given that the Consumer Price Index persisted above the 2% target. The U.S. Bureau of Labor Statistics reported that the annual U.S. inflation rate increased modestly to 3.5% as of March 31, 2024, compared to 3.4% as of December 31, 2023. The U.S. Federal Reserve finished the quarter with a benchmark interest rate target range of 5.25% to 5.50%, unchanged from its July 2023 meeting.
Equity market performance was strong during the first quarter of 2024, despite reduced expectations for Federal Reserve rate cuts. In the U.S., the S&P 500 Index increased by 10.2% during the first quarter of 2024, following an increase of 11.2% in the fourth quarter of 2023. Global equity markets also increased during the quarter, with the MSCI All Country World ex USA Index increasing by 5.7%, following an increase of 10.6% in the fourth quarter of 2023.
Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the first quarter of 2024, with the BofAML HY Master II Index increasing by 1.5%, while the S&P/LSTA Leveraged Loan Index increased by 2.0%.
In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 1.6% in the first quarter of 2024, following an increase of 3.4% in the fourth quarter of 2023. As of April 2024, the International Monetary Fund estimated that the U.S. economy will expand by 2.7% in 2024 and 1.9% in 2025. The U.S. Bureau of Labor Statistics reported that the U.S. unemployment rate increased to 3.8% as of March 31, 2024.
Foreign exchange rates can materially impact the valuations of our investments and those of the funds we manage that are denominated in currencies other than the U.S. dollar. The U.S. dollar strengthened in the first quarter of 2024 compared to the euro and the British pound. Relative to the U.S. dollar, the euro depreciated 2.3% during the first quarter of 2024, after appreciating 4.4% in the fourth quarter of 2023, while the British pound depreciated 0.8% during the first quarter of 2024, after appreciating 4.4% in the fourth quarter of 2023. Oil finished a volatile quarter up 16.1% from the fourth quarter of 2023.
We are actively monitoring the developments in Ukraine resulting from the Russia/Ukraine conflict and the economic sanctions and restrictions imposed against Russia, Belarus, and certain Russian and Belarussian entities and individuals. The Company continues to (i) identify and assess any exposure to designated persons or entities across the Company’s business; (ii) ensure existing surveillance and controls are calibrated to the evolving sanctions; and (iii) ensure appropriate levels of communication across the Company, and with other relevant market participants, as appropriate.
As of March 31, 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. The Company and the funds we manage do not intend to make any new material investments in Russia, and have appropriate controls in place to ensure review of any new exposure.
Institutional investors continue to allocate capital towards alternative investment managers in search of more attractive returns, and we believe the business environment remains generally accommodative to raise larger successor funds, launch new products, and pursue attractive strategic growth opportunities.
Interest Rate Environment
Rates increased during the first quarter of 2024, with the U.S. 10-year Treasury yield at 4.20%, compared to 3.88% at the end of 2023. The U.S. 2-year and 10-year Treasury yield curves remain inverted.
With respect to Retirement Services, Athene’s investment portfolio consists predominantly of fixed maturity investments. If prevailing interest rates were to rise, we believe the yield on Athene’s new investment purchases may also rise and its investment income from floating rate investments would increase, while the value of its existing investments may decline. If prevailing interest rates were to decline significantly, the yield on Athene’s new investment purchases may decline and its investment income from floating rate investments would decrease, while the value of its existing investments may increase.
Athene addresses interest rate risk through managing the duration of the liabilities it sources with assets it acquires through asset liability management (“ALM”) modeling. As part of its investment strategy, Athene purchases floating rate investments, which are expected to perform well in a rising interest rate environment and are expected to underperform in a declining rate environment. Athene manages its interest rate risk in a declining rate environment through hedging activity or the issuance of additional floating rate liabilities in order to lower its overall net floating rate position. As of March 31, 2024, Athene’s net invested asset portfolio included $44.5 billion of floating rate investments, or 20% of its net invested assets, and its net reserve liabilities included $28.4 billion of floating rate liabilities at notional, or 13% of its net invested assets, resulting in $16.1 billion of net floating rate assets, or 7% of its net invested assets.
If prevailing interest rates were to rise, we believe Athene’s products would be more attractive to consumers and its sales would likely increase. If prevailing interest rates were to decline, it is likely that Athene’s products would be less attractive to consumers and its sales would likely decrease. In periods of prolonged low interest rates, the net investment spread may be negatively impacted by reduced investment income to the extent that Athene is unable to adequately reduce policyholder crediting rates due to policyholder guarantees in the form of minimum crediting rates or otherwise due to market conditions. A significant majority of Athene’s deferred annuity products have crediting rates that it may reset annually upon renewal,
following the expiration of the current guaranteed period. While Athene has the contractual ability to lower these crediting rates to the guaranteed minimum levels, its willingness to do so may be limited by competitive pressures.
See “Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk,” in this report and “Part II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” in our 2023 Annual Report, which include a discussion regarding interest rate and other significant risks and our strategies for managing these risks.
Overview of Results of Operations
Financial Measures under U.S. GAAP - Asset Management
The following discussion of financial measures under U.S. GAAP is based on Apollo’s asset management business as of March 31, 2024.
Revenues
Management Fees
The significant growth of the assets we manage has had a positive effect on our revenues. Management fees are typically calculated based upon any of “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted costs of all unrealized portfolio investments,” “capital commitments,” “invested capital,” “adjusted assets,” “capital contributions,” or “stockholders’ equity,” each as defined in the applicable limited partnership agreement and/or management agreement of the unconsolidated funds or accounts.
Advisory and Transaction Fees, Net
As a result of providing advisory services with respect to actual and potential investments, we are entitled to receive fees for transactions related to the acquisition and, in certain instances, disposition and financing of companies, some of which are portfolio companies of the funds we manage, as well as fees for ongoing monitoring of portfolio company operations and directors’ fees. We also receive advisory fees for advisory services provided to certain funds. In addition, monitoring fees are generated on certain structured portfolio company investments. 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 (up to 100%) of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Such amounts are presented as a reduction to advisory and transaction fees, net, in the condensed consolidated statements of operations.
Performance Fees
The general partners of the funds we manage are entitled to an incentive return of normally up to 20% of the total returns of a fund’s capital, depending upon performance of the underlying funds and subject to preferred returns and high water marks, as applicable. Performance fees, categorized as performance allocations, are accounted for as an equity method investment, and effectively, the performance fees for any period are based upon an assumed liquidation of the funds’ assets at the reporting date, and distribution of the net proceeds in accordance with the funds’ allocation provisions. Performance fees categorized as incentive fees, which are not accounted for as an equity method investment, are deferred until fees are probable to not be significantly reversed. The majority of performance fees are comprised of performance allocations.
As of March 31, 2024, approximately 42% 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 58% was determined primarily by comparable company and industry multiples or discounted cash flow models. See “Item 1A. 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” in the 2023 Annual Report 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.
In certain funds we manage, generally in our equity strategy, the Company does not earn performance fees until the investors have achieved cumulative investment returns on invested capital (including management fees and expenses) in excess of an 8% hurdle rate. Additionally, certain of the yield and hybrid funds we manage have various performance fee rates and hurdle rates. Certain of the yield and hybrid 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 fund; thereafter, the Company participates in returns from the fund at the performance fee rate. Performance fees, categorized as performance allocations, are subject to reversal to the extent that the performance fees distributed exceed the amount due to the general partner based on a fund’s cumulative investment returns. The Company recognizes potential repayment of previously received performance fees as a general partner obligation representing all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying fund’s investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life or as otherwise set forth in the respective limited partnership agreement of the fund.
The table below presents an analysis of Apollo’s (i) performance fees receivable on an unconsolidated basis, (ii) unrealized performance fees and (iii) realized performance fees, inclusive of realized incentive fees:
| March 31, 2024 | Performance Fees for the Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Performance Fees Receivable on an Unconsolidated Basis | Unrealized | Realized | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AIOF I and II | $ | 25 | $ | 7 | $ | — | $ | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ANRP I, II and III1 | 67 | 35 | — | 35 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EPF Funds1 | 19 | (1) | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FCI Funds | 151 | 3 | — | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund X | 57 | 56 | — | 56 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund IX | 1,772 | 58 | 44 | 102 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VIII2 | 107 | (5) | 1 | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VII2 | — | (26) | 27 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VI | 25 | — | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HVF I | 48 | 3 | 4 | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Equity | 72 | 1 | — | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate Credit | 52 | 10 | 20 | 30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Structured Finance and ABS | 119 | 16 | 8 | 24 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct Origination | 54 | 2 | 19 | 21 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other1,3 | 605 | 107 | 15 | 122 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 3,173 | $ | 266 | $ | 140 | $ | 406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total, net of profit sharing payable4/expense | $ | 1,560 | $ | 109 | $ | 78 | $ | 187 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 As of March 31, 2024, certain funds had $164 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 March 31, 2024. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 As of March 31, 2024, the remaining investments and escrow cash of Fund VIII was valued at 104% of the fund’s unreturned capital, which was below the required escrow ratio of 115%. As a result, the 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 March 31, 2024, Fund VIII had $86 million of gross performance fees or $47 million net of profit sharing, in escrow. With respect to Fund VIII, realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per the funds’ partnership agreements. Performance fees receivable as of March 31, 2024 and realized performance fees for the three months ended March 31, 2024 include interest earned on escrow balances that is not subject to contingent repayment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 Other includes certain SIAs. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 There was a corresponding profit sharing payable of $1.6 billion as of March 31, 2024, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $53 million. |
The general partners of certain of the funds we manage accrue performance fees, categorized as performance allocations, when the fair value of investments exceeds the cost basis of the individual investors’ investments in the fund, including any allocable share of expenses incurred in connection with such investments, which we refer to as “high water marks.” These high water marks are applied on an individual investor basis. Certain of the funds we manage have investors with various high water marks, the achievement of which is subject to market conditions and investment performance.
Performance fees from certain funds we manage are subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed from inception to date exceeds the amount computed
as due to the general partner at the final distribution. These general partner obligations, if applicable, are included in due to related parties on the condensed consolidated statements of financial condition.
The following table summarizes our performance fees since inception through March 31, 2024:
| Performance Fees Since Inception****1 | |||||||||||||||||||||||||||||
| (In millions) | Undistributed by Fund and Recognized | Distributed by Fund and Recognized****2 | Total Undistributed and Distributed by Fund and Recognized****3 | General Partner Obligation****3 | Maximum Performance Fees Subject to Potential Reversal****4 | ||||||||||||||||||||||||
| AIOF I and II | $ | 25 | $ | 63 | $ | 88 | $ | — | $ | 55 | |||||||||||||||||||
| ANRP I, II and III | 67 | 161 | 228 | 32 | 85 | ||||||||||||||||||||||||
| EPF Funds | 19 | 521 | 540 | 112 | 134 | ||||||||||||||||||||||||
| FCI Funds | 151 | 24 | 175 | — | 151 | ||||||||||||||||||||||||
| Fund X | 57 | — | 57 | — | 57 | ||||||||||||||||||||||||
| Fund IX | 1,772 | 922 | 2,694 | — | 2,333 | ||||||||||||||||||||||||
| Fund VIII | 107 | 1,779 | 1,886 | — | 1,265 | ||||||||||||||||||||||||
| Fund VII | — | 3,271 | 3,271 | — | — | ||||||||||||||||||||||||
| Fund VI | 25 | 1,664 | 1,689 | — | — | ||||||||||||||||||||||||
| Fund IV and Fund V | — | 2,023 | 2,023 | 1 | — | ||||||||||||||||||||||||
| HVF I | 48 | 246 | 294 | — | 169 | ||||||||||||||||||||||||
| Real Estate Equity | 72 | 77 | 149 | 13 | 75 | ||||||||||||||||||||||||
| Corporate Credit | 52 | 953 | 1,005 | — | 34 | ||||||||||||||||||||||||
| Structured Finance and ABS | 119 | 52 | 171 | — | 112 | ||||||||||||||||||||||||
| Direct Origination | 54 | 138 | 192 | — | 36 | ||||||||||||||||||||||||
| Other5 | 605 | 1,893 | 2,499 | 6 | 761 | ||||||||||||||||||||||||
| Total | $ | 3,173 | $ | 13,787 | $ | 16,961 | $ | 164 | $ | 5,267 | |||||||||||||||||||
| 1 Certain funds are denominated in euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.08 as of March 31, 2024. Certain funds are denominated in pounds sterling and historical figures are translated into U.S. dollars at an exchange rate of £1.00 to $1.26 as of March 31, 2024. | |||||||||||||||||||||||||||||
| 2 Amounts in “Distributed by Fund and Recognized” for the Citi Property Investors (“CPI”), Gulf Stream Asset Management, LLC (“Gulf Stream”), Stone Tower Capital LLC and its related companies (“Stone Tower”) funds and SIAs are presented for activity subsequent to the respective acquisition dates. Amounts exclude certain performance fees from business development companies and Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge. | |||||||||||||||||||||||||||||
| 3 Amounts were computed based on the fair value of fund investments on March 31, 2024. Performance fees have been allocated to and recognized by the general partner. Based on the amount allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed performance fees at March 31, 2024. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund. | |||||||||||||||||||||||||||||
| 4 Represents the amount of performance fees that would be reversed if remaining fund investments became worthless on March 31, 2024. Amounts subject to potential reversal of performance fees include amounts undistributed by a fund (i.e., the performance fees receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes and not subject to a general partner obligation to return previously distributed performance fees, except for those funds that are gross of taxes as defined in the respective funds’ governing documents. | |||||||||||||||||||||||||||||
| 5 Other includes certain SIAs. |
Expenses
Compensation and Benefits
The most significant expense in our asset management business is compensation and benefits expense. This consists of fixed salary, discretionary and non-discretionary bonuses, profit sharing expense associated with the performance fees earned and compensation expense associated with the vesting of non-cash equity-based awards.
Our compensation arrangements with certain employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs rise. Our compensation costs also reflect the increased investment in people as we expand geographically and create new funds.
In addition, certain professionals and selected other individuals have a profit sharing interest in the performance fees earned in order to better align their interests with our own and with those of the investors in the funds we manage. Profit sharing expense is part of our compensation and benefits expense and is generally based upon a fixed percentage of performance fees. Certain of our performance-based incentive arrangements provide for compensation based on realized performance fees which includes
fees earned by the general partners of the funds we manage under the applicable fund limited partnership agreements based upon transactions that have closed or other rights to incentive income cash that have become fixed in the applicable calendar year period. Profit sharing expense can reverse during periods when there is a decline in performance fees that were previously recognized. Profit sharing amounts are normally distributed to employees after the corresponding investment gains have been realized and generally before preferred returns are achieved for the investors. Therefore, changes in our unrealized performance fees have the same effect on our profit sharing expense. Profit sharing expense increases when unrealized performance fees increase. Realizations only impact profit sharing expense to the extent that the effects on investments have not been recognized previously. If losses on other investments within a fund are subsequently realized, the profit sharing amounts previously distributed are normally subject to a general partner obligation to return performance fees previously distributed back to the funds. This general partner obligation due to the funds would be realized only when the fund is liquidated, which generally occurs at the end of the fund’s term. However, indemnification obligations also exist for realized gains with respect to certain funds, which, although our Former Managing Partners and Contributing Partners would remain personally liable, may indemnify our Former Managing Partners and Contributing Partners for 17.5% to 100% of the previously distributed profits regardless of the fund’s future performance. See note 15 to our condensed consolidated financial statements for further information regarding the Company’s indemnification liability.
The Company grants equity awards to certain employees, including RSUs and restricted shares of common stock, that generally vest and become exercisable in quarterly installments or annual installments depending on the award terms. In some instances, vesting of an RSU is also subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. See note 12 to our condensed consolidated financial statements for further discussion of equity-based compensation.
Other expenses
The balance of our other expenses includes interest, placement fees, and general, administrative and other operating expenses. Interest expense consists primarily of interest related to the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2033 Senior Notes, the 2048 Senior Notes, the 2050 Subordinated Notes and the 2053 Subordinated Notes as discussed in note 11 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. In cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract, and amortized over the life of the customer contract. General, administrative and other expenses includes occupancy expense, depreciation and amortization, professional fees and costs related to travel, information technology and administration. Occupancy expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation and amortization of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging from two to sixteen years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets.
