filings.toolsItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
291K characters. Original on sec.gov · Markdown
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.
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 September 30, 2024, Apollo had a team of 5,053 employees, including 1,978 employees of Athene.
Asset Management
Our Asset Management segment focuses on two investing strategies: credit 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 September 30, 2024, we had total AUM of $733 billion.
During the third quarter ended September 30, 2024, we updated our Asset Management strategies to credit and equity, from the previously reported yield, hybrid and equity, which, we believe, better reflects our Asset Management investment strategies. The credit and equity investing strategies of our Asset Management segment reflect the range of investment capabilities across our platform, from investment grade to private equity. 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.
Credit
Credit is our largest asset management strategy with $598 billion of AUM as of September 30, 2024. Our credit strategy spans third-party strategies and Apollo’s retirement services business across four main investment pillars: direct origination, asset-backed, multi credit and opportunistic credit. Our credit strategy provides flexible, scaled and diverse capital solutions across the entire credit risk-return spectrum, with a focus on generating excess returns through high-quality credit underwriting and origination. 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.
Equity
Our equity strategy managed $135 billion of AUM as of September 30, 2024. Across our equity strategy, we maintain our focus on creative structuring and sourcing while working with the management teams of our Apollo-managed funds’ portfolio companies to help transform and grow their businesses. Our flexible mandate and purchase price discipline allow us to embrace complexity and seek attractive outcomes for our stakeholders. Apollo’s equity team has experience across sectors, industries, and geographies spanning its private equity, hybrid value, secondaries equity, AAA, real estate equity, impact investing platform, infrastructure and clean transition equity strategies. We have consistently produced attractive long-term investment
returns in the traditional private equity funds we manage, generating a 39% gross IRR and a 24% net IRR on a compound annual basis from inception through September 30, 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, and foreign exchange markets, as well as interest rates and global inflation, which may be volatile and mixed across geographies, can significantly impact the performance of our business, including, but not limited to, the valuation of investments, including those of the funds we manage, and related income we may recognize.
Adverse economic conditions may result from domestic and global economic and political developments, including plateauing or decreasing economic growth and business activity, 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 in 2024 but the Consumer Price Index remains above the U.S. Federal Reserve’s 2% target. The U.S. Bureau of Labor Statistics reported that the annual U.S. inflation rate decreased modestly to 2.4% as of September 30, 2024, compared to 3.0% as of June 30, 2024. The U.S. Federal Reserve finished the quarter with a benchmark interest rate target range of 4.75% to 5.00%, marking the first significant cut in rates since the pandemic.
Equity market performance was strong during the third quarter of 2024. In the U.S., the S&P 500 Index increased by 5.5% during the quarter following an increase of 3.9% in the second quarter of 2024. Global equity markets increased during the quarter, with the MSCI All Country World ex USA Index increasing by 7.8%, following a decrease of 0.4% in the second quarter of 2024.
Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the third quarter of 2024, with the BofAML HY Master II Index increasing by 5.3%, while the S&P/LSTA Leveraged Loan Index increased by 1.9%.
In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 2.8% in the third quarter of 2024, following an increase of 3.0% in the second quarter of 2024. As of October 2024, the International Monetary Fund estimated that the U.S. economy will expand by 2.8% in 2024 and 2.2% in 2025. The U.S. Bureau of Labor Statistics reported that the U.S. unemployment rate remained at 4.1% as of September 30, 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 weakened in the third quarter of 2024 compared to the euro and the British pound. Relative to the U.S. dollar, the euro appreciated 3.9% during the third quarter of 2024, after depreciating 0.7% in the second quarter of 2024, while the British pound appreciated 5.8% during the third quarter of 2024, after appreciating 0.2% in the second quarter of 2024. Oil finished the third quarter of 2024 down 16.4% from the second quarter of 2024.
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 September 30, 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 decreased during the third quarter of 2024, with the U.S. 10-year Treasury yield at 3.81%, compared to 4.36% at the end of the second quarter of 2024, primarily due to the U.S. Federal Reserve’s decision to lower the benchmark interest rate target range by 50 basis points at its September meeting.
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 to lower its overall net floating rate position. As of September 30, 2024, Athene’s net invested asset portfolio included $49.8 billion of floating rate investments, or 21% of its net invested assets, and its net reserve liabilities included $35.0 billion of floating rate liabilities at notional, or 15% of its net invested assets, resulting in $14.8 billion of net floating rate assets, or 6% 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 September 30, 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 September 30, 2024, approximately 39% 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 61% 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 credit funds we manage have various performance fee rates and hurdle rates. Certain of
the credit funds we manage allocate performance fees to the general partner in a similar manner as the equity funds. In certain funds we manage, as long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s performance fees equate to its performance fee rate for that 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:
| September 30, 2024 | Performance Fees for the Three Months Ended September 30, 2024 | Performance Fees for the Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Performance Fees Receivable on an Unconsolidated Basis | Unrealized | Realized | Total | Unrealized | Realized | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accord and Accord+ Funds | $ | 100 | $ | 5 | $ | 14 | $ | 19 | $ | 27 | $ | 14 | $ | 41 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AIOF I and II | 39 | 8 | — | 8 | 20 | — | 20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ANRP I, II and III1 | 63 | 10 | 1 | 11 | 40 | 1 | 41 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Athora | 73 | (22) | — | (22) | (26) | — | (26) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit Strategies | 91 | 43 | 4 | 47 | 84 | 8 | 92 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EPF Funds1 | 21 | — | — | — | (3) | 8 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FCI Funds | 89 | (1) | — | (1) | 3 | — | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Freedom Parent Holdings | 29 | (66) | 87 | 21 | (34) | 87 | 53 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund X | 138 | 28 | — | 28 | 137 | — | 137 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund IX | 1,536 | (143) | 209 | 66 | (178) | 392 | 214 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VIII2 | 27 | (106) | 1 | (105) | (127) | 3 | (124) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VII | — | — | — | — | (26) | 27 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VI | 29 | — | 2 | 2 | — | 7 | 7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HVF I | 59 | 1 | — | 1 | 14 | 4 | 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HVF II | 113 | 49 | — | 49 | 113 | — | 113 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| MidCap Financial | 34 | 2 | 10 | 12 | 5 | 30 | 35 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redding Ridge Holdings | 150 | 20 | 11 | 31 | 39 | 28 | 67 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other1,3 | 606 | 30 | 48 | 78 | 125 | 145 | 270 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 3,197 | $ | (142) | $ | 387 | $ | 245 | $ | 213 | $ | 754 | $ | 967 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total, net of profit sharing payable4/expense | $ | 1,433 | $ | (77) | $ | 147 | $ | 70 | $ | 84 | $ | 327 | $ | 411 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 As of September 30, 2024, certain funds had $202 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 $1.8 billion as of September 30, 2024. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 As of September 30, 2024, the remaining investments and escrow cash of Fund VIII was valued at 90% 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 September 30, 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 fund’s partnership agreement. Performance fees receivable as of September 30, 2024 and realized performance fees for the three and nine months ended September 30, 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 $1.8 billion as of September 30, 2024, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $55 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 September 30, 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 | ||||||||||||||||||||||||
| Accord and Accord+ Funds | 100 | 27 | 127 | — | 100 | ||||||||||||||||||||||||
| AIOF I and II | 39 | 63 | 102 | — | 72 | ||||||||||||||||||||||||
| ANRP I, II and III | 63 | 162 | 225 | 23 | 77 | ||||||||||||||||||||||||
| Athora | 73 | — | 73 | — | 73 | ||||||||||||||||||||||||
| Credit Strategies | 91 | 373 | 464 | — | 88 | ||||||||||||||||||||||||
| EPF Funds | 21 | 539 | 560 | 118 | 140 | ||||||||||||||||||||||||
| FCI Funds | 89 | 24 | 113 | — | 89 | ||||||||||||||||||||||||
| Freedom Parent Holdings | 29 | 87 | 116 | — | 29 | ||||||||||||||||||||||||
| Fund X | 138 | — | 138 | — | 138 | ||||||||||||||||||||||||
| Fund IX | 1,536 | 1,270 | 2,806 | — | 2,256 | ||||||||||||||||||||||||
| Fund VIII | 27 | 1,779 | 1,806 | 40 | 1,157 | ||||||||||||||||||||||||
| Fund VII | — | 3,271 | 3,271 | — | — | ||||||||||||||||||||||||
| Fund VI | 29 | 1,664 | 1,693 | — | — | ||||||||||||||||||||||||
| Fund IV and Fund V | — | 2,023 | 2,023 | 1 | — | ||||||||||||||||||||||||
| HVF I | 59 | 246 | 305 | — | 180 | ||||||||||||||||||||||||
| HVF II | 113 | — | 113 | — | 113 | ||||||||||||||||||||||||
| MidCap Financial | 34 | 166 | 200 | — | 34 | ||||||||||||||||||||||||
| Redding Ridge Holdings | 150 | — | 150 | — | 123 | ||||||||||||||||||||||||
| Other5 | 606 | 2,623 | 3,229 | 20 | 724 | ||||||||||||||||||||||||
| Total | $ | 3,197 | $ | 14,317 | $ | 17,514 | $ | 202 | $ | 5,393 | |||||||||||||||||||
| 1 Certain funds are denominated in euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.11 as of September 30, 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 $1.34 as of September 30, 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 September 30, 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 September 30, 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 September 30, 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 senior and 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 September 30, 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) changes in 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 and nine months ended September 30, 2024 and 2023. For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:
| Three months ended September 30, | Total Change | Percentage Change | Nine months ended September 30, | Total Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees | $ | 476 | $ | 462 | $ | 14 | 3.0% | $ | 1,376 | $ | 1,328 | $ | 48 | 3.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advisory and transaction fees, net | 181 | 157 | 24 | 15.3 | 617 | 482 | 135 | 28.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment income (loss) | 230 | 292 | (62) | (21.2) | 910 | 882 | 28 | 3.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incentive fees | 35 | 18 | 17 | 94.4 | 108 | 59 | 49 | 83.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 922 | 929 | (7) | (0.8) | 3,011 | 2,751 | 260 | 9.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Premiums | 389 | 26 | 363 | NM | 1,163 | 9,163 | (8,000) | (87.3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product charges | 267 | 217 | 50 | 23.0 | 756 | 622 | 134 | 21.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | 4,101 | 3,166 | 935 | 29.5 | 11,481 | 8,726 | 2,755 | 31.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment related gains (losses) | 1,539 | (2,624) | 4,163 | NM | 3,082 | (1,193) | 4,275 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues of consolidated variable interest entities | 552 | 318 | 234 | 73.6 | 1,329 | 946 | 383 | 40.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenues | 3 | 563 | (560) | (99.5) | 9 | 583 | (574) | (98.5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6,851 | 1,666 | 5,185 | 311.2 | 17,820 | 18,847 | (1,027) | (5.4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Revenues | 7,773 | 2,595 | 5,178 | 199.5 | 20,831 | 21,598 | (767) | (3.6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation and benefits: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Salary, bonus and benefits | 291 | 254 | 37 | 14.6 | 851 | 766 | 85 | 11.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | 124 | 129 | (5) | (3.9) | 442 | 379 | 63 | 16.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Profit sharing expense | 190 | 174 | 16 | 9.2 | 583 | 598 | (15) | (2.5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total compensation and benefits | 605 | 557 | 48 | 8.6 | 1,876 | 1,743 | 133 | 7.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 55 | 36 | 19 | 52.8 | 159 | 98 | 61 | 62.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General, administrative and other | 326 | 220 | 106 | 48.2 | 885 | 643 | 242 | 37.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 986 | 813 | 173 | 21.3 | 2,920 | 2,484 | 436 | 17.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest sensitive contract benefits | 2,599 | 333 | 2,266 | NM | 7,307 | 3,634 | 3,673 | 101.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Future policy and other policy benefits | 793 | 368 | 425 | 115.5 | 2,431 | 10,346 | (7,915) | (76.5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Market risk benefits remeasurement (gains) losses | 524 | (441) | 965 | NM | 354 | (166) | 520 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired | 244 | 211 | 33 | 15.6 | 678 | 502 | 176 | 35.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Policy and other operating expenses | 670 | 467 | 203 | 43.5 | 1,601 | 1,356 | 245 | 18.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4,830 | 938 | 3,892 | 414.9 | 12,371 | 15,672 | (3,301) | (21.1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Expenses | 5,816 | 1,751 | 4,065 | 232.2 | 15,291 | 18,156 | (2,865) | (15.8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (loss) – Asset Management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net gains (losses) from investment activities | 15 | (32) | 47 | NM | 33 | (14) | 47 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net gains (losses) from investment activities of consolidated variable interest entities | 44 | 49 | (5) | (10.2) | 70 | 95 | (25) | (26.3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (loss), net | 70 | 22 | 48 | 218.2 | 68 | 102 | (34) | (33.3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Other income (loss) | 129 | 39 | 90 | 230.8 | 171 | 183 | (12) | (6.6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income tax (provision) benefit | 2,086 | 883 | 1,203 | 136.2 | 5,711 | 3,625 | 2,086 | 57.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax (provision) benefit | (317) | (243) | (74) | 30.5 | (1,000) | (697) | (303) | 43.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 1,769 | 640 | 1,129 | 176.4 | 4,711 | 2,928 | 1,783 | 60.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (958) | 42 | (1,000) | NM | (1,620) | (637) | (983) | 154.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Apollo Global Management, Inc. | 811 | 682 | 129 | 18.9 | 3,091 | 2,291 | 800 | 34.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | (24) | (22) | (2) | 9.1 | (73) | (22) | (51) | 231.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) available to Apollo Global Management, Inc. common stockholders | $ | 787 | $ | 660 | $ | 127 | 19.2% | $ | 3,018 | $ | 2,269 | $ | 749 | 33.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 September 30, 2024 Compared to Three Months Ended September 30, 2023
In this section, references to 2024 refer to the three months ended September 30, 2024 and references to 2023 refer to the three months ended September 30, 2023.