Other Income (Loss)
Net Gains (Losses) from Investment Activities
Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in our investment portfolio between the opening reporting date and the closing reporting date. Net unrealized gains (losses) are a result of changes in the fair value of unrealized investments and reversal of unrealized gains (losses) due to dispositions of investments during the reporting period. Significant judgment and estimation goes into the assumptions that drive these models and the actual values realized with respect to investments could be materially different from values obtained based on the use of those models. The valuation methodologies applied impact the reported value of investment company holdings and their underlying portfolios in our condensed consolidated financial statements.
Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities (“VIEs”)
Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses subsequent to consolidation are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to non-controlling interests in the condensed consolidated statements of operations.
Other Income (Losses), Net
Other income (losses), net includes gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, remeasurement of the tax receivable agreement liability and other miscellaneous non-operating income and expenses.
Financial Measures under U.S. GAAP - Retirement Services
The following discussion of financial measures under U.S. GAAP is based on the Company’s retirement services business, which is operated by Athene, as of March 31, 2024.
Revenues
Premiums
Premiums for long-duration contracts, including products with fixed and guaranteed premiums and benefits, are recognized as revenue when due from policyholders. Insurance revenues are reported net of reinsurance ceded.
Product charges
Revenues for universal life-type policies and investment contracts, including surrender and market value adjustments, costs of insurance, policy administration, GMDB, GLWB and no-lapse guarantee charges, are earned when assessed against policyholder account balances during the period.
Net investment income
Net investment income is a significant component of Athene’s total revenues. Athene recognizes investment income as it accrues or is legally due, net of investment management and custody fees. Investment income on fixed maturity securities includes coupon interest, as well as the amortization of any premium and the accretion of any discount. Investment income on equity securities represents dividend income and preferred coupon interest.
Investment related gains (losses)
Investment related gains (losses) primarily consist of (i) realized gains and losses on sales of investments, (ii) unrealized gains or losses relating to identified risks within AFS securities in fair value hedging relationships, (iii) gains and losses on trading securities, (iv) gains and losses on equity securities, (v) changes in the fair value of the embedded derivatives and derivatives not designated as a hedge, (vi) changes in the fair value of mortgage loan assets and (vii) allowance for expected credit losses recorded through the provision for credit losses.
Expenses
Interest sensitive contract benefits
Universal life-type policies and investment contracts include traditional deferred annuities, indexed annuities consisting of fixed indexed and index-linked variable annuities in the accumulation phase, funding agreements, immediate annuities without significant mortality risk (which include pension group annuities without life contingencies), universal life insurance, and other investment contracts inclusive of assumed endowments without significant mortality risk. Liabilities for traditional deferred annuities, indexed annuities, funding agreements and universal life insurance are carried at the account balances without reduction for potential surrender or withdrawal charges, except for a block of universal life business ceded to Global Atlantic which is carried at fair value. Fixed indexed annuity, index-linked variable annuity and indexed universal life insurance contracts contain an embedded derivative. Benefit reserves for these contracts are reported as the sum of the fair value of the embedded derivative and the host (or guaranteed) component of the contracts. Liabilities for immediate annuities without significant mortality risk are calculated as the present value of future liability cash flows and policy maintenance expenses discounted at contractual interest rates. Certain contracts are offered with additional contract features that meet the definition of a market risk benefit. See “—Market risk benefits remeasurement (gains) losses” below for further information.
Changes in interest sensitive contract liabilities, excluding deposits and withdrawals, are recorded in interest sensitive contract benefits or product charges on the condensed consolidated statements of operations.
Future policy and other policy benefits
Athene issues contracts classified as long-duration, which include term and whole life, accident and health, disability, and deferred and immediate annuities with life contingencies (which include pension group annuities with life contingencies).
Liabilities for nonparticipating long-duration contracts are established as the estimated present value of benefits Athene expects to pay to or on behalf of the policyholder and related expenses less the present value of the net premiums to be collected, referred to as the net premium ratio. Liabilities for nonparticipating long-duration contracts are established using accepted actuarial valuation methods which require the use of assumptions related to discount rate, expenses, longevity, mortality, morbidity, persistency and other policyholder behavior. The liability for nonparticipating long-duration contracts is discounted using an upper-medium grade fixed income instrument yield aligned to the characteristics of the liability, including the duration and currency of the underlying cash flows.
Changes in the value of the liability for nonparticipating long-duration contracts due to changes in the discount rate are recognized as a component of OCI on the condensed consolidated statements of comprehensive income (loss). Changes in the liability for the remeasurement gains or losses and all other changes in the liability are recorded in future policy and other policy benefits on the condensed consolidated statements of operations.
Future policy benefits include liabilities for no-lapse guarantees on universal life insurance and fixed indexed universal life insurance. Each reporting period, expected excess benefits and assessments are updated with actual excess benefits and assessments and the liability balance is adjusted due to the OCI effects of unrealized investment gains and losses on AFS securities.
Changes in the liabilities associated with no-lapse guarantees, other than the adjustment for the OCI effects of unrealized investment gains and losses on AFS securities, are recorded in future policy and other policy benefits on the condensed consolidated statements of operations.
Market risk benefits remeasurement (gains) losses
Market risk benefits represent contracts or contract features that both provide protection to the contract holder from, and expose the insurance entity to, other-than-nominal capital market risk. Athene’s deferred annuity contracts contain GLWB and GMDB riders that meet the criteria for, and are classified as, market risk benefits.
Market risk benefits are measured at fair value at the contract level and may be recorded as a liability or an asset, which are included in market risk benefits or other assets, respectively, on the condensed consolidated statements of financial condition. Fees and assessments collectible from the policyholder at contract inception are allocated to the extent they are attributable to the market risk benefit. If the fees are sufficient to cover the projected benefits, a non-option based valuation model is used. If the fees are insufficient to cover the projected benefits, an option-based valuation model is used to compute the market risk benefit liability at contract inception, with an equal and offsetting adjustment recognized in interest sensitive contract liabilities.
Changes in fair value of market risk benefits are recorded in market risk benefits remeasurement (gains) losses on the condensed consolidated statements of operations, excluding portions attributed to changes in instrument-specific credit risk, which are recorded in OCI on the condensed consolidated statements of comprehensive income (loss). Ceded market risk benefits are measured at fair value and recorded within reinsurance recoverable on the condensed consolidated statements of financial condition.
Amortization of deferred acquisition costs, deferred sales inducements, and value of business acquired
Costs related directly to the successful acquisition of new, or the renewal of existing, insurance or investment contracts are deferred. These costs consist of commissions and policy issuance costs, as well as sales inducements credited to policyholder account balances, and are included in deferred acquisition costs, deferred sales inducements and value of business acquired on the condensed consolidated statements of financial condition.
Deferred costs related to universal life-type policies and investment contracts with significant revenue streams from sources other than investment of the policyholder funds are grouped into cohorts based on issue year and contract type and amortized on a constant level basis over the expected term of the related contracts. The cohorts and assumptions used for the amortization of
deferred costs are consistent with those used in estimating the related liabilities for these contracts. Deferred costs related to investment contracts without significant revenue streams from sources other than investment of the policyholder funds are amortized using the effective interest method. The effective interest method amortizes the deferred costs by discounting the future liability cash flows at a break-even rate. The break-even rate is solved for such that the present value of future liability cash flows is equal to the net liability at the inception of the contract. VOBA associated with acquired contracts can be either positive or negative and is amortized in relation to respective policyholder liabilities. Significant assumptions that impact VOBA amortization are consistent with those that impact the measurement of policyholder liabilities.
Amortization of DAC, DSI and VOBA is included in amortization of deferred acquisition costs, deferred sales inducements and value of business acquired on the condensed consolidated statements of operations.
Policy and other operating expenses
Policy and other operating expenses include normal operating expenses, policy acquisition expenses, interest expense, dividends to policyholders, integration, restructuring and other non-operating expenses and stock compensation expenses.
Other Financial Measures under U.S. GAAP
Income Taxes
Significant judgment is required in determining the provision for income taxes and in evaluating income tax positions, including evaluating uncertainties. We recognize the income tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the positions. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s income tax positions are reviewed and evaluated quarterly to determine whether or not we have uncertain tax positions that require financial statement recognition or de-recognition.
Deferred tax assets and liabilities are recognized for the expected future tax consequences, using currently enacted tax rates, of differences between the carrying amount of assets and liabilities and their respective tax basis. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the condensed consolidated financial statements. Non-controlling interests primarily include limited partner interests in certain consolidated funds and VIEs.
The authoritative guidance for non-controlling interests in the condensed consolidated financial statements requires reporting entities to present non-controlling interest as equity and provides guidance on the accounting for transactions between an entity and non-controlling interests. According to the guidance, (1) non-controlling interests are presented as a separate component of stockholders’ equity on the Company’s condensed consolidated statements of financial condition, (2) net income (loss) includes the net income (loss) attributable to the non-controlling interest holders on the Company’s condensed consolidated statements of operations, and (3) profits and losses are allocated to non-controlling interests in proportion to their ownership interests regardless of their basis.
Results of Operations
Below is a discussion of our condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023. For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:
| Three months ended March 31, | Total Change | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees | $ | 438 | $ | 414 | $ | 24 | 5.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advisory and transaction fees, net | 169 | 155 | 14 | 9.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment income (loss) | 402 | 452 | (50) | (11.1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incentive fees | 26 | 15 | 11 | 73.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,035 | 1,036 | (1) | (0.1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Premiums | 101 | 96 | 5 | 5.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product charges | 238 | 198 | 40 | 20.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | 3,576 | 2,612 | 964 | 36.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment related gains (losses) | 1,677 | 1,065 | 612 | 57.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues of consolidated variable interest entities | 411 | 281 | 130 | 46.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenues | 2 | 13 | (11) | (84.6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6,005 | 4,265 | 1,740 | 40.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Revenues | 7,040 | 5,301 | 1,739 | 32.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation and benefits: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Salary, bonus and benefits | 269 | 255 | 14 | 5.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | 176 | 124 | 52 | 41.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Profit sharing expense | 222 | 291 | (69) | (23.7) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total compensation and benefits | 667 | 670 | (3) | (0.4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 51 | 31 | 20 | 64.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General, administrative and other | 240 | 197 | 43 | 21.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 958 | 898 | 60 | 6.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract benefits | 2,884 | 1,289 | 1,595 | 123.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Future policy and other policy benefits | 543 | 466 | 77 | 16.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Market risk benefits remeasurement (gains) losses | (154) | 346 | (500) | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired | 207 | 138 | 69 | 50.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Policy and other operating expenses | 453 | 437 | 16 | 3.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3,933 | 2,676 | 1,257 | 47.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Expenses | 4,891 | 3,574 | 1,317 | 36.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (loss) – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net gains (losses) from investment activities | 39 | (2) | 41 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net gains (losses) from investment activities of consolidated variable interest entities | 25 | 34 | (9) | (26.5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (loss), net | (26) | 32 | (58) | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Other income (loss) | 38 | 64 | (26) | (40.6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Continued) |
| Three months ended March 31, | Total Change | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income tax (provision) benefit | 2,187 | 1,791 | 396 | 22.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax (provision) benefit | (422) | (253) | (169) | 66.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 1,765 | 1,538 | 227 | 14.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (338) | (528) | 190 | (36.0) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Apollo Global Management, Inc. | 1,427 | 1,010 | 417 | 41.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | (24) | — | (24) | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) available to Apollo Global Management, Inc. common stockholders | $ | 1,403 | $ | 1,010 | $ | 393 | 38.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Concluded) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note: “NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful. |
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
In this section, references to 2024 refer to the three months ended March 31, 2024 and references to 2023 refer to the three months ended March 31, 2023.
Asset Management
Revenues
Revenues were $1,035 million in 2024, a decrease of $1 million from $1,036 million in 2023, primarily driven by lower investment income, partially offset by higher management fees and advisory and transaction fees, net. Investment income decreased $50 million in 2024 to $402 million compared to $452 million in 2023. The decrease in investment income of $50 million in 2024 was driven by decreases in performance allocations and principal investment income of $38 million and $12 million, respectively.
Significant drivers for performance allocations in 2024 were performance allocations primarily earned from Fund IX, Fund X, Credit Strategies and Redding Ridge Holdings of $105 million, $56 million, $23 million and $23 million, respectively.
See below for details on the respective performance allocations in 2024.
The performance allocations earned from Fund IX in 2024 were primarily driven by appreciation and realization of the fund’s investments in the leisure and distressed investments sectors.
The performance allocations earned from Fund X in 2024 were primarily driven by appreciation and realization of the fund’s investments in the (i) distressed investments, (ii) manufacturing and industrial, and (iii) chemicals sectors.
The performance allocations earned from Credit Strategies in 2024 were primarily driven by the net income generated by the fund’s investments.
The performance allocations earned from Redding Ridge Holdings in 2024 were primarily driven by existing and new CLO issuances, CLO contract acquisitions, new consulting contracts and accumulation of warehouse assets.
Management fees increased by $24 million to $438 million in 2024 from $414 million in 2023. The increase in management fees was primarily attributable to management fees earned from Fund X of $13 million, driven by an increase in capital commitments, partially offset by a decrease in management fees earned from Fund VIII of $5 million correlated with its decrease in invested capital. Additionally, management fees also benefited from increases in fees earned from ADS of $8 million and ISGI advised clients of $5 million.
Advisory and transaction fees increased by $14 million to $169 million in 2024 from $155 million in 2023. Advisory and transaction fees earned during 2024 were primarily attributable to advisory and transaction fees earned from companies in the (i) media, telecom and technology, (ii) business services, (iii) manufacturing and industrial and (iv) consumer and retail sectors.
Expenses
Expenses were $958 million in 2024, an increase of $60 million from $898 million in 2023 due to increases in general, administrative and other expenses and interest expense of $43 million and $20 million, respectively. General, administrative and other expenses were $240 million in 2024, an increase of $43 million from $197 million in 2023. The increase in 2024 was primarily driven by an increase in professional fees, higher travel and entertainment expenses and higher placement fees. Interest expense was $51 million in 2024, an increase of $20 million from $31 million in 2023. The increase in 2024 was primarily driven by new debt issuances during 2023.
Total compensation and benefits were $667 million in 2024, a decrease of $3 million from $670 million in 2023 primarily due to a decrease in profit sharing expense of $69 million, resulting from the corresponding lower investment income in 2024, partially offset by an increase in equity-based compensation of $52 million. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period. Equity-based compensation expense, in any given period, is generally comprised of: (i) performance grants which are tied to the Company’s receipt of performance fees, within prescribed periods and are typically recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable, and (ii) the impact of the 2021 one-time grants awarded to the Co-Presidents, all of which vest on a cliff basis subject to continued employment over five years, and a portion of which also vest on the Company’s achievement of FRE and SRE per share metrics.
Other Income (Loss)
Other income (loss) was $38 million in 2024, a decrease of $26 million from $64 million in 2023. This decrease was primarily driven by a decrease in other income (loss), net of $58 million and a decrease in net gains from investment activities of consolidated VIEs of $9 million, partially offset by an increase in net gains from investment activities of $41 million.
Other income of $64 million in 2023 was primarily attributable to net gains from consolidated VIEs and interest income earned on the Company’s money market funds and U.S. treasury securities, as a result of the rising interest rate environment. Other income of $38 million in 2024 was primarily attributable to appreciation from the Company’s balance sheet investments, derivatives gains and interest income earned on the Company’s money market funds and U.S. treasury securities, partially offset by an increase in earnout expense associated with a previous acquisition.
Retirement Services
Revenues
Retirement Services revenues were $6.0 billion in 2024, an increase of $1.7 billion from $4.3 billion in 2023. The increase was primarily driven by an increase in net investment income, an increase in investment related gains (losses) and an increase in revenues of consolidated VIEs.
Net investment income was $3.6 billion in 2024, an increase of $1.0 billion from $2.6 billion in 2023, primarily driven by significant growth in Athene’s investment portfolio attributed to strong net flows during the previous twelve months, higher rates on new deployment related to the higher interest rate environment and higher floating rate income.