Asset Management
Revenues
Revenues were $922 million in 2024, a decrease of $7 million from $929 million in 2023, primarily driven by lower investment income, partially offset by an increase in advisory and transaction fees, net. Investment income decreased $62 million in 2024 to $230 million compared to $292 million in 2023. The decrease in investment income of $62 million in 2024 was driven by decreases in performance allocations and principal investment income of $40 million and $22 million, respectively.
Significant drivers for performance allocations in 2024 were performance allocations primarily earned from Fund IX, HVF II, Credit Strategies, Redding Ridge Holdings, Fund X and Freedom Parent Holdings of $74 million, $49 million, $47 million, $31 million, $28 million and $21 million, respectively, partially offset by performance allocation losses from Fund VIII of $103 million.
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 (i) manufacturing and industrial and (ii) consumer services sectors, and the fund’s distressed investments.
The performance allocations earned from HVF II in 2024 were primarily driven by appreciation of the fund’s investments in private portfolio companies in the (i) consumer and retail, (ii) consumer services and (iii) manufacturing and industrial sectors. Moreover, the fund achieved its annualized hurdle rate in 2024.
The performance allocations earned from Credit Strategies in 2024 were 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 the accumulation of warehouse assets.
The performance allocations earned from Fund X in 2024 were primarily driven by the appreciation and realization of the fund’s investments in the (i) manufacturing and industrial and (ii) consumer and retail sectors, and the fund’s distressed investments.
The performance allocations earned from Freedom Parent Holdings in 2024 were primarily driven by the appreciation of its investment in Wheels, a U.S. corporate fleet lessor platform.
The performance allocation losses from Fund VIII in 2024 were primarily driven by the depreciation of the fund’s investments in the (i) media, telecom and technology, (ii) leisure and (iii) consumer services sectors.
Advisory and transaction fees increased by $24 million to $181 million in 2024 from $157 million in 2023. Advisory and transaction fees were primarily attributable to fees earned from companies in the (i) business services, (ii) consumer and retail, (iii) financial services and (iv) media, telecom and technology sectors.
Expenses
Expenses were $986 million in 2024, an increase of $173 million from $813 million in 2023 due to increases in general, administrative and other and total compensation and benefits expenses.
General, administrative and other expenses were $326 million in 2024, an increase of $106 million from $220 million in 2023. The increase in 2024 was primarily driven by $72 million related to equity interests issued by a subsidiary as part of a
restructuring of such entity. Additionally, increases in professional fees, higher travel and entertainment expenses, placement fees, and higher depreciation and amortization also contributed to the higher general, administrative and other expenses in 2024.
Total compensation and benefits were $605 million in 2024, an increase of $48 million from $557 million in 2023, primarily due to increases in salary, bonus and benefits and profit sharing expense of $37 million and $16 million, respectively. The increase in salary, bonus and benefits of $37 million was primarily driven by growth in revenues and increased headcount in 2024. The increase in profit sharing expense was primarily driven by the performance fees included within investment income in 2024. 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.
Interest expense was $55 million in 2024, an increase of $19 million from $36 million in 2023. The increase in 2024 was primarily driven by higher interest expense from debt issued in the second quarter of 2024 and the fourth quarter of 2023.
Other Income (Loss)
Other income (loss) was $129 million in 2024, an increase of $90 million from $39 million in 2023. This increase was primarily driven by increases in other income (loss), net and net gains (losses) from investment activities of $48 million and $47 million, respectively.
The increase in other income, net of $48 million in 2024 was primarily attributable to foreign currency gains and gains from changes in the tax receivable agreement liability. The increase in net gains from investment activities of $47 million was primarily driven by the appreciation in the Company’s investment in Global Business Travel Group, Inc.
Retirement Services
Revenues
Retirement Services revenues were $6.9 billion in 2024, an increase of $5.2 billion from $1.7 billion in 2023. The increase was primarily driven by an increase in investment related gains (losses), an increase in net investment income, an increase in premiums and an increase in revenues of consolidated VIEs, partially offset by a decrease in other revenues.
Investment related gains (losses) were $1.5 billion in 2024, an increase of $4.2 billion from $(2.6) billion in 2023, primarily due to the favorable change in fair value of mortgage loans, FIA hedging derivatives, reinsurance assets and trading securities, partially offset by unfavorable net foreign exchange impacts. The change in fair value of mortgage loans increased $1.7 billion, the change in fair value of reinsurance assets increased $1.5 billion and the change in fair value of trading securities increased $144 million, primarily driven by a decrease in U.S. Treasury rates in 2024 compared to an increase in 2023. The change in fair value of FIA hedging derivatives increased $1.6 billion, primarily driven by favorable performance of the equity indices upon which Athene’s call options are based. The largest percentage of Athene’s call options are based on the S&P 500 index, which increased 5.5% in 2024, compared to a decrease of 3.6% in 2023. The unfavorable net foreign exchange impacts were primarily related to the weakening of the U.S. dollar against foreign currencies in 2024 compared to 2023.
Net investment income was $4.1 billion in 2024, an increase of $935 million from $3.2 billion in 2023, primarily driven by significant growth in Athene’s investment portfolio attributable to strong net flows during the previous twelve months and higher rates on new deployment in comparison to Athene’s existing portfolio related to the higher interest rate environment.
Premiums were $389 million in 2024, an increase of $363 million from $26 million in 2023, primarily driven by a $294 million increase in pension group annuity premiums compared to 2023, as well as an increase in life premiums attributable to a block reinsurance transaction completed in the fourth quarter of 2023.
Revenues of consolidated VIEs were $552 million in 2024, an increase of $234 million from $318 million in 2023, primarily driven by unrealized gains on assets held by AAA and a favorable change in the fair value of mortgage loans held in VIEs related to a decrease in U.S. Treasury rates in 2024 compared to an increase in 2023.
Other revenues were $3 million in 2024, a decrease of $560 million from $563 million in 2023, primarily driven by the $555 million gain on the settlement of the VIAC recapture agreement in 2023.
Expenses
Retirement Services expenses were $4.8 billion in 2024, an increase of $3.9 billion from $938 million in 2023. The increase was primarily driven by an increase in interest sensitive contract benefits, an increase in market risk benefits remeasurement (gains) losses, an increase in future policy and other policy benefits, an increase in policy and other operating expenses and an increase in DAC, DSI and VOBA amortization. Athene’s annual unlocking of assumptions resulted in an increase in total benefits and expenses of $31 million compared to a decrease of $22 million in 2023. The 2024 unlocking was driven by an increase of $62 million in market risk benefits, an increase of $21 million related to DAC, DSI and VOBA and an increase of $8 million in interest sensitive contract benefits, partially offset by a decrease of $60 million in future policy and other policy benefits, compared to a decrease of $94 million in interest sensitive contract benefits and a decrease of $45 million in future policy and other policy benefits, partially offset by an increase of $81 million in market risk benefits and an increase of $36 million related to DAC, DSI and VOBA in 2023.
Interest sensitive contract benefits were $2.6 billion in 2024, an increase of $2.3 billion from $333 million in 2023, primarily driven by an increase in the change in Athene’s fixed indexed annuity reserves, significant growth in its deferred annuity and funding agreement blocks of business, higher rates on new deferred annuity and funding agreement issuances in comparison to its existing blocks of business and an unfavorable change in unlocking. 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 $1.5 billion was primarily due to the performance of the equity indices to which Athene’s FIA policies are linked. The largest percentage of Athene’s FIA policies are linked to the S&P 500 index, which increased 5.5% in 2024, compared to a decrease of 3.6% in 2023. The change in fair value of FIA embedded derivatives was also driven by the unfavorable change in discount rates used in Athene’s embedded derivative calculations as 2024 experienced a decrease in discount rates compared to an increase in 2023. These impacts were partially offset by the favorable impact of rates on policyholder projected benefits. The fair value of FIA embedded derivatives unlocking in 2024 was $67 million unfavorable primarily due to changes to projected interest crediting, while 2023 unlocking was $20 million favorable primarily due to changes to projected interest crediting, partially offset by an increase in lapse and risk margin assumptions. The negative VOBA unlocking related to Athene’s interest sensitive contract liabilities in 2024 was $59 million favorable mainly due to updated economics and an increase in lapse assumptions, while 2023 unlocking was $74 million favorable mainly due to an increase in lapse assumptions.
Market risk benefits remeasurement (gains) losses were $524 million in 2024, an increase of $965 million from $(441) million in 2023. The losses in 2024 compared to gains in 2023 were primarily driven by an unfavorable change in the fair value of market risk benefits, partially offset by a favorable change in unlocking. The change in fair value of market risk benefits was $1.0 billion unfavorable compared to 2023 due to a decrease in the risk-free discount rate across the curve, which is used in the fair value measurement of the liability for market risk benefits. This impact was partially offset by a favorable change in fair value of market risk benefits of $69 million related to the favorable equity market performance compared to 2023. The market risk benefits unlocking in 2024 was $62 million unfavorable primarily due to an increase in the income rider utilization assumption increasing projected claims, partially offset by favorable changes in lapse and enhanced income utilization assumptions, while 2023 unlocking was $81 million unfavorable primarily due to an increase in the income rider utilization assumption increasing projected claims, partially offset by favorable changes in lapse and income rider restart assumptions.
Future policy and other policy benefits were $793 million in 2024, an increase of $425 million from $368 million in 2023, primarily driven by a $294 million increase in pension group annuity obligations compared to 2023 and an increase in the change in the AmerUs Closed Block fair value liability, partially offset by a favorable change in unlocking. The change in the AmerUs Closed Block fair value liability was primarily due to a decrease in U.S. Treasury rates in 2024 compared to an increase in 2023. Unlocking in 2024 was $60 million favorable consisting of $104 million of favorable future policy benefit reserve unlocking, partially offset by $44 million of unfavorable negative VOBA and deferred profit liability unlocking. The favorable unlocking primarily related to favorable projected mortality lowering future benefit payments, partially offset by an increase in the lump sum payment utilization assumption. Unlocking in 2023 was $45 million favorable consisting of $297 million of favorable future policy benefit reserve unlocking, partially offset by $252 million of unfavorable negative VOBA and deferred profit liability unlocking. The favorable unlocking primarily related to higher interest rates and favorable mortality experience lowering future benefit payments.
Policy and other operating expenses were $670 million in 2024, an increase of $203 million from $467 million in 2023, primarily driven by the recognition of $172 million of expense related to estimated guaranty association assessments Athene expects to be levied against it in connection with the Bankers Life Insurance Company and Colorado Bankers Life Insurance Company insolvencies, as well as an increase in general operating expenses attributable to growth in the business.
DAC, DSI and VOBA amortization was $244 million in 2024, an increase of $33 million from $211 million in 2023, primarily due to growth in Athene’s retail channel, partially offset by lower VOBA amortization and a favorable change in unlocking. Unlocking in 2024 was $21 million unfavorable mainly related to changes to projected interest crediting and an increase in lapse assumptions, while unlocking in 2023 was $36 million unfavorable mainly related to an increase in lapse assumptions and changes to projected interest crediting.
Income Tax (Provision) Benefit
The Company’s income tax provision totaled $317 million and $243 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 15.2% and 27.5% 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 a material increase 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).
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
In this section, references to 2024 refer to the nine months ended September 30, 2024 and references to 2023 refer to the nine months ended September 30, 2023.
Asset Management
Revenues
Revenues were $3,011 million in 2024, an increase of $260 million from $2,751 million in 2023, primarily driven by an increase in advisory and transaction fees, net, incentive fees and management fees.
Advisory and transaction fees increased by $135 million to $617 million in 2024 from $482 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) financial services and (iii) business services sectors.
Incentive fees increased by $49 million to $108 million in 2024 from $59 million in 2023, primarily attributable to incentive fees earned from ADS of $40 million, reflecting the growing contribution from Apollo’s wealth-focused products.
Management fees increased by $48 million to $1,376 million in 2024 from $1,328 million in 2023. The increase in management fees was primarily attributable to management fees earned from ADS and Athora of $35 million and $9 million, respectively, driven by an increase in subscriptions and higher fee-generating AUM.
Investment income moderated in 2024, increasing $28 million to $910 million compared to $882 million in 2023. The increase in investment income in 2024 was driven by an increase in performance allocations of $84 million, partially offset by a decrease in principal investment income of $56 million.
Significant drivers for performance allocations in 2024 were performance allocations primarily earned from Fund IX, Fund X, HVF II, Credit Strategies, Redding Ridge Holdings and Freedom Parent Holdings of $232 million, $137 million, $114 million, $92 million, $66 million and $53 million, respectively, partially offset by performance allocation losses from Fund VIII of $117 million.
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 of the fund’s investments in the (i) manufacturing and industrial and (ii) consumer services sectors, and the fund’s distressed investments.
The performance allocations earned from Fund X in 2024 were primarily driven by the appreciation and realization of the fund’s investments in the (i) manufacturing and industrial and (ii) consumer and retail sectors, and the fund’s distressed investments. Moreover, the fund achieved its annualized hurdle rate in 2024.
The performance allocations earned from HVF II in 2024 were primarily driven by the appreciation of the fund’s investments in private portfolio companies in the (i) consumer and retail, (ii) consumer services and (iii) manufacturing and industrial sectors. HVF II also achieved its annualized hurdle rate in 2024.
The performance allocations earned from Credit Strategies in 2024 were 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 the accumulation of warehouse assets.
The performance allocations earned from Freedom Parent Holdings in 2024 were primarily driven by the appreciation of its investment in Wheels.
The performance allocation losses from Fund VIII in 2024 were primarily driven by the depreciation of the fund’s investments in the (i) media, telecom and technology, (ii) leisure and (iii) consumer services sectors.
Expenses
Expenses were $2,920 million in 2024, an increase of $436 million from $2,484 million in 2023, primarily due to increases in general, administrative and other and total compensation and benefits expenses. General, administrative and other expenses were $885 million in 2024, an increase of $242 million from $643 million in 2023. The increase in 2024 was primarily driven by $72 million related to equity interests issued by a subsidiary as part of a restructuring of such entity, as well as $18 million of fund merger-related costs. Additionally, increases in professional fees, higher travel and entertainment expenses and placement fees also contributed to the higher general, administrative and other expenses in 2024.
Total compensation and benefits were $1,876 million in 2024, an increase of $133 million from $1,743 million in 2023, primarily due to increases in salary, bonus and benefits and equity-based compensation of $85 million and $63 million, respectively. The increase in salary, bonus and benefits of $85 million was primarily driven by the growth in revenues and increased headcount in 2024. 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.
Interest expense was $159 million in 2024, an increase of $61 million from $98 million in 2023. The increase in 2024 was primarily driven by higher interest expense from debt issued in 2024 and the fourth quarter of 2023.
Other Income (Loss)
Other income (loss) was $171 million in 2024, a decrease of $12 million from $183 million in 2023. This decrease was driven by decreases in other income (loss), net and net gains (losses) from investment activities of consolidated variable interest entities of $34 million and $25 million, respectively, partially offset by an increase in net gains (losses) from investment activities of $47 million.
Other income in 2023 was primarily attributable to interest income earned on the Company’s money market funds and U.S. Treasury securities, as a result of the rising interest rate environment and derivatives gains, which were offset, in part, by losses
from certain of the Company’s balance sheet investments and consolidated SPACs. Other income of $171 million in 2024 was primarily attributable to net gains from consolidated VIEs, as well as 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 $17.8 billion in 2024, a decrease of $1.0 billion from $18.8 billion in 2023. The decrease was primarily driven by a decrease in premiums and a decrease in other revenues, partially offset by an increase in investment related gains (losses), an increase in net investment income and an increase in revenues of consolidated VIEs.
Premiums were $1.2 billion in 2024, a decrease of $8.0 billion from $9.2 billion in 2023, primarily driven by an $8.2 billion decrease in pension group annuity premiums compared to 2023, partially offset by an increase in life premiums attributable to a block reinsurance transaction completed in the fourth quarter of 2023.
Other revenues were $9 million in 2024, a decrease of $574 million from $583 million in 2023, primarily driven by the $555 million gain on the settlement of the VIAC recapture agreement in 2023.
Investment related gains (losses) were $3.1 billion in 2024, an increase of $4.3 billion from $(1.2) billion in 2023, primarily due to the change in fair value of FIA hedging derivatives, mortgage loans, reinsurance assets and trading securities, as well as a favorable change in the provision for credit losses, partially offset by unfavorable net foreign exchange impacts. The change in fair value of FIA hedging derivatives increased $2.0 billion, primarily driven by the favorable performance of the equity indices upon which Athene’s call options are based. The largest percentage of Athene’s call options are based on the S&P 500 index, which increased 20.8% in 2024, compared to an increase of 11.7% in 2023. The change in fair value of mortgage loans increased $1.6 billion, the change in fair value of reinsurance assets increased $1.0 billion and the change in fair value of trading securities increased $79 million primarily driven by a decrease in U.S. Treasury rates in 2024 compared to an increase in 2023. The favorable change in the provision for credit losses of $123 million was primarily driven by intent-to-sell impairments in 2023 related to the timing of the recapture of certain business by VIAC and impacts from the Silicon Valley Bank failure. The unfavorable net foreign exchange impacts were primarily related to the weakening of the U.S. dollar against foreign currencies in 2024 compared to 2023.
Net investment income was $11.5 billion in 2024, an increase of $2.8 billion from $8.7 billion in 2023, primarily driven by significant growth in Athene’s investment portfolio attributable to strong net flows during the previous twelve months, higher rates on new deployment in comparison to Athene’s existing portfolio related to the higher interest rate environment and higher floating rate income.
Revenues of consolidated VIEs were $1.3 billion in 2024, an increase of $383 million from $946 million in 2023, primarily driven by unrealized gains on assets held by AAA and a favorable change in the fair value of mortgage loans held in VIEs related to a decrease in U.S. Treasury rates in 2024 compared to an increase in 2023.
Expenses
Retirement Services expenses were $12.4 billion in 2024, a decrease of $3.3 billion from $15.7 billion in 2023. The decrease was primarily driven by a decrease in future policy and other policy benefits, partially offset by an increase in interest sensitive contract benefits, an increase in market risk benefits remeasurement (gains) losses, an increase in policy and other operating expenses and an increase in DAC, DSI and VOBA amortization. Athene’s annual unlocking of assumptions resulted in an increase in total benefits and expenses of $31 million compared to a decrease of $22 million in 2023. The 2024 unlocking was driven by an increase of $62 million in market risk benefits, an increase of $21 million related to DAC, DSI and VOBA and an increase of $8 million in interest sensitive contract benefits, partially offset by a decrease of $60 million in future policy and other policy benefits, compared to a decrease of $94 million in interest sensitive contract benefits and a decrease of $45 million in future policy and other policy benefits, partially offset by an increase of $81 million in market risk benefits and an increase of $36 million related to DAC, DSI and VOBA in 2023.
Future policy and other policy benefits were $2.4 billion in 2024, a decrease of $7.9 billion from $10.3 billion in 2023, primarily driven by an $8.2 billion decrease in pension group annuity obligations compared to 2023 and a favorable change in unlocking, partially offset by a $211 million increase in accrued interest and an increase in the change in the AmerUs Closed
Block fair value liability. The increase in accrued interest was primarily attributable to a larger outstanding balance in 2024 compared to 2023. The change in the AmerUs Closed Block fair value liability was primarily due to a decrease in U.S. Treasury rates in 2024 compared to an increase in 2023. Unlocking in 2024 was $60 million favorable consisting of $104 million of favorable future policy benefit reserve unlocking, partially offset by $44 million of unfavorable negative VOBA and deferred profit liability unlocking. The favorable unlocking primarily related to favorable projected mortality lowering future benefit payments, partially offset by an increase in the lump sum payment utilization assumption. Unlocking in 2023 was $45 million favorable consisting of $297 million of favorable future policy benefit reserve unlocking, partially offset by $252 million of unfavorable negative VOBA and deferred profit liability unlocking. The favorable unlocking primarily related to higher interest rates and favorable mortality experience lowering future benefit payments.
Interest sensitive contract benefits were $7.3 billion in 2024, an increase of $3.7 billion from $3.6 billion in 2023, primarily driven by an increase in the change in Athene’s fixed indexed annuity reserves, significant growth in its deferred annuity and funding agreement blocks of business, higher rates on new deferred annuity and funding agreement issuances in comparison to its existing blocks of business, increased costs on floating rate funding agreements and an unfavorable change in unlocking. 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 $993 million was primarily due to the performance of the equity indices to which Athene’s FIA policies are linked. The largest percentage of Athene’s FIA policies are linked to the S&P 500 index, which increased 20.8% in 2024, compared to an increase of 11.7% in 2023. The change in fair value of FIA embedded derivatives was also driven by the unfavorable change in discount rates used in Athene’s embedded derivative calculations as 2024 experienced a decrease in discount rates compared to an increase in 2023. These impacts were partially offset by the favorable impact of rates on policyholder projected benefits. The fair value of FIA embedded derivatives unlocking in 2024 was $67 million unfavorable primarily due to changes to projected interest crediting, while 2023 unlocking was $20 million favorable primarily due to changes to projected interest crediting, partially offset by an increase in lapse and risk margin assumptions. The negative VOBA unlocking related to Athene’s interest sensitive contract liabilities in 2024 was $59 million favorable mainly due to updated economics and an increase in lapse assumptions, while 2023 unlocking was $74 million favorable mainly due to an increase in lapse assumptions.
Market risk benefits remeasurement (gains) losses were $354 million in 2024, an increase of $520 million from $(166) million in 2023. The losses in 2024 compared to gains in 2023 were primarily driven by an unfavorable change in the fair value of market risk benefits, partially offset by a favorable change in unlocking. The change in fair value of market risk benefits was $573 million unfavorable compared to 2023 due to a decrease in the risk-free discount rate across the curve, which is used in the fair value measurement of the liability for market risk benefits. This impact was partially offset by a favorable change in the fair value of market risk benefits of $89 million related to the favorable equity market performance compared to 2023. The market risk benefits unlocking in 2024 was $62 million unfavorable primarily due to an increase in the income rider utilization assumption increasing projected claims, partially offset by favorable changes in lapse and enhanced income utilization assumptions, while 2023 unlocking was $81 million unfavorable primarily due to an increase in the income rider utilization assumption increasing projected claims, partially offset by favorable changes in lapse and income rider restart assumptions.
Policy and other operating expenses were $1.6 billion in 2024, an increase of $245 million from $1.4 billion in 2023, primarily driven by the recognition of $172 million of expense related to estimated guaranty association assessments Athene expects to be levied against it in connection with the Bankers Life Insurance Company and Colorado Bankers Life Insurance Company insolvencies, as well as an increase in general operating expenses attributable to growth in the business.
DAC, DSI and VOBA amortization were $678 million in 2024, an increase of $176 million from $502 million in 2023, primarily due to growth in Athene’s retail channel, partially offset by a favorable change in unlocking. Unlocking in 2024 was $21 million unfavorable mainly related to changes to projected interest crediting and an increase in lapse assumptions, while unlocking in 2023 was $36 million unfavorable mainly related to an increase in lapse assumptions and changes to projected interest crediting.
Income Tax (Provision) Benefit
The Company’s income tax provision totaled $1,000 million and $697 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 17.5% and 19.2% 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 CIT. The Company does not expect a material increase 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 September 30, | Total Change | Percentage Change | Nine months ended September 30, | Total Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees - Credit | $ | 518 | $ | 431 | $ | 87 | 20.2% | $ | 1,465 | $ | 1,242 | $ | 223 | 18.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees - Equity | 192 | 217 | (25) | (11.5) | 569 | 603 | (34) | (5.6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees | 710 | 648 | 62 | 9.6 | 2,034 | 1,845 | 189 | 10.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital solutions fees and other, net | 159 | 146 | 13 | 8.9 | 508 | 422 | 86 | 20.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fee-related performance fees | 57 | 40 | 17 | 42.5 | 155 | 102 | 53 | 52.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fee-related compensation | (238) | (212) | 26 | 12.3 | (698) | (635) | 63 | 9.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-compensation expenses | (157) | (150) | 7 | 4.7 | (490) | (423) | 67 | 15.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fee Related Earnings (FRE) | $ | 531 | $ | 472 | $ | 59 | 12.5% | $ | 1,509 | $ | 1,311 | $ | 198 | 15.1% |
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
In this section, references to 2024 refer to the three months ended September 30, 2024 and references to 2023 refer to the three months ended September 30, 2023.
FRE was $531 million in 2024, an increase of $59 million compared to $472 million in 2023. This increase was primarily attributable to growth in fee related revenues, including management fees, fee-related performance fees and capital solutions fees and other, net.
The increase in management fees was primarily attributable to management fees earned from Athene and ADS of $64 million and $14 million, respectively, driven by increases in fee-generating AUM and subscriptions in 2024, respectively, partially offset by a decrease in management fees earned from Fund X of $24 million primarily related to the catch-up management fees earned in 2023. Management fees in 2024 benefited from robust growth in the credit strategy reflecting strong capital formation across Athene and third-party clients.
The increase in fee-related performance fees in 2024 was primarily attributable to fees earned from ADS of $16 million, reflecting the growing contribution from Apollo’s wealth-focused products.