Investment related gains (losses) were $1.7 billion in 2024, an increase of $612 million from $1.1 billion in 2023, primarily due to the change in FIA hedging derivatives and favorable net foreign exchange impacts, partially offset by changes in fair value of reinsurance assets, mortgage loans and trading securities. The change in fair value of FIA hedging derivatives increased $1.3 billion, primarily driven by the favorable performance of the equity indices upon which Athene’s call options are based, with the 2024 impact amplified by the strong growth in Athene’s FIA block of business over the previous twelve months. The largest percentage of Athene’s call options are based on the S&P 500 index, which increased 10.2% in 2024, compared to an increase of 7.0% in 2023. The favorable net foreign exchange impacts were primarily related to the strengthening of the U.S. dollar against foreign currencies in comparison to 2023 and the continued growth in foreign denominated business. The change in fair value of reinsurance assets decreased $678 million, the change in fair value of mortgage loans decreased $635 million and the change in fair value of trading securities decreased $129 million primarily driven by an increase in U.S. Treasury rates in 2024 compared to a decrease in 2023.
Revenues of consolidated VIEs were $411 million in 2024, an increase of $130 million from $281 million in 2023, primarily driven by unrealized gains on assets held by AAA, partially offset by an unfavorable change in the fair value of mortgage loans held in VIEs related to an increase in U.S. Treasury rates in 2024 compared to a decrease in 2023.
Expenses
Retirement Services expenses were $3.9 billion in 2024, an increase of $1.3 billion from $2.7 billion in 2023. The increase was primarily driven by an increase in interest sensitive contract benefits and an increase in future policy and other policy benefits, partially offset by a decrease in market risk benefits remeasurement (gains) losses.
Interest sensitive contract benefits were $2.9 billion in 2024, an increase of $1.6 billion from $1.3 billion in 2023, primarily driven by an increase in the change in Athene’s fixed indexed annuity reserves, an increase in rates on deferred annuity and funding agreement issuances, as well as on existing floating rate funding agreements, driven by higher U.S. Treasury rates, and significant growth in Athene’s deferred annuity and funding agreement blocks of business. The change in Athene’s fixed indexed annuity reserves includes the impact from changes in the fair value of FIA embedded derivatives. The increase in the change in fair value of FIA embedded derivatives of $704 million was primarily due to the performance of the equity indices to which Athene’s FIA policies are linked, with the 2024 impact amplified by the strong growth in Athene’s FIA block of business over the previous twelve months. The largest percentage of Athene’s FIA policies are linked to the S&P 500 index, which increased 10.2% in 2024, compared to an increase of 7.0% in 2023. The change in the fair value of FIA embedded derivatives was also driven by the unfavorable impact of rates on policyholder projected benefits. These impacts were partially offset by the favorable change in discount rates used in Athene’s embedded derivative calculations as 2024 experienced an increase in discount rates compared to a decrease in 2023.
Future policy and other policy benefits were $543 million in 2024, an increase of $77 million from $466 million in 2023, primarily driven by a $260 million increase in benefit payments as well as additional life reserves related to premiums, partially offset by a $56 million decrease in pension group annuity obligations compared to 2023 and a decrease in the AmerUs Closed Block fair value liability. The change in the AmerUs Closed Block fair value liability was primarily due to the increase in U.S. Treasury rates in 2024 compared to a decrease in 2023.
Market risk benefits remeasurement (gains) losses were $(154) million in 2024, a decrease of $500 million from $346 million in 2023. The gains in 2024 compared to the losses in 2023 were primarily driven by a favorable change in the fair value of market risk benefits. The change in fair value of market risk benefits was $454 million favorable compared to 2023 due to an increase in the risk-free discount rate across the curve, which is used in the fair value measurement of the liability for market risk benefits, and $55 million favorable related to more favorable equity market performance compared to 2023.
Income Tax (Provision) Benefit
The Company’s income tax provision totaled $422 million and $253 million in 2024 and 2023, respectively. The change to the provision was primarily related to the increase in pretax income subject to income tax. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 19.3% and 14.1% for 2024 and 2023, respectively. The most significant reconciling items between the U.S. federal statutory income tax rate and the effective income tax rate were due to the following: (i) foreign, state and local income taxes, including NYC UBT, (ii) income attributable to non-controlling interests and (iii) equity-based compensation net of the limiting provisions for executive compensation under IRC Section 162(m). During the fourth quarter of 2023, the Company experienced a decrease to its consolidated effective income tax rate due to the one-time deferred tax benefit resulting from the enactment of the Bermuda Corporate Income Tax (“CIT”). The Company does not expect material impacts to its consolidated effective tax rate or earnings and results of operations as a result of the utilization of the deferred tax assets, though the Company can provide no assurance that the impacts will not be material in future years (see note 10 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).
Managing Business Performance - Key Segment and Non-U.S. GAAP Performance Measures
We believe that the presentation of Segment Income supplements a reader’s understanding of the economic operating performance of each of our segments.
Segment Income and Adjusted Net Income
Segment Income is the key performance measure used by management in evaluating the performance of the Asset Management, Retirement Services, and Principal Investing segments. See note 17 to the condensed consolidated financial statements for more details regarding the components of Segment Income and management’s consideration of Segment Income.
We believe that Segment Income is helpful for an understanding of our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed above in “—Overview of Results of Operations” that have been prepared in accordance with U.S. GAAP.
Adjusted Net Income (“ANI”) represents Segment Income less HoldCo interest and other financing costs and estimated income taxes. For purposes of calculating the Adjusted Net Income tax rate, Segment Income is reduced by HoldCo interest and financing costs. Income taxes on FRE and PII represents the total current corporate, local, and non-U.S. taxes as well as the current payable under Apollo’s tax receivable agreement. Income taxes on FRE and PII excludes the impacts of deferred taxes and the remeasurement of the tax receivable agreement, which arise from changes in estimated future tax rates. Certain assumptions and methodologies that impact the implied FRE and PII income tax provision are similar to those used under U.S. GAAP. Specifically, certain deductions considered in the income tax provision under U.S. GAAP relating to transaction related charges, equity-based compensation, and tax deductible interest expense are taken into account for the implied tax provision. Income Taxes on SRE represent the total current and deferred tax expense or benefit on income before taxes adjusted to eliminate the impact of the tax expense or benefit associated with the non-operating adjustments. Management believes the methodologies used to compute income taxes on FRE, SRE, and PII are meaningful to each segment and increases comparability of income taxes between periods.
Fee Related Earnings, Spread Related Earnings and Principal Investing Income
Fee Related Earnings, or “FRE”, is a component of Segment Income that is used as a supplemental performance measure to assess the performance of the Asset Management segment.
Spread Related Earnings, or “SRE”, is a component of Segment Income that is used as a supplemental performance measure 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.
Non-operating change in insurance liabilities and related derivatives includes the change in fair values of derivatives and embedded derivatives, non-operating change in funding agreements, change in fair value of market risk benefits, and non-operating change in liability for future policy benefits.
Principal Investing Income, or “PII”, is a component of Segment Income that is used as a supplemental performance measure to assess the performance of the Principal Investing segment.
See note 17 to the condensed consolidated financial statements for more details regarding the components of FRE, SRE, and PII.
We use Segment Income, ANI, FRE, SRE and PII as measures of operating performance, not as measures of liquidity. These measures should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of these measures without consideration of their related U.S. GAAP measures is not adequate due to the adjustments described above.
Net Invested Assets
In managing its business, Athene analyzes net invested assets, which does not correspond to total Athene investments, including investments in related parties, as disclosed in the condensed consolidated statements of financial condition and notes thereto. Net invested assets represent the investments that directly back Athene’s net reserve liabilities as well as surplus assets. Net invested assets is used in the computation of net investment earned rate, which is used to analyze the profitability of Athene’s investment portfolio. Net invested assets include (a) total investments on the condensed consolidated statements of financial condition with AFS 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 the derivative collateral offsetting the related cash positions. Athene includes the underlying investments supporting its assumed funds withheld and modco agreements and excludes the underlying investments related to ceded reinsurance transactions in its net invested assets calculation in order to match the assets with the income received. Athene believes the adjustments for reinsurance provide a view of the assets for which it has economic exposure. Net invested assets include Athene’s proportionate share of ACRA investments, based on its economic ownership, but do not include the proportionate share of investments associated with the non-controlling interests. Net invested assets are averaged over the number of quarters in the relevant period to compute a net investment earned rate for such period. While Athene believes net invested assets is a meaningful financial metric and enhances the understanding of the underlying drivers of its investment portfolio, it should not be used as a substitute for Athene’s total investments, including related parties, presented under U.S. GAAP.
Segment Analysis
Discussed below are our results of operations for each of our reportable segments. They represent the segment information available and utilized by management to assess performance and to allocate resources. See note 17 to our condensed consolidated financial statements for more information regarding our segment reporting.
Asset Management
The following table presents Fee Related Earnings, the performance measure of our Asset Management segment.
| Three months ended March 31, | Total Change | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees - Yield | $ | 440 | $ | 379 | $ | 61 | 16.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees - Hybrid | 61 | 57 | 4 | 7.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees - Equity | 151 | 141 | 10 | 7.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees | 652 | 577 | 75 | 13.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital solutions fees and other, net | 141 | 138 | 3 | 2.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fee-related performance fees | 46 | 27 | 19 | 70.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fee-related compensation | (220) | (211) | 9 | 4.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | (157) | (134) | 23 | 17.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fee Related Earnings (FRE) | $ | 462 | $ | 397 | $ | 65 | 16.4% |
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
In this section, references to 2024 refer to the three months ended March 31, 2024 and references to 2023 refer to the three months ended March 31, 2023.
FRE was $462 million in 2024, an increase of $65 million compared to $397 million in 2023. This increase was primarily attributable to increases in management fees and fee-related performance fees.
The increase in management fees was primarily attributable to management fees earned from Athene and Fund X of $49 million and $13 million, respectively, primarily driven by increases in fee-generating AUM and capital commitments, respectively, partially offset by a decrease in management fees earned from Fund VIII of $5 million correlated with its decrease in invested
capital. Management fees in 2024 benefited from robust growth from retirement services clients, strong levels of third-party asset management fundraising, and solid levels of capital deployment in yield and hybrid strategies.
The increase in fee-related performance fees in 2024 was primarily attributable to fees earned from ADS and MidCap Financial of $10 million and $7 million, respectively.
The growth of capital solutions fees moderated in 2024 and such fees were primarily attributable to fees earned from companies in the (i) financial services, (ii) manufacturing and industrial, (iii) media, telecom and technology and (iv) business services sectors.
The growth in revenues was offset, in part, by increases in other operating expenses and fee-related compensation expense associated with increased headcount to support the Company’s growth. The increase in other operating expenses in 2024 was primarily driven by higher travel and entertainment expenses and an increase in placement fees. Our emphasis on disciplined expense management amid decelerating hiring activity and investment spend helped to drive more than 150 basis points of FRE margin expansion in 2024.
Asset Management Operating Metrics
We monitor certain operating metrics that are common to the alternative asset management industry and directly impact the performance of our Asset Management segment. These operating metrics include Assets Under Management, gross capital deployment and uncalled commitments.
Assets Under Management
The following presents Apollo’s Total AUM and Fee-Generating AUM by investing strategy (in billions):
Note: Totals may not add due to rounding.
The following presents Apollo’s AUM with Future Management Fee Potential by investing strategy (in billions):
Note: Totals may not add due to rounding
The following tables present the components of Performance Fee-Eligible AUM for each of Apollo’s three investing strategies within the Asset Management segment:
| March 31, 2024 | |||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | |||||||||||||||||||
| Performance Fee-Generating AUM 1 | $ | 62,992 | $ | 27,863 | $ | 46,861 | $ | 137,716 | |||||||||||||||
| AUM Not Currently Generating Performance Fees | 3,794 | 4,564 | 3,742 | 12,100 | |||||||||||||||||||
| Uninvested Performance Fee-Eligible AUM | 14,214 | 14,083 | 30,786 | 59,083 | |||||||||||||||||||
| Total Performance Fee-Eligible AUM | $ | 81,000 | $ | 46,510 | $ | 81,389 | $ | 208,899 |
| March 31, 2023 | |||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | |||||||||||||||||||
| Performance Fee-Generating AUM 1 | $ | 48,732 | $ | 22,254 | $ | 43,105 | $ | 114,091 | |||||||||||||||
| AUM Not Currently Generating Performance Fees | 7,151 | 8,251 | 3,844 | 19,246 | |||||||||||||||||||
| Uninvested Performance Fee-Eligible AUM | 6,441 | 13,214 | 30,508 | 50,163 | |||||||||||||||||||
| Total Performance Fee-Eligible AUM | $ | 62,324 | $ | 43,719 | $ | 77,457 | $ | 183,500 |
| December 31, 2023 | |||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | |||||||||||||||||||
| Performance Fee-Generating AUM 1 | $ | 57,742 | $ | 25,363 | $ | 45,365 | $ | 128,470 | |||||||||||||||
| AUM Not Currently Generating Performance Fees | 4,674 | 5,989 | 5,635 | 16,298 | |||||||||||||||||||
| Uninvested Performance Fee-Eligible AUM | 11,069 | 15,022 | 30,889 | 56,980 | |||||||||||||||||||
| Total Performance Fee-Eligible AUM | $ | 73,485 | $ | 46,374 | $ | 81,889 | $ | 201,748 | |||||||||||||||
| 1 Performance Fee-Generating AUM of $8.8 billion, $4.2 billion and $5.4 billion as of March 31, 2024, March 31, 2023 and December 31, 2023, respectively, are above the hurdle rates or preferred returns and have been deferred to future periods when the fees are probable to not be significantly reversed. |
The components of Fee-Generating AUM by investing strategy are presented below:
| March 31, 2024 | |||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | |||||||||||||||||||
| Fee-Generating AUM based on capital commitments | $ | — | $ | 2,531 | $ | 25,703 | $ | 28,234 | |||||||||||||||
| Fee-Generating AUM based on invested capital | 4,616 | 9,944 | 25,434 | 39,994 | |||||||||||||||||||
| Fee-Generating AUM based on gross/adjusted assets | 373,457 | 4,598 | 864 | 378,919 | |||||||||||||||||||
| Fee-Generating AUM based on NAV | 46,449 | 11,521 | 980 | 58,950 | |||||||||||||||||||
| Total Fee-Generating AUM | $ | 424,522 | $ | 28,594 | $ | 52,981 | 1 | $ | 506,097 | ||||||||||||||
| 1 The weighted average remaining life of the traditional private equity funds as of March 31, 2024 was 68 months. |
| March 31, 2023 | |||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | |||||||||||||||||||
| Fee-Generating AUM based on capital commitments | $ | — | $ | 2,531 | $ | 20,641 | $ | 23,172 | |||||||||||||||
| Fee-Generating AUM based on invested capital | 3,350 | 10,277 | 26,701 | 40,328 | |||||||||||||||||||
| Fee-Generating AUM based on gross/adjusted assets | 322,465 | 4,829 | 596 | 327,890 | |||||||||||||||||||
| Fee-Generating AUM based on NAV | 42,422 | 10,844 | 551 | 53,817 | |||||||||||||||||||
| Total Fee-Generating AUM | $ | 368,237 | $ | 28,481 | $ | 48,489 | 1 | $ | 445,207 | ||||||||||||||
| 1 The weighted average remaining life of the traditional private equity funds at March 31, 2023 was 74 months. |
| December 31, 2023 | |||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | |||||||||||||||||||
| Fee-Generating AUM based on capital commitments | $ | — | $ | 2,531 | $ | 25,558 | $ | 28,089 | |||||||||||||||
| Fee-Generating AUM based on invested capital | 3,926 | 9,830 | 26,043 | 39,799 | |||||||||||||||||||
| Fee-Generating AUM based on gross/adjusted assets | 360,777 | 4,572 | 864 | 366,213 | |||||||||||||||||||
| Fee-Generating AUM based on NAV | 46,463 | 11,454 | 934 | 58,851 | |||||||||||||||||||
| Total Fee-Generating AUM | $ | 411,166 | $ | 28,387 | $ | 53,399 | 1 | $ | 492,952 | ||||||||||||||
| 1 The weighted average remaining life of the traditional private equity funds as of December 31, 2023 was 70 months. |
Apollo, through its consolidated subsidiary, ISG, provides asset management services to Athene with respect to assets in the accounts owned by or related to Athene (“Athene Accounts”), including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions asset diligence, hedging and other asset management services and receives management fees for providing these services. The Company, through ISG, also provides sub-allocation services with respect to a portion of the assets in the Athene Accounts. Apollo, through its asset management business, managed or advised $293.1 billion, $278.3 billion and $247.8 billion of AUM on behalf of Athene as of March 31, 2024, December 31, 2023 and March 31, 2023, respectively.