The increase in capital solutions fees in 2024 was primarily attributable to fees earned from companies in the (i) business services, (ii) consumer and retail, (iii) financial services and (iv) media, telecom and technology sectors.
The growth in revenues was offset, in part, by higher fee-related compensation expense and an increase in non-compensation expenses. The increase in fee-related compensation was driven by corresponding growth in fee related revenues and increased headcount in 2024. The increase in non-compensation expenses in 2024 was primarily driven by increases in depreciation and amortization expenses and higher placement fees.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
In this section, references to 2024 refer to the nine months ended September 30, 2024 and references to 2023 refer to the nine months ended September 30, 2023.
FRE was $1,509 million in 2024, an increase of $198 million compared to $1,311 million in 2023. This increase was primarily attributable to growth in fee related revenues, including management fees, capital solutions fees and other, net and fee-related performance fees.
The increase in management fees was primarily attributable to management fees earned from Athene and ADS of $168 million and $32 million, respectively, primarily driven by increases in fee-generating AUM and increased subscriptions in 2024, respectively, partially offset by a decrease in management fees earned from Fund X of $21 million primarily related to the catch-up management fees earned in 2023.
The increase in capital solutions fees in 2024 was primarily attributable to fees earned from companies in the (i) media, telecom and technology, (ii) financial services and (iii) business services sectors.
The increase in fee-related performance fees in 2024 was primarily attributable to fees earned from ADS of $40 million, reflecting the growing contribution from Apollo’s wealth-focused products.
The growth in revenues was offset, in part, by increases in non-compensation expenses and higher fee-related compensation expense stemming from growth in fee related revenues and increased headcount in 2024. The increase in non-compensation expenses in 2024 was primarily driven by higher travel and entertainment expenses, higher placement fees and increases in depreciation and amortization expenses.
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, origination, 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 Apollo’s investing strategies within the Asset Management segment:
| September 30, 2024 | |||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | ||||||||||||||||||||
| Performance Fee-Generating AUM 1 | $ | 88,616 | $ | 54,239 | $ | 142,855 | |||||||||||||||||
| AUM Not Currently Generating Performance Fees | 11,810 | 4,796 | 16,606 | ||||||||||||||||||||
| Uninvested Performance Fee-Eligible AUM | 30,470 | 30,247 | 60,717 | ||||||||||||||||||||
| Total Performance Fee-Eligible AUM | $ | 130,896 | $ | 89,282 | $ | 220,178 |
| September 30, 2023 | |||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | ||||||||||||||||||||
| Performance Fee-Generating AUM 1 | $ | 77,655 | $ | 47,467 | $ | 125,122 | |||||||||||||||||
| AUM Not Currently Generating Performance Fees | 6,442 | 9,566 | 16,008 | ||||||||||||||||||||
| Uninvested Performance Fee-Eligible AUM | 22,376 | 34,691 | 57,067 | ||||||||||||||||||||
| Total Performance Fee-Eligible AUM | $ | 106,473 | $ | 91,724 | $ | 198,197 |
| December 31, 2023 | |||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | ||||||||||||||||||||
| Performance Fee-Generating AUM 1 | $ | 77,026 | $ | 51,444 | $ | 128,470 | |||||||||||||||||
| AUM Not Currently Generating Performance Fees | 9,412 | 6,886 | 16,298 | ||||||||||||||||||||
| Uninvested Performance Fee-Eligible AUM | 22,933 | 34,047 | 56,980 | ||||||||||||||||||||
| Total Performance Fee-Eligible AUM | $ | 109,371 | $ | 92,377 | $ | 201,748 | |||||||||||||||||
| 1 Performance Fee-Generating AUM of $6.7 billion, $4.2 billion and $5.4 billion as of September 30, 2024, September 30, 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:
| September 30, 2024 | |||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | ||||||||||||||||||||
| Fee-Generating AUM based on capital commitments | $ | 223 | $ | 25,204 | $ | 25,427 | |||||||||||||||||
| Fee-Generating AUM based on invested capital | 11,731 | 32,382 | 44,113 | ||||||||||||||||||||
| Fee-Generating AUM based on gross/adjusted assets | 405,910 | 5,323 | 411,233 | ||||||||||||||||||||
| Fee-Generating AUM based on NAV | 61,146 | 9,104 | 70,250 | ||||||||||||||||||||
| Total Fee-Generating AUM | $ | 479,010 | $ | 72,013 | 1 | $ | 551,023 | ||||||||||||||||
| 1 The weighted average remaining life of the traditional private equity funds as of September 30, 2024 was 63 months. |
| September 30, 2023 | |||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | ||||||||||||||||||||
| Fee-Generating AUM based on capital commitments | $ | 212 | $ | 27,799 | $ | 28,011 | |||||||||||||||||
| Fee-Generating AUM based on invested capital | 10,267 | 29,369 | 39,636 | ||||||||||||||||||||
| Fee-Generating AUM based on gross/adjusted assets | 338,973 | 5,542 | 344,515 | ||||||||||||||||||||
| Fee-Generating AUM based on NAV | 48,664 | 7,561 | 56,225 | ||||||||||||||||||||
| Total Fee-Generating AUM | $ | 398,116 | $ | 70,271 | 1 | $ | 468,387 | ||||||||||||||||
| 1 The weighted average remaining life of the traditional private equity funds at September 30, 2023 was 73 months. |
| December 31, 2023 | |||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | ||||||||||||||||||||
| Fee-Generating AUM based on capital commitments | $ | 221 | $ | 27,868 | $ | 28,089 | |||||||||||||||||
| Fee-Generating AUM based on invested capital | 10,216 | 29,583 | 39,799 | ||||||||||||||||||||
| Fee-Generating AUM based on gross/adjusted assets | 360,777 | 5,436 | 366,213 | ||||||||||||||||||||
| Fee-Generating AUM based on NAV | 50,822 | 8,029 | 58,851 | ||||||||||||||||||||
| Total Fee-Generating AUM | $ | 422,036 | $ | 70,916 | 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 $319.8 billion, $278.3 billion and $260.8 billion of AUM on behalf of Athene as of September 30, 2024, December 31, 2023 and September 30, 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 $53.6 billion, $49.9 billion and $48.5 billion of AUM on behalf of Athora as of September 30, 2024, December 31, 2023 and September 30, 2023, respectively.
The following tables summarize changes in total AUM for Apollo’s investing strategies within the Asset Management segment:
| Three months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | Credit | Equity | Total | |||||||||||||||||||||||||||||||||||||||||
| Change in Total AUM1: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning of Period | $ | 561,612 | $ | 134,641 | $ | 696,253 | $ | 486,435 | $ | 130,670 | $ | 617,105 | |||||||||||||||||||||||||||||||||||
| Inflows | 38,642 | 3,300 | 41,942 | 27,154 | 5,797 | 32,951 | |||||||||||||||||||||||||||||||||||||||||
| Outflows2 | (11,688) | (1,317) | (13,005) | (12,118) | (402) | (12,520) | |||||||||||||||||||||||||||||||||||||||||
| Net Flows | 26,954 | 1,983 | 28,937 | 15,036 | 5,395 | 20,431 | |||||||||||||||||||||||||||||||||||||||||
| Realizations | (2,717) | (2,383) | (5,100) | (5,596) | (2,409) | (8,005) | |||||||||||||||||||||||||||||||||||||||||
| Market Activity3 | 11,947 | 1,170 | 13,117 | 391 | 1,237 | 1,628 | |||||||||||||||||||||||||||||||||||||||||
| End of Period | $ | 597,796 | $ | 135,411 | $ | 733,207 | $ | 496,266 | $ | 134,893 | $ | 631,159 | |||||||||||||||||||||||||||||||||||
| 1 At the individual segment 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 $1.6 billion and $1.4 billion during the three months ended September 30, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Includes foreign exchange impacts of $2.8 billion and $(2.4) billion during the three months ended September 30, 2024 and 2023, respectively. |
| Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | Credit | Equity | Total | |||||||||||||||||||||||||||||||||||||||||
| Change in Total AUM1: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning of Period | $ | 515,523 | $ | 135,253 | $ | 650,776 | $ | 421,206 | $ | 126,441 | $ | 547,647 | |||||||||||||||||||||||||||||||||||
| Inflows | 112,010 | 7,508 | 119,518 | 109,746 | 14,028 | 123,774 | |||||||||||||||||||||||||||||||||||||||||
| Outflows2 | (42,282) | (4,209) | (46,491) | (32,239) | (2,569) | (34,808) | |||||||||||||||||||||||||||||||||||||||||
| Net Flows | 69,728 | 3,299 | 73,027 | 77,507 | 11,459 | 88,966 | |||||||||||||||||||||||||||||||||||||||||
| Realizations | (9,779) | (7,270) | (17,049) | (11,052) | (6,281) | (17,333) | |||||||||||||||||||||||||||||||||||||||||
| Market Activity3 | 22,324 | 4,129 | 26,453 | 8,605 | 3,274 | 11,879 | |||||||||||||||||||||||||||||||||||||||||
| End of Period | $ | 597,796 | $ | 135,411 | $ | 733,207 | $ | 496,266 | $ | 134,893 | $ | 631,159 | |||||||||||||||||||||||||||||||||||
| 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 $5.1 billion and $5.2 billion during the nine months ended September 30, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Includes foreign exchange impacts of $0.5 billion and $(1.0) billion during the nine months ended September 30, 2024 and 2023, respectively. |
Three Months Ended September 30, 2024
Total AUM was $733.2 billion at September 30, 2024, an increase of $37.0 billion, or 5.3%, compared to $696.3 billion at June 30, 2024. The net increase was primarily driven by the growth of our retirement services client assets, subscriptions across the platform and new financing facilities, partially offset by normal course outflows at Athene as well as distributions. More specifically, the net increase was due to:
-
Net flows of $28.9 billion primarily attributable to:
-
a $27.0 billion increase related to the funds we manage in our credit strategy primarily consisting of (i) $11.1 billion related to the growth of our retirement services clients; (ii) $11.1 billion of leverage primarily driven by new Atlas warehousing financing facilities; and (iii) $5.8 billion of subscriptions mostly related to the direct lending, performing credit, investment grade and opportunistic credit funds we manage; and
-
a $2.0 billion increase related to the funds we manage in our equity strategy.
-
Realizations of $(5.1) billion primarily attributable to:
-
$(2.7) billion related to the funds we manage in our credit strategy, largely driven by distributions from the direct lending, performing credit and investment grade funds we manage; and
-
$(2.4) billion related to the funds we manage in our equity strategy, largely driven by distributions across the traditional private equity funds we manage.
-
Market activity of $13.1 billion, primarily attributable to:
-
$11.9 billion related to the funds we manage in our credit strategy primarily consisting of $7.2 billion driven by our retirement services clients and $2.1 billion related to the direct lending, performing credit and investment grade funds we manage; and
-
$1.2 billion related to the funds we manage in our equity strategy.
Nine Months Ended September 30, 2024
Total AUM was $733.2 billion at September 30, 2024, an increase of $82.4 billion, or 12.7%, 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 $73.0 billion primarily attributable to:
-
a $69.7 billion increase related to the funds we manage in our credit strategy primarily consisting of (i) $35.6 billion of subscriptions mostly related to the direct lending, performing credit, investment grade and asset-backed finance funds we manage; and (ii) $28.0 billion related to the growth of our retirement services clients; and (iii) $15.9 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; and
-
a $3.3 billion increase related to the funds we manage in our equity strategy.
-
Realizations of $(17.0) billion primarily attributable to:
-
$(9.8) billion related to the funds we manage in our credit strategy, largely driven by distributions from the asset-backed finance, direct lending, performing credit, investment grade and opportunistic credit funds we manage, and the anticipated run-off related to the Atlas SP-Credit Suisse investment management agreement; and
-
$(7.3) billion related to the funds we manage in our equity strategy primarily consisting of distributions across the traditional private equity funds.
-
Market activity of $26.5 billion primarily attributable to:
-
$22.3 billion related to the funds we manage in our credit strategy primarily consisting of $14.4 billion related to our retirement services client assets and $3.1 billion related to the direct lending, performing credit and investment grade funds; and
-
$4.1 billion related to the funds we manage in our equity strategy related to the traditional private equity funds and hybrid value funds we manage.