Apollo, through ISGI, provides investment advisory services with respect to certain assets in certain portfolio companies of Apollo funds and sub-advises the Athora Accounts and broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts 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. The Company refers to the portion of the Athora AUM that is not Athora Sub-Advised AUM as “Athora Non-Sub Advised” AUM. See note 15 to the condensed consolidated financial statements for more details regarding the fee arrangements with respect to the assets in the Athora Accounts. Apollo managed or advised $51.6 billion, $49.9 billion and $51.1 billion of AUM on behalf of Athora as of March 31, 2024, December 31, 2023 and March 31, 2023, respectively.
The following tables summarize changes in total AUM for each of Apollo’s three investing strategies within the Asset Management segment:
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | Yield | Hybrid | Equity | Total | |||||||||||||||||||||||||||||||||||||||
| Change in Total AUM1: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning of Period | $ | 480,452 | $ | 62,463 | $ | 107,861 | $ | 650,776 | $ | 392,466 | $ | 56,410 | $ | 98,771 | $ | 547,647 | |||||||||||||||||||||||||||||||
| Inflows | 36,658 | 1,360 | 1,817 | 39,835 | 51,071 | 3,158 | 2,540 | 56,769 | |||||||||||||||||||||||||||||||||||||||
| Outflows2 | (17,987) | (706) | (1,666) | (20,359) | (7,465) | (1,026) | (302) | (8,793) | |||||||||||||||||||||||||||||||||||||||
| Net Flows | 18,671 | 654 | 151 | 19,476 | 43,606 | 2,132 | 2,238 | 47,976 | |||||||||||||||||||||||||||||||||||||||
| Realizations | (4,737) | (507) | (2,398) | (7,642) | (1,184) | (659) | (1,486) | (3,329) | |||||||||||||||||||||||||||||||||||||||
| Market Activity3 | 6,218 | 1,051 | 1,125 | 8,394 | 3,182 | 1,072 | 1,181 | 5,435 | |||||||||||||||||||||||||||||||||||||||
| End of Period | $ | 500,604 | $ | 63,661 | $ | 106,739 | $ | 671,004 | $ | 438,070 | $ | 58,955 | $ | 100,704 | $ | 597,729 | |||||||||||||||||||||||||||||||
| 1 At the individual strategy level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income. | |||||||||||||||||||||||||||||||||||||||||||||||
| 2 Outflows for Total AUM include redemptions of $1.5 billion and $2.3 billion during the three months ended March 31, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Includes foreign exchange impacts of $(1.7) billion and $1.0 billion during the three months ended March 31, 2024 and 2023, respectively. |
Three Months Ended March 31, 2024
Total AUM was $671.0 billion at March 31, 2024, an increase of $20.2 billion, or 3.1%, compared to $650.8 billion at December 31, 2023. The net increase was primarily driven by subscriptions across the platform and the growth of our retirement services client assets, partially offset by outflows attributable to Atlas and distributions. More specifically, the net increase was due to:
-
Net flows of $19.5 billion primarily attributable to:
-
an $18.7 billion increase related to the funds we manage in our yield strategy primarily consisting of (i) $11.2 billion of subscriptions mostly related to the corporate credit and structured credit funds, (ii) $11.0 billion related to the growth of our retirement services client assets, and (iii) $3.1 billion of leverage, partially offset by $(7.0) billion of outflows resulting from the previously announced conclusion of the Atlas SP-Credit Suisse investment management agreement.
-
Realizations of $(7.6) billion primarily attributable to:
-
$(4.7) billion related to the funds we manage in our yield strategy, largely driven by the anticipated run-off related to the Atlas SP-Credit Suisse investment management agreement, and
-
$(2.4) billion related to the funds we manage in our equity strategy primarily consisting of distributions across the traditional private equity funds.
-
Market activity of $8.4 billion primarily attributable to:
-
$6.2 billion related to the funds we manage in our yield strategy primarily consisting of $5.3 billion related to our retirement services client assets and $0.9 billion related to the corporate credit and direct origination funds;
-
$1.1 billion related to the funds we manage in our hybrid strategy related to the hybrid credit and hybrid value funds; and
-
$1.1 billion related to the funds we manage in our equity strategy related to the traditional private equity funds.
The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three investing strategies within the Asset Management segment:
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Yield | Hybrid | Equity | Total | Yield | Hybrid | Equity | Total | |||||||||||||||||||||||||||||||||||||||
| Change in Fee-Generating AUM1: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning of Period | $ | 411,166 | $ | 28,387 | $ | 53,399 | $ | 492,952 | $ | 338,821 | $ | 26,113 | $ | 47,153 | $ | 412,087 | |||||||||||||||||||||||||||||||
| Inflows | 29,471 | 839 | 869 | 31,179 | 34,774 | 2,289 | 1,762 | 38,825 | |||||||||||||||||||||||||||||||||||||||
| Outflows2 | (21,024) | (765) | (743) | (22,532) | (8,208) | (261) | (89) | (8,558) | |||||||||||||||||||||||||||||||||||||||
| Net Flows | 8,447 | 74 | 126 | 8,647 | 26,566 | 2,028 | 1,673 | 30,267 | |||||||||||||||||||||||||||||||||||||||
| Realizations | (1,002) | (222) | (442) | (1,666) | (387) | (156) | (316) | (859) | |||||||||||||||||||||||||||||||||||||||
| Market Activity3 | 5,911 | 355 | (102) | 6,164 | 3,237 | 496 | (21) | 3,712 | |||||||||||||||||||||||||||||||||||||||
| End of Period | $ | 424,522 | $ | 28,594 | $ | 52,981 | $ | 506,097 | $ | 368,237 | $ | 28,481 | $ | 48,489 | $ | 445,207 | |||||||||||||||||||||||||||||||
| 1 At the individual strategy level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income. | |||||||||||||||||||||||||||||||||||||||||||||||
| 2 Outflows for Fee-Generating AUM include redemptions of $1.3 billion and $2.2 billion during the three months ended March 31, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Includes foreign exchange impacts of $(1.3) billion and $0.7 billion during the three months ended March 31, 2024 and 2023, respectively. |
Three Months Ended March 31, 2024
Total Fee-Generating AUM was $506.1 billion at March 31, 2024, an increase of $13.1 billion, or 2.7%, compared to $493.0 billion at December 31, 2023. The net increase was primarily driven by the growth of our retirement services client assets and subscriptions across the platform, partially offset by outflows attributable to Atlas. More specifically, the net increase was due to:
-
Net flows of $8.6 billion primarily attributable to:
-
an $8.4 billion increase related to the funds we manage in our yield strategy primarily consisting of (i) an $11.0 billion increase related to the growth of our retirement services client assets, and (ii) $3.3 billion of subscriptions primarily related to the corporate credit funds, partially offset by $(7.0) billion of outflows resulting from the previously announced conclusion of the Atlas SP-Credit Suisse investment management agreement.
-
Market activity of $6.2 billion primarily attributable to funds we manage in our yield strategy consisting of $5.4 billion related to our retirement services clients and ISGI advised clients.
-
Realizations of $(1.7) billion across our yield, hybrid and equity strategies.
Gross Capital Deployment and Uncalled Commitments
Gross capital deployment represents 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 Company. 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.
Uncalled commitments, by contrast, represent unfunded capital commitments that certain of the funds we manage have received from fund investors to fund future or current fund investments and expenses.
Gross capital deployment and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed, and which therefore could result in future revenues that include management fees, transaction fees and performance fees to the extent they are fee-generating. Gross capital deployment and uncalled commitments can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional capital that is deployed or will be deployed. Management uses gross capital deployment and uncalled commitments as key operating metrics since we believe the results are measures of investment activities of the funds we manage.
The following presents gross capital deployment and uncalled commitments (in billions):
As of March 31, 2024 and December 31, 2023, Apollo had $65 billion and $58 billion of dry powder, respectively, which represents 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. These amounts exclude uncalled commitments which can only be called for fund fees and expenses and commitments from perpetual capital vehicles.
Retirement Services
The following table presents Spread Related Earnings, the performance measure of our Retirement Services segment:
| Three months ended March 31, | Total Change | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
| Retirement Services: | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed income and other net investment income | $ | 2,454 | $ | 1,957 | $ | 497 | 25.4% | ||||||||||||||||||||||||||||||||||||||||
| Alternative net investment income | 266 | 185 | 81 | 43.8 | |||||||||||||||||||||||||||||||||||||||||||
| Net investment earnings | 2,720 | 2,142 | 578 | 27.0 | |||||||||||||||||||||||||||||||||||||||||||
| Strategic capital management fees | 25 | 14 | 11 | 78.6 | |||||||||||||||||||||||||||||||||||||||||||
| Cost of funds | (1,723) | (1,235) | 488 | 39.5 | |||||||||||||||||||||||||||||||||||||||||||
| Net investment spread | 1,022 | 921 | 101 | 11.0 | |||||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | (114) | (124) | (10) | (8.1) | |||||||||||||||||||||||||||||||||||||||||||
| Interest and other financing costs | (91) | (109) | (18) | (16.5) | |||||||||||||||||||||||||||||||||||||||||||
| Spread Related Earnings (SRE) | $ | 817 | $ | 688 | $ | 129 | 18.8% |
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
In this section, references to 2024 refer to the three months ended March 31, 2024 and references to 2023 refer to the three months ended March 31, 2023.
Spread Related Earnings
SRE was $817 million in 2024, an increase of $129 million, or 19%, compared to $688 million in 2023. The increase in SRE was primarily driven by higher net investment earnings and lower interest and other financing costs, partially offset by higher cost of funds.
Net investment earnings increased $578 million, primarily driven by $20.8 billion of growth in Athene’s average net invested assets, higher rates on new deployment related to the higher interest rate environment, higher floating rate income and favorable alternative investment performance. The favorable alternative investment performance compared to 2023 was primarily driven by favorable performance from Athene’s investment in Challenger Life Company Limited (“Challenger”) related to a share price increase in 2024 compared to a decrease in 2023, higher returns on its investment in Wheels related to strong performance and accelerated integration post-merger and more favorable performance from its investment in Redding Ridge attributed to continued strong growth. These impacts were partially offset by less favorable returns on Athene’s investment in Athora attributable to higher debt costs and operating expenses compared to 2023.
Cost of funds increased $488 million, primarily driven by higher rates on deferred annuity and funding agreement issuances, an increase in rates on existing floating rate funding agreements, significant growth in Athene’s retail, funding agreement and pension group annuity channels and an increase in the institutional block of business at higher crediting rates.
Interest and other financing costs decreased $18 million primarily related to lower interest expense resulting from a significant decrease in short-term repurchase agreements outstanding in 2024 compared to 2023, partially offset by interest expense related to Athene’s debt issuances in the fourth quarter of 2023 and the first quarter of 2024.
Net Investment Spread
| Three months ended March 31, | |||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||
| Fixed income and other net investment earned rate | 4.66 | % | 4.13 | % | 53bps | ||||||||||||
| Alternative net investment earned rate | 9.10 | % | 6.12 | % | 298bps | ||||||||||||
| Net investment earned rate | 4.89 | % | 4.25 | % | 64bps | ||||||||||||
| Strategic capital management fees | 0.04 | % | 0.03 | % | 1bp | ||||||||||||
| Cost of funds | (3.10) | % | (2.45) | % | 65bps | ||||||||||||
| Net investment spread | 1.83 | % | 1.83 | % | 0bps |
Net investment spread was 1.83% in 2024, in line with 2023, primarily driven by a higher net investment earned rate, offset by higher cost of funds.
Net investment earned rate was 4.89% in 2024, an increase of 64 basis points compared to 4.25% in 2023, primarily due to higher returns in Athene’s fixed income portfolio and favorable performance in its alternative investment portfolio. Fixed income and other net investment earned rate was 4.66% in 2024, an increase from 4.13% in 2023, primarily driven by higher rates on new deployment related to the higher interest rate environment and higher floating rate income. Alternative net investment earned rate was 9.10% in 2024, an increase from 6.12% in 2023, primarily driven by favorable performance from Athene’s investment in Challenger related to a share price increase in 2024 compared to a decrease in 2023, higher returns on its investment in Wheels related to strong performance and accelerated integration post-merger and more favorable performance from its investment in Redding Ridge attributed to continued strong growth. These impacts were partially offset by less favorable returns on Athene’s investment in Athora attributable to higher debt costs and operating expenses compared to 2023.
Cost of funds was 3.10% in 2024, an increase of 65 basis points compared to 2.45% in 2023, primarily driven by higher rates on deferred annuity and funding agreement issuances, an increase in rates on existing floating rate funding agreements and an increase in the institutional block of business at higher crediting rates.
Investment Portfolio
Athene had investments, including related parties and consolidated VIEs, of $275.2 billion and $259.2 billion as of March 31, 2024 and December 31, 2023, respectively. Athene’s investment strategy seeks to achieve sustainable risk-adjusted returns through the disciplined management of its investment portfolio against its long-duration liabilities, coupled with the diversification of risk. The investment strategies focus primarily on a buy and hold asset allocation strategy that may be adjusted periodically in response to changing market conditions and the nature of Athene’s liability profile. Athene takes advantage of its generally persistent liability profile by identifying investment opportunities with an emphasis on earning incremental yield by taking measured liquidity and complexity risk rather than assuming incremental credit risk. Athene has selected a diverse array of primarily high-grade fixed income assets including corporate bonds, structured securities and commercial and residential real estate loans, among others. Athene also maintains holdings in floating rate and less rate-sensitive instruments, including CLOs, non-agency RMBS and various types of structured products. In addition to its fixed income portfolio, Athene opportunistically allocates approximately 5% of its portfolio to alternative investments where it primarily focuses on fixed income-like, cash flow-based investments.
The following table presents the carrying values of Athene’s total investments, including related parties and consolidated VIEs:
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| (In millions, except percentages) | Carrying Value | Percentage of Total | Carrying Value | Percentage of Total | |||||||||||||||||||
| AFS securities, at fair value | |||||||||||||||||||||||
| U.S. government and agencies | $ | 5,803 | 2.1 | % | $ | 5,399 | 2.1 | % | |||||||||||||||
| U.S. state, municipal and political subdivisions | 1,031 | 0.4 | % | 1,046 | 0.4 | % | |||||||||||||||||
| Foreign governments | 1,784 | 0.7 | % | 1,899 | 0.7 | % | |||||||||||||||||
| Corporate | 83,424 | 30.3 | % | 78,246 | 30.2 | % | |||||||||||||||||
| CLO | 22,398 | 8.1 | % | 20,207 | 7.8 | % | |||||||||||||||||
| ABS | 13,870 | 5.0 | % | 13,383 | 5.2 | % | |||||||||||||||||
| CMBS | 6,936 | 2.5 | % | 6,591 | 2.5 | % | |||||||||||||||||
| RMBS | 7,627 | 2.8 | % | 7,567 | 2.9 | % | |||||||||||||||||
| Total AFS securities, at fair value | 142,873 | 51.9 | % | 134,338 | 51.8 | % | |||||||||||||||||
| Trading securities, at fair value | 1,685 | 0.6 | % | 1,706 | 0.7 | % | |||||||||||||||||
| Equity securities | 1,651 | 0.6 | % | 1,293 | 0.5 | % | |||||||||||||||||
| Mortgage loans, at fair value | 48,207 | 17.5 | % | 44,115 | 17.0 | % | |||||||||||||||||
| Investment funds | 110 | 0.1 | % | 109 | 0.1 | % | |||||||||||||||||
| Policy loans | 330 | 0.1 | % | 334 | 0.1 | % | |||||||||||||||||
| Funds withheld at interest | 23,230 | 8.4 | % | 24,359 | 9.4 | % | |||||||||||||||||
| Derivative assets | 7,159 | 2.6 | % | 5,298 | 2.1 | % | |||||||||||||||||
| Short-term investments, at fair value | 340 | 0.1 | % | 341 | 0.1 | % | |||||||||||||||||
| Other investments | 1,371 | 0.5 | % | 1,206 | 0.5 | % | |||||||||||||||||
| Total investments | 226,956 | 82.4 | % | 213,099 | 82.3 | % | |||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||
| AFS securities, at fair value | |||||||||||||||||||||||
| Corporate | 1,355 | 0.5 | % | 1,352 | 0.5 | % | |||||||||||||||||
| CLO | 4,446 | 1.6 | % | 4,268 | 1.7 | % | |||||||||||||||||
| ABS | 10,577 | 3.8 | % | 8,389 | 3.2 | % | |||||||||||||||||
| Total AFS securities, at fair value | 16,378 | 5.9 | % | 14,009 | 5.4 | % | |||||||||||||||||
| Trading securities, at fair value | 781 | 0.3 | % | 838 | 0.3 | % | |||||||||||||||||
| Equity securities, at fair value | 315 | 0.1 | % | 318 | 0.1 | % | |||||||||||||||||
| Mortgage loans, at fair value | 1,263 | 0.5 | % | 1,281 | 0.5 | % | |||||||||||||||||
| Investment funds | 1,626 | 0.6 | % | 1,632 | 0.6 | % | |||||||||||||||||
| Funds withheld at interest | 6,028 | 2.2 | % | 6,474 | 2.5 | % | |||||||||||||||||
| Short-term investments | 556 | 0.2 | % | 947 | 0.4 | % | |||||||||||||||||
| Other investments, at fair value | 336 | 0.1 | % | 343 | 0.1 | % | |||||||||||||||||
| Total related party investments | 27,283 | 9.9 | % | 25,842 | 9.9 | % | |||||||||||||||||
| Total investments, including related parties | 254,239 | 92.3 | % | 238,941 | 92.2 | % | |||||||||||||||||
| Investments of consolidated VIEs | |||||||||||||||||||||||
| Trading securities, at fair value | 2,034 | 0.7 | % | 2,136 | 0.8 | % | |||||||||||||||||
| Mortgage loans, at fair value | 2,147 | 0.8 | % | 2,173 | 0.8 | % | |||||||||||||||||
| Investment funds, at fair value | 16,707 | 6.1 | % | 15,820 | 6.2 | % | |||||||||||||||||
| Other investments, at fair value | 121 | 0.1 | % | 103 | — | % | |||||||||||||||||
| Total investments of consolidated VIEs | 21,009 | 7.7 | % | 20,232 | 7.8 | % | |||||||||||||||||
| Total investments, including related parties and consolidated VIEs | $ | 275,248 | 100.0 | % | $ | 259,173 | 100.0 | % |
The $16.1 billion increase in Athene’s total investments, including related parties and consolidated VIEs, as of March 31, 2024 compared to December 31, 2023 was primarily driven by growth from gross organic inflows of $20.1 billion in excess of gross liability outflows of $8.0 billion and an increase in derivative assets primarily related to the impact of favorable equity market performance on Athene’s call options and the purchase of additional derivatives to hedge equity market performance and foreign exchange impacts. Additionally, total investments, including related parties and consolidated VIEs, increased due to the
issuance of debt in the first quarter of 2024, an increase in VIE investment funds attributable to contributions from third-party investors into AAA and favorable performance of the underlying assets, and the reinvestment of earnings, partially offset by unrealized losses on AFS securities during the three months ended March 31, 2024 of $738 million, as well as unrealized losses on mortgage loans, attributable to an increase in U.S. Treasury rates in 2024.
Athene’s investment portfolio consists largely of high quality fixed maturity securities, loans and short-term investments, as well as additional opportunistic holdings in investment funds and other instruments, including equity holdings. Fixed maturity securities and loans include publicly issued corporate bonds, government and other sovereign bonds, privately placed corporate bonds and loans, mortgage loans, CMBS, RMBS, CLOs and ABS. A significant majority of Athene’s AFS portfolio, 96.9% and 96.5% as of March 31, 2024 and December 31, 2023, respectively, was invested in assets considered investment grade with an NAIC designation of 1 or 2.
Athene invests a portion of its investment portfolio in mortgage loans, which are generally comprised of high quality commercial first lien and mezzanine real estate loans. Athene has acquired mortgage loans through acquisitions and reinsurance arrangements, as well as through an active program to invest in new mortgage loans. It invests in CMLs on income producing properties including hotels, apartments, retail and office buildings, and other commercial and industrial properties. Athene’s RML portfolio primarily consists of first lien RMLs collateralized by properties located in the U.S.
Funds withheld at interest represent a receivable for amounts contractually withheld by ceding companies in accordance with modco and funds withheld reinsurance agreements in which Athene acts as the reinsurer. Generally, assets equal to statutory reserves are withheld and legally owned by the ceding company.
While the substantial majority of Athene’s investment portfolio has been allocated to corporate bonds and structured credit products, a key component of Athene’s investment strategy is the opportunistic acquisition of investment funds with attractive risk and return profiles. Athene’s investment fund portfolio consists of funds or similar equity structures that employ various strategies including equity, hybrid and yield funds. Athene has a strong preference for alternative investments that have some or all of the following characteristics, among others: (1) investments that constitute a direct investment or an investment in a fund with 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 (3) investments that Athene believes have less downside risk.
Athene holds derivatives for economic hedging purposes to reduce its exposure to the cash flow variability of assets and liabilities, equity market risk, interest rate risk, credit risk and foreign exchange risk. Athene’s primary use of derivative instruments relates to providing the income needed to fund the annual index credits on its FIA products. Athene primarily uses fixed indexed options to economically hedge indexed annuity products that guarantee the return of principal to the policyholder and credit interest based on a percentage of the gain in a specific market index.
Net Invested Assets
The following summarizes Athene’s net invested assets:
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| (In millions, except percentages) | Net Invested Asset Value****1 | Percentage of Total | Net Invested Asset Value****1 | Percentage of Total | |||||||||||||||||||
| Corporate | $ | 86,528 | 38.1 | % | $ | 82,883 | 38.1 | % | |||||||||||||||
| CLO | 21,466 | 9.4 | % | 20,538 | 9.4 | % | |||||||||||||||||
| Credit | 107,994 | 47.5 | % | 103,421 | 47.5 | % | |||||||||||||||||
| CML | 27,008 | 11.9 | % | 25,977 | 11.9 | % | |||||||||||||||||
| RML | 19,859 | 8.7 | % | 18,021 | 8.3 | % | |||||||||||||||||
| RMBS | 7,741 | 3.4 | % | 7,795 | 3.6 | % | |||||||||||||||||
| CMBS | 5,805 | 2.6 | % | 5,580 | 2.6 | % | |||||||||||||||||
| Real estate | 60,413 | 26.6 | % | 57,373 | 26.4 | % | |||||||||||||||||
| ABS | 23,897 | 10.5 | % | 22,202 | 10.2 | % | |||||||||||||||||
| Alternative investments | 11,747 | 5.2 | % | 11,659 | 5.4 | % | |||||||||||||||||
| State, municipal, political subdivisions and foreign government | 3,373 | 1.5 | % | 3,384 | 1.5 | % | |||||||||||||||||
| Equity securities | 1,979 | 0.9 | % | 1,727 | 0.8 | % | |||||||||||||||||
| Short-term investments | 859 | 0.4 | % | 1,048 | 0.5 | % | |||||||||||||||||
| U.S. government and agencies | 4,420 | 1.9 | % | 4,052 | 1.9 | % | |||||||||||||||||
| Other investments | 46,275 | 20.4 | % | 44,072 | 20.3 | % | |||||||||||||||||
| Cash and equivalents | 10,294 | 4.5 | % | 10,467 | 4.8 | % | |||||||||||||||||
| Policy loans and other | 2,379 | 1.0 | % | 2,094 | 1.0 | % | |||||||||||||||||
| Net invested assets | $ | 227,355 | 100.0 | % | $ | 217,427 | 100.0 | % | |||||||||||||||
| 1 See “Managing Business Performance - Key Segment and Non-U.S. GAAP Performance Measures” for the definition of net invested assets. |
Athene’s net invested assets were $227.4 billion and $217.4 billion as of March 31, 2024 and December 31, 2023, respectively. The increase in net invested assets as of March 31, 2024 from December 31, 2023 was primarily driven by growth from net organic inflows of $14.6 billion in excess of net liability outflows of $6.7 billion, the issuance of debt in the first quarter of 2024 and the reinvestment of earnings.
In managing its business, Athene utilizes net invested assets as presented in the above table. Net invested assets do not correspond to Athene’s total investments, including related parties, on the condensed consolidated statements of financial condition, as discussed previously in “Managing Business Performance - Key Segment and Non-U.S. GAAP Performance Measures”. Net invested assets represent Athene’s investments that directly back its net reserve liabilities and surplus assets. Athene believes this view of its portfolio provides a view of the assets for which it has economic exposure. Athene adjusts the presentation for assumed and ceded reinsurance transactions to include or exclude the underlying investments based upon the contractual transfer of economic exposure to such underlying investments. Athene also adjusts for VIEs to show the net investment in the funds, which are included in the alternative investments line above as well as adjusting for the allowance for credit losses. Net invested assets include Athene’s proportionate share of ACRA investments, based on its economic ownership, but exclude the proportionate share of investments associated with the non-controlling interests.
Net invested assets is utilized by management to evaluate Athene’s investment portfolio. Net invested assets is used in the computation of net investment earned rate, which allows Athene to analyze the profitability of its investment portfolio. Net invested assets is also used in Athene’s risk management processes for asset purchases, product design and underwriting, stress scenarios, liquidity and ALM.
Principal Investing
The following table presents Principal Investing Income, the performance measure of our Principal Investing segment.
| Three months ended March 31, | Total Change | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal Investing: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Realized performance fees | $ | 94 | $ | 164 | $ | (70) | (42.7)% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Realized investment income (loss) | 14 | 28 | (14) | (50.0) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal investing compensation | (73) | (170) | (97) | (57.1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | (14) | (14) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal Investing Income (PII) | $ | 21 | $ | 8 | $ | 13 | 162.5% |
As described in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—General”, earnings from our Principal Investing segment are inherently more volatile in nature than earnings from our Asset Management segment due to the intrinsic cyclical nature of performance fees, one of the key drivers of PII performance.
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
In this section, references to 2024 refer to the three months ended March 31, 2024 and references to 2023 refer to the three months ended March 31, 2023.
PII was $21 million in 2024, an increase of $13 million, as compared to $8 million in 2023. This increase was primarily attributable to a decrease in principal investing compensation expense of $97 million in 2024, partially offset by reduced realized performance fees of $70 million.
Principal investing compensation expense of $73 million in 2024 decreased $97 million, as compared to $170 million in 2023. The decrease in 2024 was primarily due to a decrease in profit sharing expense attributable to the Company’s incentive pool, a compensation program through which certain employees are allocated discretionary compensation based on realized performance fees in a given year, and is included within principal investing compensation. Additionally, there was a decrease in profit sharing expense associated with the corresponding decrease in realized performance fees and the realization of profit sharing expense previously subject to clawback. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period. The incentive pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
The decrease in realized performance fees of $70 million in 2024 was primarily driven by a decrease in realized performance fees generated from Fund VIII, partially offset by increases in realized performance fees earned from Fund VII and Fund IX.
The Historical Investment Performance of Our Funds
Below we present information relating to the historical performance of the funds we manage, including certain legacy Apollo funds that do not have a meaningful amount of unrealized investments, and in respect of which the general partner interest has not been contributed to us.
When considering the data presented below, you should note that the historical results of funds we manage are not indicative of the future results that you should expect from such funds, from any future funds we may raise or from your investment in our common stock.
An investment in our common stock is not an investment in any of the Apollo managed funds, and the assets and revenues of the funds we manage are not directly available to us. The historical and potential future returns of the funds we manage are not directly linked to returns on our common stock. Therefore, you should not conclude that continued positive performance of the funds we manage will necessarily result in positive returns on an investment in our common stock. However, poor performance of the funds that we manage would cause a decline in our revenue from such funds, and would therefore have a negative effect on our performance and in all likelihood the value of our common stock.
Moreover, the historical returns of funds we manage should not be considered indicative of the future results you should expect from such funds or from any future funds we may raise. There can be no assurance that any Apollo fund will continue to achieve the same results in the future.
Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Fund VI generated a 12% gross IRR and a 9% net IRR since its inception through March 31, 2024, while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through its liquidation in 2023. Accordingly, the IRR going forward for any current or future fund may vary considerably from the historical IRR generated by any particular fund, or for our private equity funds as a whole. Future returns will also be affected by the applicable risks, including risks of the industries and businesses in which a particular fund invests. See “Item 1A. Risk Factors—Risks Relating to Our Asset Management Business—“Historical performance metrics are unreliable indicators of our current or future results of operations.” in the 2023 Annual Report.
Investment Record
The following table summarizes the investment record by strategy of Apollo’s significant commitment-based funds that have a defined maturity date in which investors make a commitment to provide capital at the formation of such funds and deliver capital when called as investment opportunities become available.
All amounts are as of March 31, 2024, unless otherwise noted:
| (In millions, except IRR) | Vintage Year | Total AUM | Committed Capital | Total Invested Capital | Realized Value | Remaining Cost | Unrealized Value | Total Value | Gross IRR | Net IRR | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund X | 2023 | $ | 19,992 | $ | 19,877 | $ | 3,522 | $ | 645 | $ | 3,165 | $ | 3,766 | $ | 4,411 | NM4 | NM4 | ||||||||||||||||||||||||||||||||||||||||||
| Fund IX | 2018 | 34,294 | 24,729 | 20,853 | 11,467 | 15,244 | 25,874 | 37,341 | 31 | % | 21 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Fund VIII | 2013 | 8,334 | 18,377 | 16,536 | 22,888 | 4,720 | 5,301 | 28,189 | 14 | 10 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VII | 2008 | — | 14,677 | 16,461 | 34,294 | — | — | 34,294 | 33 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VI | 2006 | 363 | 10,136 | 12,457 | 21,136 | 405 | — | 21,136 | 12 | 9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund V | 2001 | — | 3,742 | 5,192 | 12,724 | — | — | 12,724 | 61 | 44 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund I, II, III, IV & MIA1 | Various | 10 | 7,320 | 8,753 | 17,400 | — | — | 17,400 | 39 | 26 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Traditional Private Equity Funds2 | $ | 62,993 | $ | 98,858 | $ | 83,774 | $ | 120,554 | $ | 23,534 | $ | 34,941 | $ | 155,495 | 39 | 24 | |||||||||||||||||||||||||||||||||||||||||||
| EPF IV | 2023 | 3,110 | 3,017 | 686 | 68 | 621 | 781 | 849 | 18 | 11 | |||||||||||||||||||||||||||||||||||||||||||||||||
| EPF III | 2017 | 3,444 | 4,455 | 4,928 | 4,024 | 2,029 | 2,422 | 6,446 | 12 | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total Equity | $ | 69,547 | $ | 106,330 | $ | 89,388 | $ | 124,646 | $ | 26,184 | $ | 38,144 | $ | 162,790 | |||||||||||||||||||||||||||||||||||||||||||||
| Hybrid: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AIOF III3 | N/A | $ | 962 | $ | 972 | $ | 140 | $ | — | $ | 140 | $ | 140 | $ | 140 | NM4 | NM4 | ||||||||||||||||||||||||||||||||||||||||||
| AIOF II | 2021 | 2,630 | 2,542 | 1,768 | 646 | 1,330 | 1,571 | 2,217 | 17 | % | 11 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| AIOF I | 2018 | 402 | 897 | 803 | 1,062 | 171 | 220 | 1,282 | 23 | 17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| HVF II | 2022 | 4,853 | 4,592 | 2,830 | 150 | 2,795 | 3,122 | 3,272 | 11 | 9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| HVF I | 2019 | 3,453 | 3,238 | 3,697 | 4,053 | 1,185 | 1,551 | 5,604 | 23 | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accord VI5 | 2024 | 1,857 | 1,701 | 126 | 13 | 116 | 122 | 135 | NM4 | NM4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accord V5 | 2022 | 749 | 1,922 | 2,029 | 1,850 | 283 | 300 | 2,150 | 11 | 8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accord I, II, III, III B & IV5 | Various | — | 6,070 | 4,765 | 5,137 | — | — | 5,137 | 22 | 17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accord+ | 2021 | 3,153 | 2,370 | 5,305 | 3,537 | 2,135 | 2,268 | 5,805 | 16 | 12 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total Hybrid | $ | 18,059 | $ | 24,304 | $ | 21,463 | $ | 16,448 | $ | 8,155 | $ | 9,294 | $ | 25,742 | |||||||||||||||||||||||||||||||||||||||||||||
| 1 The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the reorganization of the Company that occurred in 2007. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s investment professionals. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 Total IRR is calculated based on total cash flows for all funds presented. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 Vintage Year is not yet applicable as the fund has not had its final closing. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 Data has not been presented as the fund’s effective date is less than 24 months prior to the period indicated and such information was deemed not meaningful. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5 Accord funds have investment periods shorter than 24 months, therefore Gross and Net IRR are presented after 12 months of investing. |
Equity
The following table summarizes the investment record for distressed investments made in our traditional private equity fund portfolios since the Company’s inception. All amounts are as of March 31, 2024:
| (In millions, except percentages) | Total Invested Capital | Total Value | Gross IRR | ||||||||||||||
| Distressed for Control | $ | 8,077 | $ | 19,183 | 29 | % | |||||||||||
| Non-Control Distressed | 6,306 | 11,561 | 71 | ||||||||||||||
| Total | 14,383 | 30,744 | 49 | ||||||||||||||
| Corporate Carve-outs, Opportunistic Buyouts and Other Credit1 | 69,391 | 124,751 | 21 | ||||||||||||||
| Total | $ | 83,774 | $ | 155,495 | 39 | % | |||||||||||
| 1 Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed. |
The following tables provide additional detail on the composition of the Fund IX and Fund VIII private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV, V, VI, VII and X are included in the table above but not presented below as their remaining value is less than $100 million, the fund has been liquidated or the fund commenced investing capital less than 24 months prior to March 31, 2024 and such information was deemed not meaningful. All amounts are as of March 31, 2024.