The following tables summarize changes in Fee-Generating AUM for Apollo’s investing strategies within the Asset Management segment:
| Three months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | Credit | Equity | Total | |||||||||||||||||||||||||||||||||||||||||
| Change in Fee-Generating AUM1: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning of Period | $ | 451,292 | $ | 70,871 | $ | 522,163 | $ | 393,701 | $ | 68,082 | $ | 461,783 | |||||||||||||||||||||||||||||||||||
| Inflows | 31,069 | 3,898 | 34,967 | 17,838 | 3,795 | 21,633 | |||||||||||||||||||||||||||||||||||||||||
| Outflows2 | (12,251) | (2,449) | (14,700) | (12,585) | (997) | (13,582) | |||||||||||||||||||||||||||||||||||||||||
| Net Flows | 18,818 | 1,449 | 20,267 | 5,253 | 2,798 | 8,051 | |||||||||||||||||||||||||||||||||||||||||
| Realizations | (1,334) | (765) | (2,099) | (1,207) | (316) | (1,523) | |||||||||||||||||||||||||||||||||||||||||
| Market Activity3 | 10,234 | 458 | 10,692 | 369 | (293) | 76 | |||||||||||||||||||||||||||||||||||||||||
| End of Period | $ | 479,010 | $ | 72,013 | $ | 551,023 | $ | 398,116 | $ | 70,271 | $ | 468,387 | |||||||||||||||||||||||||||||||||||
| 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 $1.6 billion and $1.1 billion during the three months ended September 30, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Includes foreign exchange impacts of $2.4 billion and $(1.9) billion during the three months ended September 30, 2024 and 2023, respectively. |
| Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Credit | Equity | Total | Credit | Equity | Total | |||||||||||||||||||||||||||||||||||||||||
| Change in Fee-Generating AUM1: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning of Period | $ | 422,036 | $ | 70,916 | $ | 492,952 | $ | 346,598 | $ | 65,489 | $ | 412,087 | |||||||||||||||||||||||||||||||||||
| Inflows | 89,589 | 7,426 | 97,015 | 81,160 | 10,196 | 91,356 | |||||||||||||||||||||||||||||||||||||||||
| Outflows2 | (48,404) | (4,982) | (53,386) | (34,731) | (4,088) | (38,819) | |||||||||||||||||||||||||||||||||||||||||
| Net Flows | 41,185 | 2,444 | 43,629 | 46,429 | 6,108 | 52,537 | |||||||||||||||||||||||||||||||||||||||||
| Realizations | (3,812) | (1,722) | (5,534) | (2,226) | (962) | (3,188) | |||||||||||||||||||||||||||||||||||||||||
| Market Activity3 | 19,601 | 375 | 19,976 | 7,315 | (364) | 6,951 | |||||||||||||||||||||||||||||||||||||||||
| End of Period | $ | 479,010 | $ | 72,013 | $ | 551,023 | $ | 398,116 | $ | 70,271 | $ | 468,387 | |||||||||||||||||||||||||||||||||||
| 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 $4.7 billion and $4.7 billion during the nine months ended September 30, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 3 Includes foreign exchange impacts of $0.6 billion and $(0.8) billion during the nine months ended September 30, 2024 and 2023, respectively. |
Three Months Ended September 30, 2024
Total Fee-Generating AUM was $551.0 billion at September 30, 2024, an increase of $28.9 billion, or 5.5%, compared to $522.2 billion at June 30, 2024. The net increase was primarily due to the growth of our retirement services client assets, market activity primarily in our credit strategy and subscriptions across the platform, partially offset by redemptions. More specifically, the net increase was due to:
- Net flows of $20.3 billion primarily attributable to:
*•*an $18.8 billion increase related to the funds we manage in our credit strategy primarily consisting of (i) $11.1 billion related to the growth of our retirement services clients; (ii) $4.9 billion of other net fee-generating movements; and (iii) $2.5 billion of subscriptions primarily related to the direct lending, performing credit and investment grade funds we manage, partially offset by $1.3 billion of redemptions.
-
Market activity of $10.7 billion attributable to the funds we manage in our credit strategy primarily consisting of $6.7 billion related to our retirement services clients.
-
Realizations of $(2.1) billion across the credit and equity strategies.
Nine Months Ended September 30, 2024
Total Fee-Generating AUM was $551.0 billion at September 30, 2024, an increase of $58.1 billion, or 11.8%, compared to $493.0 billion at December 31, 2023. The net increase was primarily driven by the growth of our retirement services client assets, market activity primarily in our credit strategy, and subscriptions across the platform, partially offset by outflows attributable to Atlas. More specifically, the net increase was due to:
-
Net flows of $43.6 billion primarily attributable to:
-
a $41.2 billion increase related to the funds we manage in our credit strategy primarily consisting of (i) a $28.0 billion increase related to the growth of our retirement services client assets; (ii) $11.1 billion of other net fee-generating movements; and (iii) $10.3 billion of subscriptions primarily related to the direct lending, performing credit and investment grade funds we manage, 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 $20.0 billion primarily attributable to the funds we manage in our credit strategy consisting of $14.0 billion related to our retirement services clients.
-
Realizations of $(5.5) billion across the credit and equity strategies.
Origination, Gross Capital Deployment and Uncalled Commitments
Origination represents (i) capital that has been invested in new equity, debt or debt-like investments by Apollo's equity and credit strategies (whether purchased by funds and accounts managed by Apollo, or syndicated to third parties) where Apollo or one of Apollo's origination platforms has sourced, negotiated, or significantly affected the commercial terms of the investment; (ii) new capital pools formed by debt issuances, including CLOs; and (iii) net purchases of certain assets by the funds and accounts we manage that we consider to be private, illiquid, and hard to access assets and which the funds and accounts otherwise may not be able to meaningfully access. Origination generally excludes any issuance of debt or debt-like investments by the portfolio companies of the funds we manage.
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.
Origination is indicative of our ability to originate assets for the funds we manage, through our origination platforms and our corporate solutions capabilities. Gross capital deployment and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed. Origination, gross capital deployment and uncalled commitments could result in future revenues that include management fees, capital solutions fees and performance fees to the extent they are fee-generating. They can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional origination activities and the capital that is deployed or will be deployed. Management uses origination, 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 origination, gross capital deployment and uncalled commitments (in billions):
Note: Totals may not add due to rounding
As of September 30, 2024 and December 31, 2023, Apollo had $64 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 September 30, | Total Change | Percentage Change | Nine months ended September 30, | Total Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Retirement Services: | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed income and other net investment income | $ | 2,806 | $ | 2,235 | $ | 571 | 25.5% | $ | 7,893 | $ | 6,399 | $ | 1,494 | 23.3% | |||||||||||||||||||||||||||||||||
| Alternative net investment income | 236 | 230 | 6 | 2.6 | 670 | 674 | (4) | (0.6) | |||||||||||||||||||||||||||||||||||||||
| Net investment earnings | 3,042 | 2,465 | 577 | 23.4 | 8,563 | 7,073 | 1,490 | 21.1 | |||||||||||||||||||||||||||||||||||||||
| Strategic capital management fees | 27 | 19 | 8 | 42.1 | 76 | 49 | 27 | 55.1 | |||||||||||||||||||||||||||||||||||||||
| Cost of funds | (1,983) | (1,384) | 599 | 43.3 | (5,586) | (4,056) | 1,530 | 37.7 | |||||||||||||||||||||||||||||||||||||||
| Net investment spread | 1,086 | 1,100 | (14) | (1.3) | 3,053 | 3,066 | (13) | (0.4) | |||||||||||||||||||||||||||||||||||||||
| Other operating expenses | (112) | (121) | (9) | (7.4) | (342) | (362) | (20) | (5.5) | |||||||||||||||||||||||||||||||||||||||
| Interest and other financing costs | (118) | (106) | 12 | 11.3 | (328) | (344) | (16) | (4.7) | |||||||||||||||||||||||||||||||||||||||
| Spread Related Earnings (SRE) | $ | 856 | $ | 873 | $ | (17) | (1.9)% | $ | 2,383 | $ | 2,360 | $ | 23 | 1.0% |
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
In this section, references to 2024 refer to the three months ended September 30, 2024 and references to 2023 refer to the three months ended September 30, 2023.
Spread Related Earnings
SRE was $856 million in 2024, a decrease of $17 million, or 2%, compared to $873 million in 2023. The decrease in SRE was primarily driven by higher cost of funds and interest and other financing costs, partially offset by higher net investment earnings and strategic capital management fees.
Cost of funds increased $599 million, primarily driven by growth in and higher rates on new deferred annuity issuances, growth in and higher rates on new institutional business, including the additional costs of swapping to or issuing funding agreements as floating rate to mitigate SRE sensitivity to floating rate assets, an increase in business mix to institutional business at higher crediting rates and the $114 million operating gain on the settlement of the VIAC recapture agreement in 2023. These impacts were partially offset by a favorable change in unlocking as well as a favorable impact to pension group annuity balances related to a refinement in methodology. Unlocking, net of the non-controlling interests, was favorable $16 million primarily related to favorable projected mortality lowering future benefit payments, updated economics and favorable changes in lapse and enhanced income utilization assumptions. These impacts were largely offset by an increase in the income rider utilization assumption increasing projected claims, an increase in the lump sum payment utilization assumption and changes to projected interest crediting. Unlocking, net of the non-controlling interests, in 2023 was unfavorable $24 million primarily related to an increase in the income rider utilization assumption increasing projected claims. This impact was partially offset by favorable changes in lapse and income rider restart assumptions, as well as higher interest rates and favorable mortality experience lowering future benefit payments.
Interest and other financing costs increased $12 million related to interest expense on Athene’s debt issuances in the fourth quarter of 2023 and the first quarter of 2024, partially offset by lower interest expense resulting from a decrease in short-term repurchase agreements outstanding in 2024 compared to 2023.
Net investment earnings increased $577 million, primarily driven by $30.5 billion of growth in Athene’s average net invested assets, higher rates on new deployment compared to Athene’s existing portfolio related to the higher interest rate environment and an increase in alternative net investment income. The increase in alternative net investment income compared to 2023 was primarily driven by favorable performance within strategic origination platforms and credit, largely offset by less favorable performance within equity and retirement services platforms. The increase in income from strategic origination platforms was mainly attributable to a Wheels valuation increase in 2024, unfavorable performance from Aqua Finance, Inc. (“Aqua Finance”) in 2023 related to macroeconomic headwinds for consumer loan origination and favorable performance from other strategic origination platforms related to the funding of recent investments. The decrease in income from equity was largely driven by underperformance within private equity and real assets compared to 2023, while the decrease in income from retirement services platforms was primarily related to continued inflationary and regulatory pressures impacting the valuation of Athora.
Strategic capital management fees increased $8 million due to additional fees received from ADIP II related to new business ceded to ACRA 2 over the previous twelve months as well as the 10% increase in ADIP II’s ownership of ACRA 2 effective December 31, 2023.
Net Investment Spread
| Three months ended September 30, | |||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||
| Fixed income and other net investment earned rate | 4.96 | % | 4.57 | % | 39bps | ||||||||||||
| Alternative net investment earned rate | 8.19 | % | 7.75 | % | 44bps | ||||||||||||
| Net investment earned rate | 5.12 | % | 4.76 | % | 36bps | ||||||||||||
| Strategic capital management fees | 0.05 | % | 0.04 | % | 1bp | ||||||||||||
| Cost of funds | (3.34) | % | (2.67) | % | 67bps | ||||||||||||
| Net investment spread | 1.83 | % | 2.13 | % | (30)bps |
Net investment spread was 1.83% in 2024, a decrease of 30 basis points compared to 2.13% in 2023, primarily driven by higher cost of funds, partially offset by a higher net investment earned rate.
Cost of funds was 3.34% in 2024, an increase of 67 basis points compared to 2.67% in 2023, primarily driven by higher rates on new deferred annuity issuances, higher rates on new institutional business, including the additional costs of swapping to or issuing funding agreements as floating rate to mitigate SRE sensitivity to floating rate assets, an increase in business mix to institutional business at higher crediting rates and the $114 million operating gain on the settlement of the VIAC recapture agreement in 2023. These impacts were partially offset by a favorable change in unlocking, as well as a favorable impact to pension group annuity balances related to a refinement in methodology.
Net investment earned rate was 5.12% in 2024, an increase of 36 basis points compared to 4.76% in 2023, primarily due to higher returns in both Athene’s fixed income and alternative investment portfolios. Fixed income and other net investment earned rate was 4.96% in 2024, an increase from 4.57% in 2023, primarily driven by higher rates on new deployment compared to Athene’s existing portfolio related to the higher interest rate environment. Alternative net investment earned rate was 8.19% in 2024, an increase from 7.75% in 2023, primarily driven by favorable performance within strategic origination platforms and credit, largely offset by less favorable performance within equity and retirement services platforms. The higher return on strategic origination platforms was mainly attributable to a Wheels valuation increase in 2024, unfavorable performance from Aqua Finance in 2023 related to macroeconomic headwinds for consumer loan origination and favorable performance from other strategic origination platforms related to the funding of recent investments. The lower return on equity was largely driven by underperformance within private equity and real assets compared to 2023, while the lower return on retirement services platforms was primarily related to continued inflationary and regulatory pressures impacting the valuation of Athora.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
In this section, references to 2024 refer to the nine months ended September 30, 2024 and references to 2023 refer to the nine months ended September 30, 2023.
Spread Related Earnings
SRE was $2.4 billion in 2024, an increase of $23 million, or 1%, compared to $2.4 billion in 2023. The increase in SRE was primarily driven by higher net investment earnings, higher strategic capital management fees and lower interest and other financing costs, partially offset by higher cost of funds.
Net investment earnings increased $1.5 billion, primarily driven by $23.9 billion of growth in Athene’s average net invested assets, higher rates on new deployment compared to Athene’s existing portfolio related to the higher interest rate environment and higher floating rate income, partially offset by an increase in income attributable to the ACRA non-controlling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increase in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023, as well as slightly lower alternative net investment income. The decrease in alternative net investment income compared to 2023 was primarily driven by less favorable performance within retirement services platforms and equity, largely offset by favorable performance within strategic origination platforms and credit. The decrease in income from retirement services platforms was primarily related to continued inflationary and regulatory pressures impacting the valuation of Athora, while the decrease in income from equity was largely driven by underperformance within private equity compared to 2023. The increase in income from strategic origination platforms was mainly attributable to a Wheels valuation increase in 2024, as well as unfavorable performance from Aqua Finance in 2023 related to macroeconomic headwinds for consumer loan origination, partially offset by outsized performance from MidCap Financial in 2023.
Strategic capital management fees increased $27 million due to additional fees received from ADIP II as a result of the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increase in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023, as well as new business ceded to ACRA 2 over the previous twelve months.
Interest and other financing costs decreased $16 million related to lower interest expense resulting from a 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.
Cost of funds increased $1.5 billion, primarily driven by growth in and higher rates on new deferred annuity issuances, growth in and higher rates on new institutional business, including the additional costs of swapping to or issuing funding agreements as floating rate to mitigate SRE sensitivity to floating rate assets, an increase in business mix to institutional business at higher
crediting rates and the $114 million operating gain on the settlement of the VIAC recapture agreement in 2023. These impacts were partially offset by an increase in costs attributable to the ACRA non-controlling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increase in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023, as well as a favorable change in unlocking and a favorable impact to pension group annuity balances related to a refinement in methodology. Unlocking, net of the non-controlling interests, was favorable $16 million primarily related to favorable projected mortality lowering future benefit payments, updated economics and favorable changes in lapse and enhanced income utilization assumptions. These impacts were largely offset by an increase in the income rider utilization assumption increasing projected claims, an increase in the lump sum payment utilization assumption and changes to projected interest crediting. Unlocking, net of the non-controlling interests, in 2023 was unfavorable $24 million primarily related to an increase in the income rider utilization assumption increasing projected claims. This impact was partially offset by favorable changes in lapse and income rider restart assumptions, as well as higher interest rates and favorable mortality experience lowering future benefit payments.
Net Investment Spread
| Nine months ended September 30, | |||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||
| Fixed income and other net investment earned rate | 4.82 | % | 4.39 | % | 43bps | ||||||||||||
| Alternative net investment earned rate | 7.69 | % | 7.46 | % | 23bps | ||||||||||||
| Net investment earned rate | 4.96 | % | 4.57 | % | 39bps | ||||||||||||
| Strategic capital management fees | 0.04 | % | 0.03 | % | 1bp | ||||||||||||
| Cost of funds | (3.24) | % | (2.62) | % | 62bps | ||||||||||||
| Net investment spread | 1.76 | % | 1.98 | % | (22)bps |
Net investment spread was 1.76% in 2024, a decrease of 22 basis points compared to 1.98% in 2023, primarily driven by higher cost of funds, partially offset by a higher net investment earned rate.
Cost of funds was 3.24% in 2024, an increase of 62 basis points compared to 2.62% in 2023, primarily driven by higher rates on new deferred annuity issuances, higher rates on new institutional business, including the additional costs of swapping to or issuing funding agreements as floating rate to mitigate SRE sensitivity to floating rate assets, an increase in business mix to institutional business at higher crediting rates and the $114 million operating gain on the settlement of the VIAC recapture agreement in 2023. These impacts were partially offset by an increase in costs attributable to the ACRA non-controlling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increase in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023, as well as a favorable change in unlocking and a favorable impact to pension group annuity balances related to a refinement in methodology.
Net investment earned rate was 4.96% in 2024, an increase of 39 basis points compared to 4.57% in 2023, primarily due to higher returns in Athene’s fixed income portfolio and slightly favorable performance within its alternative investment portfolio, partially offset by an increase in income attributable to the ACRA non-controlling interests following the sale of a 50% interest in ACRA 2 to ADIP II effective July 1, 2023 and the subsequent increase in the ADIP II ownership of ACRA 2 to 60% effective December 31, 2023. Fixed income and other net investment earned rate was 4.82% in 2024, an increase from 4.39% in 2023, primarily driven by higher rates on new deployment compared to Athene’s existing portfolio related to the higher interest rate environment and higher floating rate income. Alternative net investment earned rate was 7.69% in 2024, an increase from 7.46% in 2023, as slightly lower income was earned on average alternative net invested assets that decreased $432 million compared to 2023. The slightly lower alternative net investment income compared to 2023 was primarily driven by less favorable performance within retirement services platforms and equity, largely offset by favorable performance within strategic origination platforms and credit. The lower return on retirement services platforms was primarily related to continued inflationary and regulatory pressures impacting the valuation of Athora, while the lower return on equity was largely driven by underperformance within private equity compared to 2023. The higher return on strategic origination platforms was mainly attributable to a Wheels valuation increase in 2024, as well as unfavorable performance from Aqua Finance in 2023 related to macroeconomic headwinds for consumer loan origination, partially offset by outsized performance from MidCap Financial in 2023.
Investment Portfolio
Athene had total investments, including related parties and consolidated VIEs, of $307.6 billion and $259.2 billion as of September 30, 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:
| September 30, 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 | $ | 6,761 | 2.2 | % | $ | 5,399 | 2.1 | % | |||||||||||||||
| U.S. state, municipal and political subdivisions | 977 | 0.3 | % | 1,046 | 0.4 | % | |||||||||||||||||
| Foreign governments | 1,758 | 0.6 | % | 1,899 | 0.7 | % | |||||||||||||||||
| Corporate | 87,610 | 28.5 | % | 78,246 | 30.2 | % | |||||||||||||||||
| CLO | 27,610 | 9.0 | % | 20,207 | 7.8 | % | |||||||||||||||||
| ABS | 22,470 | 7.3 | % | 13,383 | 5.2 | % | |||||||||||||||||
| CMBS | 9,364 | 3.0 | % | 6,591 | 2.5 | % | |||||||||||||||||
| RMBS | 8,135 | 2.6 | % | 7,567 | 2.9 | % | |||||||||||||||||
| Total AFS securities, at fair value | 164,685 | 53.5 | % | 134,338 | 51.8 | % | |||||||||||||||||
| Trading securities, at fair value | 1,684 | 0.6 | % | 1,706 | 0.7 | % | |||||||||||||||||
| Equity securities | 1,292 | 0.4 | % | 1,293 | 0.5 | % | |||||||||||||||||
| Mortgage loans, at fair value | 58,587 | 19.1 | % | 44,115 | 17.0 | % | |||||||||||||||||
| Investment funds | 107 | — | % | 109 | 0.1 | % | |||||||||||||||||
| Policy loans | 320 | 0.1 | % | 334 | 0.1 | % | |||||||||||||||||
| Funds withheld at interest | 21,231 | 6.9 | % | 24,359 | 9.4 | % | |||||||||||||||||
| Derivative assets | 7,529 | 2.4 | % | 5,298 | 2.1 | % | |||||||||||||||||
| Short-term investments | 614 | 0.2 | % | 341 | 0.1 | % | |||||||||||||||||
| Other investments | 1,727 | 0.6 | % | 1,206 | 0.5 | % | |||||||||||||||||
| Total investments | 257,776 | 83.8 | % | 213,099 | 82.3 | % | |||||||||||||||||
| Investments in related parties | |||||||||||||||||||||||
| AFS securities, at fair value | |||||||||||||||||||||||
| Corporate | 1,279 | 0.4 | % | 1,352 | 0.5 | % | |||||||||||||||||
| CLO | 5,780 | 1.9 | % | 4,268 | 1.7 | % | |||||||||||||||||
| ABS | 10,503 | 3.4 | % | 8,389 | 3.2 | % | |||||||||||||||||
| Total AFS securities, at fair value | 17,562 | 5.7 | % | 14,009 | 5.4 | % | |||||||||||||||||
| Trading securities, at fair value | 619 | 0.2 | % | 838 | 0.3 | % | |||||||||||||||||
| Equity securities, at fair value | 257 | 0.1 | % | 318 | 0.1 | % | |||||||||||||||||
| Mortgage loans, at fair value | 1,345 | 0.4 | % | 1,281 | 0.5 | % | |||||||||||||||||
| Investment funds | 1,604 | 0.5 | % | 1,632 | 0.6 | % | |||||||||||||||||
| Funds withheld at interest | 5,444 | 1.8 | % | 6,474 | 2.5 | % | |||||||||||||||||
| Short-term investments | 812 | 0.3 | % | 947 | 0.4 | % | |||||||||||||||||
| Other investments, at fair value | 348 | 0.1 | % | 343 | 0.1 | % | |||||||||||||||||
| Total related party investments | 27,991 | 9.1 | % | 25,842 | 9.9 | % | |||||||||||||||||
| Total investments, including related parties | 285,767 | 92.9 | % | 238,941 | 92.2 | % | |||||||||||||||||
| Investments of consolidated VIEs | |||||||||||||||||||||||
| Trading securities, at fair value | 2,379 | 0.8 | % | 2,136 | 0.8 | % | |||||||||||||||||
| Mortgage loans, at fair value | 2,226 | 0.7 | % | 2,173 | 0.8 | % | |||||||||||||||||
| Investment funds, at fair value | 17,028 | 5.5 | % | 15,820 | 6.2 | % | |||||||||||||||||
| Other investments, at fair value | 159 | 0.1 | % | 103 | — | % | |||||||||||||||||
| Total investments of consolidated VIEs | 21,792 | 7.1 | % | 20,232 | 7.8 | % | |||||||||||||||||
| Total investments, including related parties and consolidated VIEs | $ | 307,559 | 100.0 | % | $ | 259,173 | 100.0 | % |
The $48.4 billion increase in Athene’s total investments, including related parties and consolidated VIEs, as of September 30, 2024 compared to December 31, 2023 was primarily driven by significant growth from gross organic inflows of $56.8 billion in excess of gross liability outflows of $26.3 billion, unrealized gains on AFS securities during the nine months ended September 30, 2024 of $3.8 billion, as well as unrealized gains on mortgage loans and reinsurance assets attributable to a decrease in U.S. Treasury rates and credit spread tightening in 2024, and an increase in derivative assets primarily related to the impact of
favorable equity market performance in 2024 on Athene’s call options. Additionally, total investments, including related parties and consolidated VIEs, increased due to the issuance of debt in the first quarter of 2024, reinvestment of earnings and an increase in VIE investment funds attributable to favorable performance of the underlying assets within AAA in 2024 and net contributions from third-party investors into AAA, partially offset by Athene’s distribution of certain investments to AGM as a dividend.
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, 97.1% and 96.5% as of September 30, 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 and credit 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, foreign exchange risk, interest rate risk and credit 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. Athene also uses derivative instruments, such as forward contracts and swaps, to hedge foreign currency exposure resulting from foreign denominated assets and liabilities and to help manage its net floating rate position.
Net Invested Assets
The following summarizes Athene’s net invested assets:
| September 30, 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 | $ | 86,751 | 35.7 | % | $ | 82,883 | 38.1 | % | |||||||||||||||
| CLO | 25,200 | 10.4 | % | 20,538 | 9.4 | % | |||||||||||||||||
| Credit | 111,951 | 46.1 | % | 103,421 | 47.5 | % | |||||||||||||||||
| CML | 27,928 | 11.5 | % | 25,977 | 11.9 | % | |||||||||||||||||
| RML | 25,144 | 10.4 | % | 18,021 | 8.3 | % | |||||||||||||||||
| RMBS | 7,768 | 3.2 | % | 7,795 | 3.6 | % | |||||||||||||||||
| CMBS | 7,436 | 3.1 | % | 5,580 | 2.6 | % | |||||||||||||||||
| Real estate | 68,276 | 28.2 | % | 57,373 | 26.4 | % | |||||||||||||||||
| ABS | 28,572 | 11.8 | % | 22,202 | 10.2 | % | |||||||||||||||||
| Alternative investments | 11,356 | 4.7 | % | 11,659 | 5.4 | % | |||||||||||||||||
| State, municipal, political subdivisions and foreign government | 3,259 | 1.3 | % | 3,384 | 1.5 | % | |||||||||||||||||
| Equity securities | 2,095 | 0.9 | % | 1,727 | 0.8 | % | |||||||||||||||||
| Short-term investments | 1,256 | 0.5 | % | 1,048 | 0.5 | % | |||||||||||||||||
| U.S. government and agencies | 4,955 | 2.0 | % | 4,052 | 1.9 | % | |||||||||||||||||
| Other investments | 51,493 | 21.2 | % | 44,072 | 20.3 | % | |||||||||||||||||
| Cash and cash equivalents | 8,354 | 3.4 | % | 10,467 | 4.8 | % | |||||||||||||||||
| Policy loans and other | 2,589 | 1.1 | % | 2,094 | 1.0 | % | |||||||||||||||||
| Net invested assets | $ | 242,663 | 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 $242.7 billion and $217.4 billion as of September 30, 2024 and December 31, 2023, respectively. The increase in net invested assets was primarily driven by growth from net organic inflows of $40.1 billion in excess of net liability outflows of $21.6 billion, reinvestment of earnings and the issuance of debt in the first quarter of 2024, partially offset by the distribution of certain investments to AGM as a dividend and a decrease in short-term repurchase agreements outstanding in 2024.