Fund IX1
| (In millions) | Total Invested Capital | Total Value | |||||||||
| Corporate Carve-outs | $ | 4,951 | $ | 10,949 | |||||||
| Opportunistic Buyouts | 15,098 | 23,789 | |||||||||
| Distressed2 | 804 | 2,603 | |||||||||
| Total | $ | 20,853 | $ | 37,341 |
Fund VIII1
| (In millions) | Total Invested Capital | Total Value | |||||||||
| Corporate Carve-outs | $ | 2,704 | $ | 7,069 | |||||||
| Opportunistic Buyouts | 13,265 | 20,366 | |||||||||
| Distressed2 | 567 | 754 | |||||||||
| Total | $ | 16,536 | $ | 28,189 |
1Committed capital less unfunded capital commitments for Fund IX and Fund VIII were $18.0 billion and $17.8 billion, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable governing agreements.
2The distressed investment strategy includes distressed for control, non-control distressed and other credit. Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.
Perpetual Capital
The following table summarizes the investment record for the perpetual capital vehicles we manage, excluding Athene and Athora-related assets:
| Total Returns****1 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | IPO Year****2 | Total AUM | For the Three Months Ended March 31, 2024 | For the Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||
| MidCap Financial3 | N/A | $ | 12,811 | 4 | % | 6 | % | ||||||||||||||||||||||||||||||||||||||||
| AIF | 2013 | 358 | 5 | % | 3 | % | |||||||||||||||||||||||||||||||||||||||||
| AFT | 2011 | 368 | 11 | % | 5 | % | |||||||||||||||||||||||||||||||||||||||||
| MFIC4 | 2004 | 3,012 | 13 | % | 3 | % | |||||||||||||||||||||||||||||||||||||||||
| ADS5 | N/A | 8,834 | 3 | % | 5 | % | |||||||||||||||||||||||||||||||||||||||||
| ARI | 2009 | 9,236 | (2) | % | (10) | % | |||||||||||||||||||||||||||||||||||||||||
| ADREF6 | N/A | 6,292 | (2) | % | (1) | % | |||||||||||||||||||||||||||||||||||||||||
| ADCF6 | N/A | 1,197 | 3 | % | 4 | % | |||||||||||||||||||||||||||||||||||||||||
| Other7 | N/A | 8,525 | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 50,633 | |||||||||||||||||||||||||||||||||||||||||||||
| 1 Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission. | |||||||||||||||||||||||||||||||||||||||||||||||
| 2 An initial public offering (“IPO”) year represents the year in which the vehicle commenced trading on a national securities exchange. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 MidCap Financial is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 3% and 5% for the three months ended March 31, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 4 AUM is presented on a three-month lag, as of December 31, 2023, based upon the availability of the information. | |||||||||||||||||||||||||||||||||||||||||||||||
| 5 ADS is not a publicly traded vehicle and therefore IPO year is not applicable. AUM is as of December 31, 2023. The returns presented are net returns based on NAV. | |||||||||||||||||||||||||||||||||||||||||||||||
| 6 ADREF and ADCF are not publicly traded vehicles and therefore IPO years are not applicable. The returns presented are for their respective Class I shares and are net returns based on NAV. | |||||||||||||||||||||||||||||||||||||||||||||||
| 7 Other includes, among others, AUM of $2.0 billion related to a publicly traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services, as of December 31, 2023. Returns and IPO year are not provided for this AUM. Other also includes AUM of $5.5 billion related to third-party capital within AAA. |
Summary of Non-U.S. GAAP Measures
The table below sets forth a reconciliation of net income attributable to Apollo Global Management, Inc. common stockholders to Segment Income and Adjusted Net Income:
| Three months ended March 31, | |||||||||||||||||||||||||||||
| (In millions) | 2024 | 2023 | |||||||||||||||||||||||||||
| GAAP Net Income (Loss) Attributable to Apollo Global Management, Inc. | $ | 1,403 | $ | 1,010 | |||||||||||||||||||||||||
| Preferred dividends | 24 | — | |||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | 338 | 528 | |||||||||||||||||||||||||||
| GAAP Net Income (Loss) | $ | 1,765 | $ | 1,538 | |||||||||||||||||||||||||
| Income tax provision (benefit) | 422 | 253 | |||||||||||||||||||||||||||
| GAAP Income (Loss) Before Income Tax Provision (Benefit) | $ | 2,187 | $ | 1,791 | |||||||||||||||||||||||||
| Asset Management Adjustments: | |||||||||||||||||||||||||||||
| Equity-based profit sharing expense and other1 | 94 | 67 | |||||||||||||||||||||||||||
| Equity-based compensation | 74 | 52 | |||||||||||||||||||||||||||
| Transaction-related charges2 | 55 | (3) | |||||||||||||||||||||||||||
| Merger-related transaction and integration costs3 | 8 | 7 | |||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated entities | (377) | (523) | |||||||||||||||||||||||||||
| Unrealized performance fees | (268) | (239) | |||||||||||||||||||||||||||
| Unrealized profit sharing expense | 159 | 135 | |||||||||||||||||||||||||||
| HoldCo interest and other financing costs4 | 15 | 21 | |||||||||||||||||||||||||||
| Unrealized principal investment income (loss) | (11) | (10) | |||||||||||||||||||||||||||
| Unrealized net (gains) losses from investment activities and other | (28) | 12 | |||||||||||||||||||||||||||
| Retirement Services Adjustments: | |||||||||||||||||||||||||||||
| Investment (gains) losses, net of offsets | 22 | (397) | |||||||||||||||||||||||||||
| Non-operating change in insurance liabilities and related derivatives5 | (673) | 135 | |||||||||||||||||||||||||||
| Integration, restructuring and other non-operating expenses | 30 | 29 | |||||||||||||||||||||||||||
| Equity-based compensation expense | 13 | 16 | |||||||||||||||||||||||||||
| Segment Income | 1,300 | 1,093 | |||||||||||||||||||||||||||
| HoldCo interest and other financing costs4 | (15) | (21) | |||||||||||||||||||||||||||
| Taxes and related payables | (221) | (227) | |||||||||||||||||||||||||||
| Adjusted Net Income | $ | 1,064 | $ | 845 | |||||||||||||||||||||||||
| 1 Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are required to be used by employees of Apollo to purchase restricted shares of common stock or is delivered in the form of RSUs, which are granted under the Equity Plan. Equity-based profit sharing expense and other also includes performance grants which are tied to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. | |||||||||||||||||||||||||||||
| 2 Transaction-related charges include contingent consideration, equity-based compensation charges and the amortization of intangible assets and certain other charges associated with acquisitions, and restructuring charges. | |||||||||||||||||||||||||||||
| 3 Merger-related transaction and integration costs includes advisory services, technology integration, equity-based compensation charges and other costs associated with the Mergers. | |||||||||||||||||||||||||||||
| 4 Represents interest and other financing costs related to AGM not attributable to any specific segment. | |||||||||||||||||||||||||||||
| 5 Includes the change in fair values of derivatives and embedded derivatives, non-operating change in funding agreements, change in fair value of market risk benefits, and non-operating change in liability for future policy benefits. |
The table below sets forth a reconciliation of common stock outstanding to our Adjusted Net Income Shares Outstanding:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Total GAAP Common Stock Outstanding | 569,003,922 | 567,762,932 | |||||||||
| Non-GAAP Adjustments: | |||||||||||
| Mandatory Convertible Preferred Stock1 | 14,524,381 | 15,564,983 | |||||||||
| Vested RSUs | 18,438,577 | 22,072,379 | |||||||||
| Unvested RSUs Eligible for Dividend Equivalents | 15,075,269 | 12,603,041 | |||||||||
| Adjusted Net Income Shares Outstanding | 617,042,149 | 618,003,335 | |||||||||
| 1 Reflects the number of shares of underlying common stock assumed to be issuable upon conversion of the Mandatory Convertible Preferred Stock during each period. |
The table below sets forth a reconciliation of Athene’s total investments, including related parties, to net invested assets:
| (In millions) | March 31, 2024 | December 31, 2023 | |||||||||
| Total investments, including related parties | $ | 254,239 | $ | 238,941 | |||||||
| Derivative assets | (7,159) | (5,298) | |||||||||
| Cash and cash equivalents (including restricted cash) | 16,825 | 14,781 | |||||||||
| Accrued investment income | 2,332 | 1,933 | |||||||||
| Net receivable (payable) for collateral on derivatives | (4,293) | (2,835) | |||||||||
| Reinsurance impacts | (1,358) | (572) | |||||||||
| VIE assets, liabilities and non-controlling interests | 14,979 | 14,818 | |||||||||
| Unrealized (gains) losses | 17,809 | 16,445 | |||||||||
| Ceded policy loans | (171) | (174) | |||||||||
| Net investment receivables (payables) | (950) | 11 | |||||||||
| Allowance for credit losses | 615 | 608 | |||||||||
| Other investments | (31) | (41) | |||||||||
| Total adjustments to arrive at gross invested assets | 38,598 | 39,676 | |||||||||
| Gross invested assets | 292,837 | 278,617 | |||||||||
| ACRA non-controlling interests | (65,482) | (61,190) | |||||||||
| Net invested assets | $ | 227,355 | $ | 217,427 |
Liquidity and Capital Resources
Overview
The Company primarily derives revenues and cash flows from the assets it manages and the retirement savings products it issues, reinsures and acquires. Based on management’s experience, we believe that the Company’s current liquidity position, together with the cash generated from revenues will be sufficient to meet the Company’s anticipated expenses and other working capital needs for at least the next 12 months. For the longer-term liquidity needs of the asset management business, we expect to continue to fund the asset management business’ operations through management fees and performance fees received. The principal sources of liquidity for the retirement services business, in the ordinary course of business, are operating cash flows and holdings of cash, cash equivalents and other readily marketable assets.
AGM is a holding company whose primary source of cash flow is distributions from its subsidiaries, which are expected to be sufficient to fund cash flow requirements based on current estimates of future obligations. AGM’s primary liquidity needs include the cash-flow requirements relating to its corporate activities, including its day-to-day operations, common stock and preferred stock dividend payments and strategic transactions, such as acquisitions.
At March 31, 2024, the Company had $17.7 billion of unrestricted cash and cash equivalents, as well as $4.9 billion of available funds from the AMH credit facility, AHL credit facility, and AHL liquidity facility.
Primary Uses of Cash
Over the next 12 months, we expect the Company’s primary liquidity needs will be to:
-
support the future growth of Apollo’s businesses through strategic corporate investments;
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pay the Company’s operating expenses, including, compensation, general, administrative, and other expenses;
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make payments to policyholders for surrenders, withdrawals and payout benefits;
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make interest and principal payments on funding agreements;
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make principal payments on the Company’s debt;
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make payments to satisfy pension group annuity obligations and policy acquisition costs;
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pay taxes and tax related payments;
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pay cash dividends;
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make payments related to the AOG Unit Payment;
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repurchase common stock; and
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make payments under the tax receivable agreement.
Over the long term, we believe we will be able to (i) grow Apollo’s Assets Under Management and generate positive investment performance in the funds we manage, which we expect will allow us to grow the Company’s management fees and performance fees and (ii) grow the investment portfolio of retirement services, in each case in amounts sufficient to cover our long-term liquidity requirements, which may include:
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supporting the future growth of our businesses;
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creating new or enhancing existing products and investment platforms;
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making payments to policyholders;
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pursuing new strategic corporate investment opportunities;
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paying interest and principal on the Company’s financing arrangements;
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repurchasing common stock;
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making payments under the tax receivable agreement; and
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paying cash dividends.
Cash Flow Analysis
The section below discusses in more detail the Company’s primary sources and uses of cash and the primary drivers of cash flows within the Company’s condensed consolidated statements of cash flows:
| Three months ended March 31, | |||||||||||||||||
| (In millions) | 2024 | 2023 | |||||||||||||||
| Operating Activities | $ | 70 | $ | 1,071 | |||||||||||||
| Investing Activities | (16,385) | (5,640) | |||||||||||||||
| Financing Activities | 18,342 | 11,523 | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (2) | 3 | |||||||||||||||
| Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities | $ | 2,025 | $ | 6,957 |
The assets of our consolidated funds and VIEs, on a gross basis, could have a substantial effect on the accompanying statement of cash flows. Because our consolidated funds and VIEs are generally treated as investment companies for accounting purposes, their investing cash flow amounts are included in our cash flows from operating activities. The table below summarizes our condensed consolidated statements of cash flow by activity attributable to the Company and to our consolidated funds and VIEs.
| Three months ended March 31, | |||||||||||||||||
| (In millions) | 2024 | 2023 | |||||||||||||||
| Net cash provided by the Company's operating activities | $ | 638 | $ | 351 | |||||||||||||
| Net cash provided by (used in) the Consolidated Funds and VIEs operating activities | (568) | 720 | |||||||||||||||
| Net cash provided by operating activities | 70 | 1,071 | |||||||||||||||
| Net cash used in the Company's investing activities | (15,863) | (5,280) | |||||||||||||||
| Net cash used in the Consolidated Funds and VIEs investing activities | (522) | (360) | |||||||||||||||
| Net cash used in investing activities | (16,385) | (5,640) | |||||||||||||||
| Net cash provided by the Company's financing activities | 16,996 | 11,563 | |||||||||||||||
| Net cash provided by (used in) the Consolidated Funds and VIEs financing activities | 1,346 | (40) | |||||||||||||||
| Net cash provided by financing activities | $ | 18,342 | $ | 11,523 |
Operating Activities
The Company’s operating activities support its Asset Management, Retirement Services and Principal Investing activities. The primary sources of cash within operating activities include: (a) management fees, (b) advisory and transaction fees, (c) realized performance revenues, (d) realized principal investment income, (e) investment sales from our consolidated funds and VIEs, (f) net investment income, (g) annuity considerations and (h) insurance premiums. The primary uses of cash within operating activities include: (a) compensation and non-compensation related expenses, (b) interest and taxes, (c) investment purchases from our consolidated funds and VIEs, (d) benefit payments and (e) other operating expenses.
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During the three months ended March 31, 2024, cash provided by operating activities reflects cash inflows of management fees, advisory and transaction fees, realized performance revenues, realized principal investment income and net investment income, partially offset by pension group annuity benefit payments, net of cash inflows, and cash paid for policy acquisition and other operating expenses. Net cash provided by operating activities includes net cash used in our consolidated funds and VIEs, which primarily includes net payments for purchases of VIEs’ investments, partially offset by proceeds from the sale of VIEs’ investments.
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During the three months ended March 31, 2023, cash provided by operating activities reflects cash inflows of management fees, advisory and transaction fees, realized performance revenues, realized principal investment income and net investment income, partially offset by pension group annuity benefit payments, net of cash inflows. Net cash provided by operating activities includes net cash provided by our consolidated funds and VIEs, which primarily includes net proceeds from the sale of VIEs’ investments, partially offset by purchases of VIEs’ investments.
Investing Activities
The Company’s investing activities support the growth of its business. The primary sources of cash within investing activities include: (a) distributions from investments and (b) sales, maturities and repayments of investments. The primary uses of cash within investing activities include: (a) capital expenditures, (b) purchases and acquisitions of new investments, including purchases of U.S. Treasury securities and (c) equity method investments in the funds we manage.
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During the three months ended March 31, 2024, cash used in investing activities primarily reflects the purchase of investments, primarily AFS and mortgage loans, due to the deployment of significant cash inflows from Athene’s organic growth, partially offset by the sales, maturities and repayments of investments.
-
During the three months ended March 31, 2023, cash used in investing activities primarily reflects the purchase of investments due to the deployment of significant cash inflows from Athene’s organic growth, partially offset by the sale, repayment and maturity of investments.
Financing Activities
The Company’s financing activities reflect its capital market transactions and transactions with equity holders. The primary sources of cash within financing activities includes: (a) proceeds from debt and preferred equity issuances, (b) inflows on Athene’s investment-type policies and contracts, (c) changes of cash collateral posted for derivative transactions, (d) capital contributions, and (e) proceeds from other borrowing activities. The primary uses of cash within financing activities include: (a) dividends, (b) payments under the tax receivable agreement, (c) share repurchases, (d) cash paid to settle tax withholding obligations in connection with net share settlements of equity-based awards, (e) repayments of debt, (f) withdrawals on Athene’s investment-type policies and contracts, (g) changes of cash collateral posted for derivative transactions and (h) capital distributions.
*•*During the three months ended March 31, 2024, cash provided by financing activities primarily reflects cash received from the strong organic inflows from funding agreement, retail and flow reinsurance inflows, net of cash outflows, a favorable change in cash collateral posted for derivative transactions related to the favorable equity market performance in 2024, issuances of debt by our subsidiary and net capital contributions from non-controlling interests, partially offset by the repayment of repurchase obligations and the payment of stock dividends. Cash provided by financing activities of our consolidated funds and VIEs primarily includes proceeds from the issuance of debt.
- During the three months ended March 31, 2023, cash provided by financing activities primarily reflects cash received from the strong organic inflows from retail, flow reinsurance and funding agreements, net of withdrawals, the issuance of short-term repurchase agreements and net capital contributions from non-controlling interests, partially offset by the payment of stock dividends. Cash provided by financing activities of our consolidated funds and VIEs primarily includes proceeds from the issuance of debt, offset by payments for borrowings under repurchase agreements.
Contractual Obligations, Commitments and Contingencies
For a summary and a description of the nature of the Company’s commitments, contingencies and contractual obligations, see note 16 to the condensed consolidated financial statements and “—Contractual Obligations, Commitments and Contingencies.” The Company’s commitments are primarily fulfilled through cash flows from operations and financing activities.
Consolidated Funds and VIEs
The Company manages its liquidity needs by evaluating unconsolidated cash flows; however, the Company’s financial statements reflect the financial position of Apollo as well as Apollo’s consolidated funds and VIEs (including previously consolidated SPACs). The primary sources and uses of cash at Apollo’s consolidated funds and VIEs include: (a) raising capital from their investors, which have been reflected historically as non-controlling interests of the consolidated subsidiaries in our financial statements, (b) using capital to make investments, (c) generating cash flows from operations through distributions, interest and the realization of investments, (d) distributing cash flow to investors, and (e) issuing debt to finance investments (CLOs).
Dividends and Distributions
For information regarding the quarterly dividends that were made to common stockholders and distribution equivalents on participating securities, see note 13 to the condensed consolidated financial statements. Although the Company currently expects to pay dividends, we may not pay dividends if, among other things, we do not have the cash necessary to pay the dividends. To the extent we do not have cash on hand sufficient to pay dividends, we may have to borrow funds to pay dividends, or we may determine not to pay dividends. The declaration, payment and determination of the amount of our dividends are at the sole discretion of the AGM board of directors.
Because AGM is a holding company, the primary source of funds for AGM’s dividends is distributions from its operating subsidiaries, AAM and AHL, which are expected to be adequate to fund AGM’s dividends and other cash flow requirements based on current estimates of future obligations. The ability of these operating subsidiaries to make distributions to AGM will depend on satisfying applicable law with respect to such distributions, including surplus and minimum solvency requirements among others, as well as making prior distributions on AHL outstanding preferred stock. Moreover, the ability of AAM and AHL to receive distributions from their own respective subsidiaries will continue to depend on applicable law with respect to such distributions.
On May 2, 2024, AGM declared a cash dividend of $0.4625 per share of its common stock, which will be paid on May 31, 2024 to holders of record at the close of business on May 17, 2024.
On May 2, 2024, the Company also declared and set aside a cash dividend of $0.8438 per share of its Mandatory Convertible Preferred Stock, which will be paid on July 31, 2024 to holders of record at the close of business on July 15, 2024.
Repurchase of Securities
Share Repurchase Program
For information regarding the Company’s share repurchase program, see note 13 to the condensed consolidated financial statements.
Repurchase of Other Securities
We may from time to time seek to retire or purchase our other outstanding debt or equity securities through cash purchases and/or exchanges for other securities, purchases in the open market, privately negotiated transactions or otherwise. Any such repurchases will be dependent upon several factors, including our liquidity requirements, contractual restrictions, general market conditions and applicable regulatory, legal and accounting factors. Whether or not we repurchase any of our other securities and the size and timing of any such repurchases will be determined at our discretion.
Mandatory Convertible Preferred Stock
On August 11, 2023, the Company issued 28,750,000 shares, or $1.4 billion aggregate liquidation preference, of its 6.75% Series A Mandatory Convertible Preferred Stock. There were 28,749,765 shares of Mandatory Convertible Preferred Stock issued and outstanding as of March 31, 2024. See note 13 to the condensed consolidated financial statements for further details.
Asset Management Liquidity
Our asset management business requires limited capital resources to support the working capital or operating needs of the business. For the asset management business’ longer-term liquidity needs, we expect to continue to fund the asset management business’ operations through management fees and performance fees received. Liquidity needs are also met (to a limited extent) through proceeds from borrowings and equity issuances as described in notes 11 and 13 to the condensed consolidated financial statements, respectively. From time to time, if the Company determines that market conditions are favorable after taking into account our liquidity requirements, we may seek to raise proceeds through the issuance of additional debt or equity instruments. AGM has a registration statement on Form S-3 to provide it with access to the capital markets, subject to market conditions and other factors.
At March 31, 2024, the asset management business had $2.5 billion of unrestricted cash and cash equivalents, as well as $1.0 billion of available funds from the AMH credit facility.
Future Debt Obligations
The asset management business had short-term and long-term debt of $0.5 billion and $3.4 billion, respectively, at March 31, 2024, which includes notes with maturities in 2024, 2026, 2029, 2030, 2033, 2048, 2050 and 2053. See note 11 to the condensed consolidated financial statements for further information regarding the asset management business’ debt arrangements.
Future Cash Flows
Our ability to execute our business strategy, particularly our ability to increase our AUM, depends on our ability to establish new funds and to raise additional investor capital within such funds. Our liquidity will depend on a number of factors, such as our ability to project our financial performance, which is highly dependent on the funds we manage and our ability to manage our projected costs, fund performance, access to credit facilities, compliance with existing credit agreements, as well as industry and market trends. Also during economic downturns the funds we manage might experience cash flow issues or liquidate entirely. In these situations we might be asked to reduce or eliminate the management fee and performance fees we charge, which could adversely impact our cash flow in the future.
An increase in the fair value of the investments of the funds we manage, by contrast, could favorably impact our liquidity through higher management fees where the management fees are calculated based on the net asset value, gross assets or adjusted assets. Additionally, higher performance fees not yet realized would generally result when investments appreciate over their cost basis which would not have an impact on the asset management business’ cash flow until realized.
Consideration of Financing Arrangements
As noted above, in limited circumstances, the asset management business may issue debt or equity to supplement its liquidity. The decision to enter into a particular financing arrangement is made after careful consideration of various factors, including the asset management business’ cash flows from operations, future cash needs, current sources of liquidity, demand for the asset management business’ debt or equity, and prevailing interest rates.
Revolver Facility
Under the AMH credit facility, AMH may borrow in an aggregate amount not to exceed $1.0 billion and may incur incremental facilities in an aggregate amount not to exceed $250 million plus additional amounts so long as AMH is in compliance with a net leverage ratio not to exceed 4.00 to 1.00. Borrowings under the AMH credit facility may be used for working capital and general corporate purposes, including without limitation, permitted acquisitions. The AMH credit facility has a final maturity date of October 12, 2027.
Tax Receivable Agreement
The tax receivable agreement provides for the payment to the Former Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that AGM and its subsidiaries realize subject to the agreement. For more information regarding the tax receivable agreement, see note 15 to the condensed consolidated financial statements.
AOG Unit Payment
On December 31, 2021, holders of AOG Units (other than Athene and Apollo) sold and transferred a portion of such AOG Units to a wholly-owned 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 (such payment, the “AOG Unit Payment”). The remainder of the AOG Units held by such holders were exchanged for shares of AGM common stock concurrently with the consummation of the Mergers on January 1, 2022.
As of March 31, 2024, the outstanding AOG Unit Payment amount was $131 million, payable in equal quarterly installments through December 31, 2024. See note 15 for more information.
Athora
Athora is a strategic liabilities platform that acquires and reinsures traditional closed life insurance policies and provides capital and reinsurance solutions to insurers in Europe. In 2017, an AAM subsidiary made a €125 million commitment to Athora, which was fully drawn as of April 2020. An AAM subsidiary committed an incremental €58 million in 2020 to purchase new equity interests. Additionally, in 2021, an AAM subsidiary acquired approximately €21.9 million of new equity interests in Athora.
In December 2021, an AAM subsidiary committed an additional €250 million to purchase new equity interests to support Athora’s ongoing growth initiatives, of which €180 million was drawn as of March 31, 2024.
An AAM subsidiary and Athene are minority investors in Athora with a long-term strategic relationship. Through its share ownership, the AAM subsidiary has approximately 19.9% of the total voting power in Athora, and Athene holds shares in Athora representing 10% of the total voting power in Athora. In addition, Athora shares held by funds and other accounts managed by Apollo represent, in the aggregate, approximately 15.1% of the total voting power in Athora.
Fund Escrow
As of March 31, 2024, the remaining investments and escrow cash of Fund VIII was valued at 104% of the fund’s unreturned capital, which was below the required escrow ratio of 115%. As a result, the 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. Realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per the fund’s partnership agreement.
Clawback
Performance fees from certain of the funds we manage are subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. See “—Overview of Results of Operations—Performance Fees” for the maximum performance fees subject to potential reversal by each fund.
Indemnification Liability
The asset management business recorded an indemnification liability in the event that the Former Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation to return previously distributed performance fees. See note 15 to the condensed consolidated financial statements for further information regarding the asset management business’ indemnification liability.
Retirement Services Liquidity
There are two forms of liquidity relevant to our retirement services business: funding liquidity and balance sheet liquidity. Funding liquidity relates to the ability to fund operations. Balance sheet liquidity relates to the ability to liquidate or rebalance Athene’s balance sheet without incurring significant costs from fees, bid-offer spreads, or market impact. Athene manages its liquidity position by matching projected cash demands with adequate sources of cash and other liquid assets. The principal sources of liquidity for our retirement services business, in the ordinary course of business, are operating cash flows and holdings of cash, cash equivalents and other readily marketable assets.
Athene’s investment portfolio is structured to ensure a strong liquidity position over time to permit timely payment of policy and contract benefits without requiring asset sales at inopportune times or at depressed prices. In general, liquid assets include cash and cash equivalents, highly rated bonds, short-term investments, unaffiliated preferred stock and public common stock, all of which generally have liquid markets with a large number of buyers, but excludes pledged assets, mainly associated with funding agreement and repurchase agreement liabilities. Assets included in modified coinsurance and funds withheld portfolios, including assets held in reinsurance trusts, are available to fund the benefits for the associated obligations but are restricted from other uses. Although the investment portfolio of our retirement services business does contain assets that are generally considered illiquid for liquidity monitoring purposes (primarily mortgage loans, policy loans, real estate, investment funds and affiliated common stock), there is some ability to raise cash from these assets if needed. Athene has access to additional liquidity through its AHL credit facility and AHL liquidity facility. The AHL credit facility has a borrowing capacity of $1.25 billion, subject to being increased up to $1.75 billion in total on the terms described in the AHL credit facility. The AHL liquidity facility has a borrowing capacity of $2.6 billion, subject to being increased up to $3.1 billion in total on the terms described in the AHL liquidity facility. Both the AHL credit facility and AHL liquidity facility were undrawn as of March 31, 2024. Athene also has access to $2.0 billion of committed repurchase facilities. Athene has a registration statement on Form S-3 to provide it with access to the capital markets, subject to market conditions and other factors. Athene is also the counterparty to repurchase agreements with several different financial institutions, pursuant to which it may obtain short-term liquidity, to the extent available. In addition, through Athene’s membership in the FHLB, it is eligible to borrow under variable rate short-term federal funds arrangements to provide additional liquidity.
Athene proactively manages its liquidity position to meet cash needs while minimizing adverse impacts on investment returns. Athene analyzes its cash-flow liquidity over the upcoming 12 months by modeling potential demands on liquidity under a variety of scenarios, taking into account the provisions of its policies and contracts in force, its cash flow position, and the volume of cash and readily marketable securities in its portfolio.
Liquidity risk is monitored, managed and mitigated through a number of stress tests and analyses to assess Athene’s ability to meet its cash flow requirements, as well as the ability of its reinsurance and insurance subsidiaries to meet their collateral
obligations, under various stress scenarios. Athene further seeks to mitigate liquidity risk by maintaining access to alternative, external sources of liquidity.
Insurance Subsidiaries’ Operating Liquidity
The primary cash flow sources for Athene’s insurance subsidiaries include retirement services product inflows (premiums and deposits), investment income, principal repayments on its investments, net transfers from separate accounts and financial product inflows. Uses of cash include investment purchases, payments to policyholders for surrenders, withdrawals and payout benefits, interest and principal payments on funding agreements, payments to satisfy pension group annuity obligations, policy acquisition and general operating costs and payment of cash dividends.
Athene’s policyholder obligations are generally long-term in nature. However, policyholders may elect to withdraw some, or all, of their account value in amounts that exceed Athene’s estimates and assumptions over the life of an annuity contract. Athene includes provisions within its annuity policies, such as surrender charges and market value adjustments (“MVA”), which are intended to protect it from early withdrawals. As of March 31, 2024 and December 31, 2023, approximately 80% and 79%, respectively, of Athene’s deferred annuity liabilities were subject to penalty upon surrender. In addition, as of each of March 31, 2024 and December 31, 2023, approximately 64% of policies contained MVAs that may also have the effect of limiting early withdrawals if interest rates increase but may encourage early withdrawals by effectively subsidizing a portion of surrender charges when interest rates decrease. As of March 31, 2024, approximately 29% of Athene’s net reserve liabilities were generally non-surrenderable, including buy-out pension group annuities other than those that can be withdrawn as lump sums, funding agreements and payout annuities, while 56% were subject to penalty upon surrender.
Membership in Federal Home Loan Bank
Through its membership in the FHLB, Athene is eligible to borrow under variable rate short-term federal funds arrangements to provide additional liquidity. The borrowings must be secured by eligible collateral such as mortgage loans, eligible CMBS or RMBS, government or agency securities and guaranteed loans. As of each of March 31, 2024 and December 31, 2023, Athene had no outstanding borrowings under these arrangements.
Athene has issued funding agreements to the FHLB. These funding agreements were issued in an investment spread strategy, consistent with other investment spread operations. As of March 31, 2024 and December 31, 2023, Athene had funding agreements outstanding with the FHLB in the aggregate principal amount of $7.6 billion and $6.5 billion, respectively.
The maximum FHLB indebtedness by a member is determined by the amount of collateral pledged and cannot exceed a specified percentage of the member’s total statutory assets dependent on the internal credit rating assigned to the member by the FHLB. As of March 31, 2024, Athene’s total maximum borrowing capacity under the FHLB facilities was limited to $47.8 billion. However, Athene’s ability to borrow under the facilities is constrained by the availability of assets that qualify as eligible collateral under the facilities and certain other limitations. Considering these limitations, as of March 31, 2024, Athene had the ability to draw up to an estimated $12.1 billion, inclusive of borrowings then outstanding. This estimate is based on Athene’s internal analysis and assumptions and may not accurately measure collateral which is ultimately acceptable to the FHLB.