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 September 30, | Total Change | Percentage Change | Nine months ended September 30, | Total Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal Investing: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Realized performance fees | $ | 331 | $ | 132 | $ | 199 | 150.8% | $ | 600 | $ | 473 | $ | 127 | 26.8% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Realized investment income (loss) | 17 | 5 | 12 | 240.0 | 42 | 35 | 7 | 20.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal investing compensation | (253) | (119) | 134 | 112.6 | (464) | (434) | 30 | 6.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | (17) | (14) | 3 | 21.4 | (46) | (42) | 4 | 9.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal Investing Income (PII) | $ | 78 | $ | 4 | $ | 74 | NM | $ | 132 | $ | 32 | $ | 100 | NM |
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 September 30, 2024 Compared to Three Months Ended September 30, 2023
In this section, references to 2024 refer to the three months ended September 30, 2024 and references to 2023 refer to the three months ended September 30, 2023.
PII was $78 million in 2024, an increase of $74 million, as compared to $4 million in 2023. This increase was primarily attributable to an increase in realized performance fees of $199 million, partially offset by an increase in principal investing compensation expense of $134 million.
The increase in realized performance fees of $199 million in 2024 was primarily due to an increase in realized performance fees generated from Fund IX and Freedom Parent Holdings, partially offset by a decrease in realized performance fees earned from EPF III.
Principal investing compensation of $253 million in 2024 increased $134 million, as compared to $119 million in 2023. The increase in 2024 was primarily due to an increase in profit sharing expense corresponding to the increase in realized performance fees. 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 increase in 2024 was also due to an increase 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. 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.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
In this section, references to 2024 refer to the nine months ended September 30, 2024 and references to 2023 refer to the nine months ended September 30, 2023.
PII was $132 million in 2024, an increase of $100 million, as compared to $32 million in 2023. This increase was primarily attributable to an increase in realized performance fees of $127 million in 2024, partially offset by an increase in principal investing compensation expense of $30 million.
The increase in realized performance fees of $127 million in 2024 was primarily driven by an increase in realized performance fees generated from Fund IX and Freedom Parent Holdings, partially offset by a decrease in realized performance fees earned from Fund VIII and Hybrid Value Fund.
Principal investing compensation of $464 million in 2024 increased $30 million, as compared to $434 million in 2023. The increase in 2024 was primarily due to an increase in profit sharing expense corresponding to the increase in realized performance fees, partially offset by a decrease in profit sharing expense attributable to the Company’s incentive pool and a clawback related to previously recorded profit sharing expense.
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 September 30, 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 September 30, 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 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Credit: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accord VI1 | 2024 | $ | 1,868 | $ | 1,701 | $ | 261 | $ | 72 | $ | 243 | $ | 238 | $ | 310 | 35 | % | 20 | % | ||||||||||||||||||||||||||||||||||||||||
| Accord I, II, III, III B, IV & V1 | Various | 375 | 7,992 | 6,795 | 7,251 | — | — | 7,251 | 18 | 13 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accord+ II5 | N/A | 2,564 | 2,556 | 494 | — | 498 | 510 | 510 | NM4 | NM4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accord+ | 2021 | 3,315 | 2,370 | 6,389 | 4,722 | 2,209 | 2,368 | 7,090 | 16 | 13 | |||||||||||||||||||||||||||||||||||||||||||||||||
| ADIP II | 2024 | 6,598 | 6,016 | 2,473 | — | 2,473 | 2,719 | 2,719 | NM4 | NM4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| ADIP I | 2020 | 5,058 | 3,254 | 2,620 | 1,252 | 2,597 | 3,311 | 4,563 | 24 | 20 | |||||||||||||||||||||||||||||||||||||||||||||||||
| EPF IV | 2023 | 3,169 | 3,064 | 954 | 285 | 715 | 910 | 1,195 | 19 | 11 | |||||||||||||||||||||||||||||||||||||||||||||||||
| EPF III | 2017 | 3,068 | 4,500 | 5,005 | 4,212 | 1,980 | 2,052 | 6,264 | 10 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total Credit | $ | 26,015 | $ | 31,453 | $ | 24,991 | $ | 17,794 | $ | 10,715 | $ | 12,108 | $ | 29,902 | |||||||||||||||||||||||||||||||||||||||||||||
| Equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund X | 2023 | $ | 20,005 | $ | 19,877 | $ | 5,133 | $ | 1,222 | $ | 4,650 | $ | 5,365 | $ | 6,587 | 43 | % | 15 | % | ||||||||||||||||||||||||||||||||||||||||
| Fund IX | 2018 | 31,932 | 24,729 | 21,462 | 13,834 | 15,239 | 24,827 | 38,661 | 28 | 19 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VIII | 2013 | 7,762 | 18,377 | 16,541 | 23,022 | 4,710 | 4,572 | 27,594 | 13 | 9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VII | 2008 | — | 14,677 | 16,461 | 34,294 | — | — | 34,294 | 33 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fund VI | 2006 | 367 | 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 & MIA2 | Various | 9 | 7,320 | 8,753 | 17,400 | — | — | 17,400 | 39 | 26 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Traditional Private Equity Funds3 | $ | 60,075 | $ | 98,858 | $ | 85,999 | $ | 123,632 | $ | 25,004 | $ | 34,764 | $ | 158,396 | 39 | 24 | |||||||||||||||||||||||||||||||||||||||||||
| AIOF III5 | N/A | 1,301 | 1,304 | 164 | — | 164 | 180 | 180 | NM4 | NM4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| AIOF II | 2021 | 2,717 | 2,542 | 1,943 | 736 | 1,421 | 1,756 | 2,492 | 16 | 10 | |||||||||||||||||||||||||||||||||||||||||||||||||
| AIOF I | 2018 | 385 | 897 | 803 | 1,066 | 171 | 210 | 1,276 | 22 | 17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| HVF II | 2022 | 5,089 | 4,592 | 3,303 | 203 | 3,245 | 3,857 | 4,060 | 13 | 10 | |||||||||||||||||||||||||||||||||||||||||||||||||
| HVF I | 2019 | 3,247 | 3,238 | 3,698 | 4,214 | 1,038 | 1,472 | 5,686 | 22 | 17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total Equity | $ | 72,814 | $ | 111,431 | $ | 95,910 | $ | 129,851 | $ | 31,043 | $ | 42,239 | $ | 172,090 | |||||||||||||||||||||||||||||||||||||||||||||
| 1 Accord funds have investment periods shorter than 24 months, therefore Gross and Net IRR are presented after 12 months of investing. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 Total IRR is calculated based on total cash flows for all funds presented. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 Vintage Year is not yet applicable as the fund has not had its final closing. |
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 September 30, 2024.
| (In millions, except percentages) | Total Invested Capital | Total Value | Gross IRR | ||||||||||||||
| Distressed for Control | $ | 8,532 | $ | 19,670 | 29 | % | |||||||||||
| Non-Control Distressed | 6,306 | 12,340 | 71 | ||||||||||||||
| Total | 14,838 | 32,010 | 49 | ||||||||||||||
| Corporate Carve-outs, Opportunistic Buyouts and Other Credit1 | 71,161 | 126,386 | 21 | ||||||||||||||
| Total | $ | 85,999 | $ | 158,396 | 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 X, Fund IX and Fund VIII private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV, V, VI and VII 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 September 30, 2024 and such information was deemed not meaningful. All amounts are as of September 30, 2024.
Fund X
| (In millions) | Total Invested Capital | Total Value | |||||||||
| Opportunistic Buyouts | $ | 4,848 | $ | 5,544 | |||||||
| Distressed1 | 285 | 1,043 | |||||||||
| Total | $ | 5,133 | $ | 6,587 |
Fund IX
| (In millions) | Total Invested Capital | Total Value | |||||||||
| Corporate Carve-outs | $ | 5,538 | $ | 11,601 | |||||||
| Opportunistic Buyouts | 14,665 | 23,364 | |||||||||
| Distressed1 | 1,259 | 3,696 | |||||||||
| Total | $ | 21,462 | $ | 38,661 |
Fund VIII
| (In millions) | Total Invested Capital | Total Value | |||||||||
| Corporate Carve-outs | $ | 2,704 | $ | 7,072 | |||||||
| Opportunistic Buyouts | 13,270 | 19,768 | |||||||||
| Distressed1 | 567 | 754 | |||||||||
| Total | $ | 16,541 | $ | 27,594 | |||||||
| 1 The 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 September 30, 2024 | For the Three Months Ended September 30, 2023 | For the Nine Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| MidCap Financial3 | N/A | $ | 12,474 | 5 | % | 5 | % | 13 | % | 16 | % | ||||||||||||||||||||||||||||||||||||
| MFIC4 | 2004 | 3,015 | (5) | % | 12 | % | 10 | % | 32 | % | |||||||||||||||||||||||||||||||||||||
| ADS5 | N/A | 12,414 | 3 | % | 4 | % | 9 | % | 13 | % | |||||||||||||||||||||||||||||||||||||
| ARI | 2009 | 9,293 | 2 | % | (7) | % | (9) | % | 4 | % | |||||||||||||||||||||||||||||||||||||
| ADREF6 | N/A | 6,044 | 7 | % | (3) | % | 5 | % | (6) | % | |||||||||||||||||||||||||||||||||||||
| ADCF6 | N/A | 1,319 | 5 | % | 3 | % | 10 | % | 11 | % | |||||||||||||||||||||||||||||||||||||
| ARIS6 | N/A | 1,153 | 2 | % | N/A | 4 | % | N/A | |||||||||||||||||||||||||||||||||||||||
| Other7 | N/A | 10,551 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | 56,263 | |||||||||||||||||||||||||||||||||||||||||||||
| 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 4% and 4% for the three months ended September 30, 2024 and 2023, respectively. The net returns based on NAV were 10% and 19% for the nine months ended September 30, 2024 and 2023, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
| 4 AUM is presented on a three-month lag, as of June 30, 2024, 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 June 30, 2024. The returns presented are net returns based on NAV. | |||||||||||||||||||||||||||||||||||||||||||||||
| 6 ADREF, ADCF and ARIS are not publicly traded vehicles and therefore IPO years are not applicable. The returns presented are for its 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 June 30, 2024. Returns and IPO year are not provided for this AUM. Other also includes AUM of $6.9 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 September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| (In millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||
| GAAP Net Income (Loss) Attributable to Apollo Global Management, Inc. | $ | 787 | $ | 660 | $ | 3,018 | $ | 2,269 | |||||||||||||||||||||
| Preferred dividends | 24 | 22 | 73 | 22 | |||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | 958 | (42) | 1,620 | 637 | |||||||||||||||||||||||||
| GAAP Net Income (Loss) | $ | 1,769 | $ | 640 | $ | 4,711 | $ | 2,928 | |||||||||||||||||||||
| Income tax provision (benefit) | 317 | 243 | 1,000 | 697 | |||||||||||||||||||||||||
| GAAP Income (Loss) Before Income Tax Provision (Benefit) | $ | 2,086 | $ | 883 | $ | 5,711 | $ | 3,625 | |||||||||||||||||||||
| Asset Management Adjustments: | |||||||||||||||||||||||||||||
| Equity-based profit sharing expense and other1 | 41 | 62 | 180 | 186 | |||||||||||||||||||||||||
| Equity-based compensation | 72 | 57 | 230 | 167 | |||||||||||||||||||||||||
| Transaction-related charges2 | 79 | 25 | 156 | 18 | |||||||||||||||||||||||||
| Merger-related transaction and integration costs3 | 9 | 5 | 24 | 17 | |||||||||||||||||||||||||
| (Gains) losses from change in tax receivable agreement liability | (35) | — | (34) | — | |||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated entities | (975) | 28 | (1,675) | (687) | |||||||||||||||||||||||||
| Unrealized performance fees | 141 | (91) | (213) | (244) | |||||||||||||||||||||||||
| Unrealized profit sharing expense | (65) | 55 | 129 | 191 | |||||||||||||||||||||||||
| HoldCo interest and other financing costs4 | 21 | 36 | 51 | 77 | |||||||||||||||||||||||||
| Unrealized principal investment income (loss) | (4) | (27) | (14) | (66) | |||||||||||||||||||||||||
| Unrealized net (gains) losses from investment activities and other5 | (6) | 30 | 23 | 50 | |||||||||||||||||||||||||
| Retirement Services Adjustments: | |||||||||||||||||||||||||||||
| Investment (gains) losses, net of offsets | (628) | 663 | (482) | 829 | |||||||||||||||||||||||||
| Non-operating change in insurance liabilities and related derivatives6 | 513 | (431) | (363) | (600) | |||||||||||||||||||||||||
| Integration, restructuring and other non-operating expenses | 204 | 41 | 265 | 98 | |||||||||||||||||||||||||
| Equity-based compensation expense | 12 | 13 | 36 | 42 | |||||||||||||||||||||||||
| Segment Income | 1,465 | 1,349 | 4,024 | 3,703 | |||||||||||||||||||||||||
| HoldCo interest and other financing costs4 | (21) | (36) | (51) | (77) | |||||||||||||||||||||||||
| Taxes and related payables | (312) | (268) | (768) | (726) | |||||||||||||||||||||||||
| Adjusted Net Income | $ | 1,132 | $ | 1,045 | $ | 3,205 | $ | 2,900 | |||||||||||||||||||||
| 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 Nine months ended September 30, 2024 includes an accrual related to an estimated liability associated with a regulatory matter. | |||||||||||||||||||||||||||||
| 6 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:
| September 30, 2024 | December 31, 2023 | ||||||||||
| Total GAAP Common Stock Outstanding | 565,816,456 | 567,762,932 | |||||||||
| Non-GAAP Adjustments: | |||||||||||
| Mandatory Convertible Preferred Stock1 | 14,531,793 | 15,564,983 | |||||||||
| Vested RSUs | 18,201,439 | 22,072,379 | |||||||||
| Unvested RSUs Eligible for Dividend Equivalents | 14,274,139 | 12,603,041 | |||||||||
| Adjusted Net Income Shares Outstanding | 612,823,827 | 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) | September 30, 2024 | December 31, 2023 | |||||||||
| Total investments, including related parties | $ | 285,767 | $ | 238,941 | |||||||
| Derivative assets | (7,529) | (5,298) | |||||||||
| Cash and cash equivalents (including restricted cash) | 14,551 | 14,781 | |||||||||
| Accrued investment income | 2,695 | 1,933 | |||||||||
| Net receivable (payable) for collateral on derivatives | (4,194) | (2,835) | |||||||||
| Reinsurance impacts | (4,284) | (572) | |||||||||
| VIE assets, liabilities and non-controlling interests | 16,032 | 14,818 | |||||||||
| Unrealized (gains) losses | 11,674 | 16,445 | |||||||||
| Ceded policy loans | (167) | (174) | |||||||||
| Net investment receivables (payables) | (291) | 11 | |||||||||
| Allowance for credit losses | 689 | 608 | |||||||||
| Other investments | (11) | (41) | |||||||||
| Total adjustments to arrive at gross invested assets | 29,165 | 39,676 | |||||||||
| Gross invested assets | 314,932 | 278,617 | |||||||||
| ACRA non-controlling interests | (72,269) | (61,190) | |||||||||
| Net invested assets | $ | 242,663 | $ | 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 September 30, 2024, the Company had $16.3 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;
-
pay the Company’s operating expenses, including, compensation, general, administrative, and other expenses;
-
make payments to policyholders for surrenders, withdrawals and payout benefits;
-
make interest and principal payments on funding agreements;
-
make payments to satisfy pension group annuity obligations and policy acquisition costs;
-
make interest and principal payments on the Company’s debt;
-
pay taxes and tax related payments;
-
pay cash dividends;
-
make payments related to the AOG Unit Payment;
-
repurchase common stock; and
-
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:
-
supporting the future growth of our businesses;
-
creating new or enhancing existing products and investment platforms;
-
making payments to policyholders;
-
pursuing new strategic corporate investment opportunities;
-
paying interest and principal on the Company’s financing arrangements;
-
repurchasing common stock;
-
making payments under the tax receivable agreement; and
-
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:
| Nine months ended September 30, | |||||||||||||||||
| (In millions) | 2024 | 2023 | |||||||||||||||
| Operating Activities | $ | 3,257 | $ | 4,258 | |||||||||||||
| Investing Activities | (45,551) | (27,719) | |||||||||||||||
| Financing Activities | 42,227 | 26,758 | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 3 | 2 | |||||||||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities | $ | (64) | $ | 3,299 |
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.