Securities Repurchase Agreements
Athene engages in repurchase transactions whereby it sells fixed income securities to third parties, primarily major brokerage firms or commercial banks, with a concurrent agreement to repurchase such securities at a determined future date. Athene requires that, at all times during the term of the repurchase agreements, it maintains sufficient cash or other liquid assets sufficient to allow it to fund substantially all of the repurchase price. Proceeds received from the sale of securities pursuant to these arrangements are generally invested in short-term investments or maintained in cash, with the offsetting obligation to repurchase the security included within payables for collateral on derivatives and securities to repurchase on the condensed consolidated statements of financial condition. As per the terms of the repurchase agreements, Athene monitors the market value of the securities sold and may be required to deliver additional collateral (which may be in the form of cash or additional securities) to the extent that the value of the securities sold decreases prior to the repurchase date.
As of March 31, 2024 and December 31, 2023, the payables for repurchase agreements were $2.7 billion and $3.9 billion, respectively, while the fair value of securities and collateral held by counterparties backing the repurchase agreements was $2.8 billion and $4.1 billion, respectively. As of March 31, 2024, payables for repurchase agreements were comprised of no short-
term and $2.7 billion of long-term repurchase agreements. As of December 31, 2023, payables for repurchase agreements were comprised of $686 million of short-term and $3.2 billion of long-term repurchase agreements.
Dividends from Insurance Subsidiaries
AHL is a holding company whose primary liquidity needs include the cash-flow requirements relating to its corporate activities, including its day-to-day operations, debt servicing, preferred and common stock dividend payments and strategic transactions, such as acquisitions. The primary source of AHL’s cash flow is dividends from its subsidiaries, which are expected to be adequate to fund cash flow requirements based on current estimates of future obligations.
The ability of AHL’s insurance subsidiaries to pay dividends is limited by applicable laws and regulations of the jurisdictions where the subsidiaries are domiciled, as well as agreements entered into with regulators. These laws and regulations require, among other things, the insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay.
Subject to these limitations and prior notification to the appropriate regulatory agency, Athene’s U.S. insurance subsidiaries are permitted to pay ordinary dividends based on calculations specified under insurance laws of the relevant state of domicile. Any distributions above the amount permitted by statute in any twelve-month period are considered to be extraordinary dividends, and require the approval of the appropriate regulator prior to payment. AHL does not currently plan on having the U.S. subsidiaries pay any dividends to their parents.
Dividends from AHL’s subsidiaries are projected to be the primary source of AHL’s liquidity. Under the Bermuda Insurance Act, each of Athene’s Bermuda insurance subsidiaries is prohibited from paying a dividend in an amount exceeding 25% of the prior year’s statutory capital and surplus, unless at least two members of the board of directors of the Bermuda insurance subsidiary and its principal representative in Bermuda sign and submit to the BMA an affidavit attesting that a dividend in excess of this amount would not cause the Bermuda insurance subsidiary to fail to meet its relevant margins. In certain instances, the Bermuda insurance subsidiary would also be required to provide prior notice to the BMA in advance of the payment of dividends. In the event that such an affidavit is submitted to the BMA in accordance with the Bermuda Insurance Act, and further subject to the Bermuda insurance subsidiary meeting its relevant margins, the Bermuda insurance subsidiary is permitted to distribute up to the sum of 100% of statutory surplus and an amount less than 15% of its total statutory capital. Distributions in excess of this amount require the approval of the BMA.
The maximum distribution permitted by law or contract is not necessarily indicative of the insurance subsidiaries’ actual ability to pay such distributions, which may be further restricted by business and other considerations, such as the impact of such distributions on surplus, which could affect Athene’s ratings or competitive position and the amount of premiums that can be written. Specifically, the level of capital needed to maintain desired financial strength ratings from rating agencies, including S&P, AM Best, Fitch and Moody’s, is of particular concern when determining the amount of capital available for distributions. AHL believes its insurance subsidiaries have sufficient statutory capital and surplus, combined with additional capital available to be provided by AHL, to meet their financial strength ratings objectives. Finally, state insurance laws and regulations require that the statutory surplus of Athene’s insurance subsidiaries following any dividend or distribution must be reasonable in relation to their outstanding liabilities and adequate for the insurance subsidiaries’ financial needs.
Other Sources of Funding
Athene may seek to secure additional funding at the AHL level by means other than dividends from subsidiaries, such as by drawing on its undrawn $1.25 billion AHL credit facility, drawing on its undrawn $2.6 billion AHL liquidity facility or by pursuing future issuances of debt or preferred stock to third-party investors. The AHL credit facility contains various standard covenants with which Athene must comply, including maintaining a consolidated debt-to-capitalization ratio of not greater than 35%, maintaining a minimum consolidated net worth of no less than $14.8 billion and restrictions on the ability to incur liens, with certain exceptions. Rates, ratios and terms are as defined in the AHL credit facility. The AHL liquidity facility also contains various standard covenants with which Athene must comply, including maintaining an ALRe minimum consolidated net worth of no less than $8.8 billion and restrictions on the ability to incur liens, with certain exceptions. Rates and terms are as defined in the AHL liquidity facility.
Future Debt Obligations
Athene had long-term debt of $5.7 billion as of March 31, 2024, which includes notes with maturities in 2028, 2030, 2031, 2033, 2034, 2051, 2052, 2054 and 2064. See note 11 to the condensed consolidated financial statements for further information regarding Athene’s debt arrangements.
Capital
Athene believes it has a strong capital position and is well positioned to meet policyholder and other obligations. Athene measures capital sufficiency using an internal capital model which reflects management’s view on the various risks inherent to its business, the amount of capital required to support its core operating strategies and the amount of capital necessary to maintain its current ratings in a recessionary environment. The amount of capital required to support Athene’s core operating strategies is determined based upon internal modeling and analysis of economic risk, as well as inputs from rating agency capital models and consideration of both NAIC RBC and Bermuda capital requirements. Capital in excess of this required amount is considered excess equity capital, which is available to deploy. As of December 31, 2023 and December 31, 2022, Athene’s U.S. RBC ratio was 392% and 387%, respectively, its Bermuda RBC ratio was 400% and 407%, respectively, and its consolidated RBC ratio was 412% and 416%, respectively. The formulas for determining the amount of RBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. The RBC of Athene’s Bermuda insurance companies presented herein excludes the impact of any deferred taxes that may be recorded on a statutory basis as a result of the enactment of the Bermuda CIT. Athene is currently assessing deferred taxes that may be recorded on a statutory basis as a result of the Bermuda CIT, which could have a positive impact on the statutory capital and surplus of its Bermuda insurance companies.
ACRA
ACRA 1 provided Athene with access to on-demand capital to support its growth strategies and capital deployment opportunities. ACRA 1 provided a capital source to fund both Athene’s inorganic and organic channels. The commitment period for ACRA 1 expired in August 2023.
Similar to ACRA 1, ACRA 2 was funded in December 2022 as another long-duration, on-demand capital vehicle. Effective July 1, 2023, ALRe sold 50% of its non-voting, economic interests in ACRA 2 to ADIP II for $640 million, while maintaining all of ACRA 2’s voting interests. Effective December 31, 2023, ACRA 2 repurchased a portion of its shares held by ALRe, which increased ADIP II’s ownership of economic interests in ACRA 2 to 60%, with ALRe owning the remaining 40% of the economic interests. ACRA 2 participates in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP II’s proportionate economic interest in ACRA 2.
These strategic capital solutions allow Athene the flexibility to simultaneously deploy capital across multiple accretive avenues, while maintaining a strong financial position.
Critical Accounting Estimates and Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses and should be read in conjunction with our significant accounting policies described in note 2 of our consolidated financial statements in our 2023 Annual Report. Actual results could differ from these estimates.
The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.
*•*Consolidation of VIEs
*•*Revenue Recognition
*◦*Performance Fees within Investment Income
*◦*Management Fees
*•*Investments, at fair value
*•*Fair value of financial instruments
*•*Equity-based compensation
*•*Profit sharing expense
*•*Income taxes
*•*Valuation of Fixed Maturity Securities, Equity Securities and Mortgage Loans
*•*Impairment of investments and allowances for expected credit losses
*•*Derivatives valuation, including embedded derivatives
*•*Future policy benefits
*•*Market risk benefits
The above critical accounting estimates and judgments are discussed in detail in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies” of our 2023 Annual Report.
Recent Accounting Pronouncements
A list of recent accounting pronouncements that are relevant to Apollo and its industries is included in note 2 to our condensed consolidated financial statements.
Contractual Obligations, Commitments and Contingencies
Fixed and determinable payments due in connection with the Company’s material contractual obligations are as follows as of March 31, 2024:
| (In millions) | 2024 | 2025 - 2026 | 2027 - 2028 | 2029 and Thereafter | Total | ||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Operating lease obligations1 | $ | 56 | $ | 158 | $ | 158 | $ | 501 | $ | 873 | |||||||||||||||||||
| Other long-term obligations2 | 34 | 14 | 4 | 2 | 54 | ||||||||||||||||||||||||
| AMH credit facility3 | 1 | 2 | — | — | 3 | ||||||||||||||||||||||||
| Debt obligations3 | 636 | 854 | 307 | 4,784 | 6,581 | ||||||||||||||||||||||||
| AOG Unit payment 4 | 131 | — | — | — | 131 | ||||||||||||||||||||||||
| 858 | 1,028 | 469 | 5,287 | 7,642 | |||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | 15,242 | 41,741 | 63,983 | 99,268 | 220,234 | ||||||||||||||||||||||||
| Future policy benefits | 2,013 | 5,485 | 5,284 | 38,890 | 51,672 | ||||||||||||||||||||||||
| Market risk benefits | — | — | — | 5,597 | 5,597 | ||||||||||||||||||||||||
| Other policy claims and benefits | 108 | — | — | — | 108 | ||||||||||||||||||||||||
| Dividends payable to policyholders | 6 | 14 | 13 | 60 | 93 | ||||||||||||||||||||||||
| Debt3 | 198 | 585 | 1,565 | 8,891 | 11,239 | ||||||||||||||||||||||||
| Securities to repurchase5 | 113 | 1,631 | 1,302 | — | 3,046 | ||||||||||||||||||||||||
| 17,680 | 49,456 | 72,147 | 152,706 | 291,989 | |||||||||||||||||||||||||
| Obligations | $ | 18,538 | $ | 50,484 | $ | 72,616 | $ | 157,993 | $ | 299,631 | |||||||||||||||||||
| 1 Operating lease obligations excludes $144 million of other operating expenses associated with operating leases. | |||||||||||||||||||||||||||||
| 2 Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds. | |||||||||||||||||||||||||||||
| 3 The obligations for debt payments include contractual maturities of principal and estimated future interest payments based on the terms of the debt agreements. See note 11 of the condensed consolidated financial statements for further discussion of these debt obligations. | |||||||||||||||||||||||||||||
| 4 On December 31, 2021, each holder of AOG Units (other than those held by the Company and Athene) sold a portion of their limited partnership interests to the Company in exchange for the AOG Unit Payment. See note 15 to the condensed consolidated financial statements for more information. | |||||||||||||||||||||||||||||
| 5 The obligations for securities to repurchase payments include contractual maturities of principal and estimated future interest payments based on the terms of the agreements. Future interest payments on floating rate repurchase agreements were calculated using the March 31, 2024 interest rate. |
Note: Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.
(i)As noted previously, the tax receivable agreement requires us to pay to our Former Managing Partners and Contributing Partners 85% of any tax savings received by AGM and its subsidiaries from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
(ii)Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
(iii)In connection with the Stone Tower acquisition, Apollo agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. In connection with the acquisition of Griffin
Capital’s U.S. asset management business on May 3, 2022, Apollo agreed to pay the former owners certain share-based consideration contingent on specified AUM and capital raising thresholds. These contingent consideration liabilities are remeasured to fair value at each reporting period until the obligations are satisfied. See note 16 to the condensed consolidated financial statements for further information regarding the contingent consideration liabilities.
(iv)Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.
Atlas
In connection with the Company and CS’s previously announced transaction, certain subsidiaries of Atlas acquired certain assets of the CS Securitized Products Group (the “Transaction”). Under the terms of the Transaction, Atlas originally agreed to pay CS an amount of $3.3 billion by February 8, 2028. This deferred purchase price is an obligation first of Atlas, second of AAA, third of AAM, fourth of AHL and fifth of AARe. Each of AARe and AAM has issued an assurance letter to CS for the full deferred purchase obligation amount of $3.3 billion. In March 2024, in connection with Atlas concluding its investment management agreement with CS, Atlas will no longer receive $0.8 billion of fees and the deferred purchase price obligation is reduced by a corresponding amount from $3.3 billion to $2.5 billion. In addition, certain strategic investors have made equity commitments to Atlas which therefore obligates these investors for a portion of the deferred purchase price obligation.
In exchange for the purchase price, Atlas originally received approximately $0.4 billion in cash and a portfolio of senior secured warehouse assets, subject to debt, with approximately $1 billion of tangible equity value. These warehouse assets are senior secured assets at industry standard loan-to-value ratios, structured to investment grade-equivalent criteria, and were approved by Atlas in connection with this Transaction. Atlas also benefits generally from the net spread earned on these assets in excess of its cost of financing. Finally, Atlas will also collect $0.4 billion of fees under the investment management agreement with CS through June 2024, including payments already received, and transition and termination payments. As a result, the guarantee related to the Company’s aforementioned assurance letter is not probable of payment hence there is no liability on the condensed consolidated financial statements.
Supplemental Guarantor Financial Information
The 2053 Subordinated Notes issued by AGM are guaranteed on a junior, unsecured basis, and the 2033 Senior Notes issued by AGM are guaranteed on a senior, unsecured basis, by AAM, together with certain Apollo intermediary holding companies (collectively, the “Guarantors”). The Guarantors fully and unconditionally guarantee payments of principal, premium, if any, and interest (i) on the 2053 Subordinated Notes on a subordinated, unsecured basis and (ii) on the 2033 Senior Notes on a senior, unsecured basis. See note 11 of the condensed consolidated financial statements for further discussion on these debt obligations.
AGM, as issuer, and the Guarantors are holding companies. The primary sources of cash flow are dependent upon distributions from their respective subsidiaries to meet their future obligations under the notes and the guarantees, respectively. The 2033 Senior Notes and 2053 Subordinated Notes are not guaranteed by any fee generating businesses, Apollo-managed funds, or Athene and its direct and indirect subsidiaries. Holders of the guaranteed registered debt securities will have a direct claim only against AGM as issuer.
The following tables present summarized financial information of AGM, as the issuer of the debt securities, and the Guarantors on a combined basis after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary. As used herein, “obligor group” means AGM, as the issuer of the debt securities, and the Guarantors on a combined basis. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the obligor group and is not intended to present the financial position or results of operations of the obligor group in accordance with generally accepted accounting principles as such principles are in effect in the United States.
| (In millions) | March 31, 2024 | December 31, 2023 | |||||||||
| Summarized Statements of Financial Condition | |||||||||||
| Current assets, less receivables from non-guarantor subsidiaries | $ | 2,474 | $ | 2,747 | |||||||
| Non-current assets | 8,021 | 7,165 | |||||||||
| Due from related parties, excluding non-guarantor subsidiaries | 379 | 357 | |||||||||
| Current liabilities, less payables to non-guarantor subsidiaries | 1,075 | 997 | |||||||||
| Non-current liabilities | 6,147 | 6,107 | |||||||||
| Due to related parties, excluding non-guarantor subsidiaries | 225 | 222 | |||||||||
| Non-controlling interests | 19 | 12 |
| Three months ended March 31, | |||||
| (In millions) | 2024 | ||||
| Summarized Statements of Operations | |||||
| Revenues | $ | 1,034 | |||
| Net income (loss) | 70 | ||||
| Net income (loss) attributable to obligor group | 40 |
The following are transactions of the obligor group with non-guarantor subsidiaries.
| Three months ended March 31, | |||||
| (In millions) | 2024 | ||||
| Due from non-guarantor subsidiaries | $ | 118 | |||
| Due to non-guarantor subsidiaries | 367 | ||||
| Intercompany revenue | 286 | ||||
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