| Nine months ended September 30, | |||||||||||||||||
| (In millions) | 2024 | 2023 | |||||||||||||||
| Net cash provided by the Company's operating activities | $ | 3,122 | $ | 5,080 | |||||||||||||
| Net cash provided by (used in) the Consolidated Funds and VIEs operating activities | 135 | (822) | |||||||||||||||
| Net cash provided by operating activities | 3,257 | 4,258 | |||||||||||||||
| Net cash used in the Company's investing activities | (44,049) | (26,294) | |||||||||||||||
| Net cash used in the Consolidated Funds and VIEs investing activities | (1,502) | (1,425) | |||||||||||||||
| Net cash used in investing activities | (45,551) | (27,719) | |||||||||||||||
| Net cash provided by the Company's financing activities | 40,583 | 25,963 | |||||||||||||||
| Net cash provided by the Consolidated Funds and VIEs financing activities | 1,644 | 795 | |||||||||||||||
| Net cash provided by financing activities | $ | 42,227 | $ | 26,758 |
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.
-
During the nine months ended September 30, 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 interest on funding agreements, policy acquisition costs and other operating expenses. Net cash provided by operating activities includes net cash provided by our consolidated funds and VIEs, which primarily includes proceeds from the sale of VIE investments, partially offset by net payments for purchases of VIE investments.
-
During the nine months ended September 30, 2023, cash provided by operating activities reflects cash inflows of management fees, advisory and transaction fees, realized performance revenues, realized principal investment income, cash received from pension group annuity premiums, net of outflows, and net investment income, partially offset by 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 proceeds from the sale of VIEs’ investments, 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.
-
During the nine months ended September 30, 2024, cash used in investing activities primarily reflects the purchase of investments, mainly 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 nine months ended September 30, 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 sales, maturities and repayments 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 for derivative transactions posted by counterparties, (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 for derivative transactions posted by counterparties and (h) capital distributions.
*•*During the nine months ended September 30, 2024, cash provided by financing activities primarily reflects cash received from strong organic retail and funding agreement inflows, net of cash outflows, net capital contributions from non-controlling interests, a favorable change in cash collateral posted by counterparties for derivative transactions related to the favorable equity market performance in 2024 and issuances of debt by our subsidiary, partially offset by the repayment of debt and repurchase obligations as well as payment of common and preferred stock dividends. Cash provided by financing activities of our consolidated funds and VIEs primarily includes proceeds from the issuance of debt and contributions from non-controlling interests, partially offset by repayment of debt and distributions to non-controlling interests.
- During the nine months ended September 30, 2023, cash provided by financing activities primarily reflects cash received from the strong organic inflows from retail, flow reinsurance and funding agreements, net of outflows, net capital contributions from non-controlling interests, a favorable change in cash collateral posted for derivative transactions related to the favorable equity market performance in 2023, and issuances of the 2053 Subordinated Notes and Mandatory Convertible Preferred Stock, partially offset by the redemption of the AAM Series A Preferred Stock and the AAM Series B Preferred Stock, the payment of stock dividends, and distribution to redeemable non-controlling interest. 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 November 5, 2024, AGM declared a cash dividend of $0.4625 per share of its common stock, which will be paid on November 29, 2024 to holders of record at the close of business on November 18, 2024.
On November 5, 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 January 31, 2025 to holders of record at the close of business on January 15, 2025.
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 September 30, 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 September 30, 2024, the asset management business had $2.7 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 long-term debt of $4.1 billion at September 30, 2024, which includes notes with maturities in 2026, 2029, 2030, 2033, 2048, 2050, 2053 and 2054. Additionally, during the fourth quarter of 2024, AGM issued $500 million of 6.000% Fixed-Rate Reset Junior Subordinated Notes due December 15, 2054. 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 September 30, 2024, the outstanding AOG Unit Payment amount was $44 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 September 30, 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 September 30, 2024, the remaining investments and escrow cash of Fund VIII was valued at 90% 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 credit facility has a commitment termination date of June 30, 2028, subject to up to two one-year extensions, and was undrawn as of September 30, 2024. Athene entered into a new AHL liquidity facility on June 28, 2024, which replaced its previous agreement dated as of June 30, 2023. 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. The AHL liquidity facility has a commitment termination date of June 27, 2025, subject to additional 364-day extensions, and was undrawn as of September 30, 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 and outstanding debt, 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 September 30, 2024 and December 31, 2023, approximately 81% and 79%, respectively, of Athene’s deferred annuity liabilities were subject to penalty upon surrender. In addition, as of September 30, 2024 and December 31, 2023, approximately 66% and 64%, respectively, 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 September 30, 2024, approximately 32% 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 54% 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 September 30, 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 September 30, 2024 and December 31, 2023, Athene had funding agreements outstanding with the FHLB in the aggregate principal amount of $13.0 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 September 30, 2024, Athene’s total maximum borrowing capacity under the FHLB facilities was limited to $53.1 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 September 30, 2024, Athene had the ability to draw up to an estimated $16.2 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 September 30, 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 September 30, 2024, payables for repurchase agreements, based on original issuance, were comprised of no short-term and $2.7 billion long-term repurchase agreements. As of December 31, 2023, payables for repurchase agreements, based on original issuance, were comprised of $686 million short-term and $3.2 billion 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 $10.2 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 September 30, 2024, which includes notes with maturities in 2028, 2030, 2031, 2033, 2034, 2051, 2052, 2054 and 2064. Additionally, during the fourth quarter of 2024, Athene issued $600 million of 6.625% Fixed-Rate Reset Junior Subordinated Debentures due October 15, 2054. 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 October 1, 2024, ACRA 2 repurchased a portion of its shares held by ALRe, which increased ADIP II’s ownership of economic interests in ACRA 2 to 63%, with ALRe owning the remaining 37%. ALRe holds all of ACRA 2’s voting 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 September 30, 2024:
| (In millions) | 2024 | 2025 - 2026 | 2027 - 2028 | 2029 and Thereafter | Total | ||||||||||||||||||||||||
| Asset Management | |||||||||||||||||||||||||||||
| Operating lease obligations1 | $ | 18 | $ | 165 | $ | 160 | $ | 509 | $ | 852 | |||||||||||||||||||
| Other long-term obligations2 | 16 | 21 | — | — | 37 | ||||||||||||||||||||||||
| AMH credit facility3 | — | 2 | 1 | — | 3 | ||||||||||||||||||||||||
| Debt obligations3 | 55 | 925 | 394 | 6,639 | 8,013 | ||||||||||||||||||||||||
| AOG Unit payment 4 | 44 | — | — | — | 44 | ||||||||||||||||||||||||
| 133 | 1,113 | 555 | 7,148 | 8,949 | |||||||||||||||||||||||||
| Retirement Services | |||||||||||||||||||||||||||||
| Interest sensitive contract liabilities | 3,535 | 45,833 | 71,780 | 124,288 | 245,436 | ||||||||||||||||||||||||
| Future policy benefits | 802 | 6,008 | 5,665 | 40,487 | 52,962 | ||||||||||||||||||||||||
| Market risk benefits | — | — | — | 6,234 | 6,234 | ||||||||||||||||||||||||
| Other policy claims and benefits | 107 | — | — | — | 107 | ||||||||||||||||||||||||
| Dividends payable to policyholders | 2 | 16 | 14 | 60 | 92 | ||||||||||||||||||||||||
| Debt3 | 77 | 585 | 1,565 | 8,891 | 11,118 | ||||||||||||||||||||||||
| Securities to repurchase5 | 36 | 1,618 | 1,300 | — | 2,954 | ||||||||||||||||||||||||
| 4,559 | 54,060 | 80,324 | 179,960 | 318,903 | |||||||||||||||||||||||||
| Obligations | $ | 4,692 | $ | 55,173 | $ | 80,879 | $ | 187,108 | $ | 327,852 | |||||||||||||||||||
| 1 Operating lease obligations excludes $155 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 September 30, 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 earn total fees of $0.4 billion under the terms of the investment management agreement with CS, including management fees 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 and the 2054 Senior Notes issued by AGM are both 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 and the 2054 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, the 2054 Senior Notes and the 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) | September 30, 2024 | December 31, 2023 | |||||||||
| Summarized Statements of Financial Condition | |||||||||||
| Current assets, less receivables from non-guarantor subsidiaries | $ | 2,670 | $ | 2,747 | |||||||
| Non-current assets | 8,777 | 7,165 | |||||||||
| Due from related parties, excluding non-guarantor subsidiaries | 709 | 357 | |||||||||
| Current liabilities, less payables to non-guarantor subsidiaries | 895 | 997 | |||||||||
| Non-current liabilities | 7,045 | 6,107 | |||||||||
| Due to related parties, excluding non-guarantor subsidiaries | 246 | 222 | |||||||||
| Non-controlling interests | 9 | 12 |
| Nine months ended September 30, | |||||||||||
| (In millions) | 2024 | ||||||||||
| Summarized Statements of Operations | |||||||||||
| Revenues | $ | 3,004 | |||||||||
| Net income (loss) | 183 | ||||||||||
| Net income (loss) attributable to obligor group | 106 |
The following are transactions of the obligor group with non-guarantor subsidiaries.
| Nine months ended September 30, | |||||||||||
| (In millions) | 2024 | ||||||||||
| Due from non-guarantor subsidiaries | $ | 140 | |||||||||
| Due to non-guarantor subsidiaries | 440 | ||||||||||
| Intercompany revenue | 909 | ||||||||||
Previous: Item 1A. UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION · Next: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK