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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

Form 10-Q  

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File Number: 001-41197

APOLLO GLOBAL MANAGEMENT, INC.

(Exact name of registrant as specified in its charter) 

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

9 West 57th Street, 42nd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

(212) 515-3200

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

APO

New York Stock Exchange

6.75% Series A Mandatory Convertible Preferred Stock

APO.PRA

New York Stock Exchange

7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053

APOS

New York Stock Exchange

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

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

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

Large accelerated filer x

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of August 5, 2024, there were 569,534,271 shares of the registrant’s common stock outstanding.

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Table of Contents

			TABLE OF CONTENTS
PART I			FINANCIAL INFORMATION
ITEM 1.			Financial Statements			11
ITEM 1A.			Unaudited Supplemental Presentation of Statements of Financial Condition			95
ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			99
ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk			151
ITEM 4.			Controls and Procedures			152
PART II			OTHER INFORMATION
ITEM 1.			Legal Proceedings			154
ITEM 1A.			Risk Factors			154
ITEM 2.			Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			157
ITEM 3.			Defaults upon Senior Securities			157
ITEM 4.			Mine Safety Disclosures			157
ITEM 5.			Other Information			158
ITEM 6.			Exhibits			158
Signatures

2

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Forward-Looking Statements

This report may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to inflation, interest rate fluctuations and market conditions generally, the impact of energy market dislocation, our ability to manage our growth, our ability to operate in highly competitive environments, the performance of the funds we manage, our ability to raise new funds, the variability of our revenues, earnings and cash flow, the accuracy of management’s assumptions and estimates, our dependence on certain key personnel, our use of leverage to finance our businesses and investments by the funds we manage, Athene’s ability to maintain or improve financial strength ratings, the impact of Athene’s reinsurers failing to meet their assumed obligations, Athene’s ability to manage its business in a highly regulated industry, changes in our regulatory environment and tax status, and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this quarterly report and the Company’s annual report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on February 27, 2024 (the “2023 Annual Report”), as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other filings with the SEC. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Terms Used in This Report

In this report, references to “Apollo,” “we,” “us,” “our,” and the “Company” refer to Apollo Global Management, Inc. (“AGM”) and its subsidiaries unless the context requires otherwise. References to “AGM common stock” or “common stock” of the Company refer to shares of common stock, par value $0.00001 per share, of AGM and “Mandatory Convertible Preferred Stock” refers to the 6.75% Series A Mandatory Convertible Preferred Stock of AGM.

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

Term or Acronym			Definition
AAA			Apollo Aligned Alternatives Aggregator, LP
AADE			Athene Annuity & Life Assurance Company
AAM			Apollo Asset Management, Inc. (f/k/a Apollo Global Management, Inc. prior to the Mergers.)
AARe			Athene Annuity Re Ltd., a Bermuda reinsurance subsidiary
ABS			Asset-backed securities
Accord+			Apollo Accord+ Fund, L.P., together with its parallel funds and alternative investment vehicles
Accord I			Apollo Accord Master Fund, L.P., together with its feeder funds
Accord II			Apollo Accord Master Fund II, L.P., together with its feeder funds
Accord III			Apollo Accord Master Fund III, L.P., together with its feeder funds
Accord III B			Apollo Accord Master Fund III B, L.P., together with its feeder funds
Accord IV			Apollo Accord Fund IV, L.P., together with its parallel funds and alternative investment vehicles
Accord V			Apollo Accord Fund V, L.P., together with its parallel funds and alternative investment vehicles
Accord VI			Apollo Accord Fund VI, L.P., together with its parallel funds and alternative investment vehicles
ACRA			ACRA 1 and ACRA 2

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

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Assets Under Management, or AUM			The assets of the funds, partnerships and accounts to which Apollo provides investment management, advisory, or certain other investment-related services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of: 1. the NAV, plus used or available leverage and/or capital commitments, or gross assets plus capital commitments, of the yield and certain hybrid funds, partnerships and accounts for which we provide investment management or advisory services, other than certain CLOs, CDOs, and certain perpetual capital vehicles, which have a fee-generating basis other than the mark-to-market value of the underlying assets; for certain perpetual capital vehicles in yield, gross asset value plus available financing capacity; 2. the fair value of the investments of the equity and certain hybrid funds, partnerships and accounts Apollo manages or advises, plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments, plus portfolio level financings; 3. the gross asset value associated with the reinsurance investments of the portfolio company assets Apollo manages or advises; and 4. the fair value of any other assets that Apollo manages or advises for the funds, partnerships and accounts to which Apollo provides investment management, advisory, or certain other investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above. Apollo’s AUM measure includes Assets Under Management for which Apollo charges either nominal or zero fees. Apollo’s AUM measure also includes assets for which Apollo does not have investment discretion, including certain assets for which Apollo earns only investment-related service fees, rather than management or advisory fees. Apollo’s definition of AUM is not based on any definition of Assets Under Management contained in its governing documents or in any management agreements of the funds Apollo manages. Apollo considers multiple factors for determining what should be included in its definition of AUM. Such factors include but are not limited to (1) Apollo’s ability to influence the investment decisions for existing and available assets; (2) Apollo’s ability to generate income from the underlying assets in the funds it manages; and (3) the AUM measures that Apollo uses internally or believes are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, Apollo’s calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers. Apollo’s calculation also differs from the manner in which its affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF in various ways. Apollo uses AUM, Gross capital deployment and Dry powder as performance measurements of its investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs.
Athene			Athene Holding Ltd. (“Athene Holding” or “AHL”, together with its subsidiaries, “Athene”), a leading financial services company specializing in retirement services that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs, and to which Apollo, through its consolidated subsidiary ISG, provides asset management and advisory services.
Athora			Athora Holding, Ltd. (“Athora Holding”, together with its subsidiaries, “Athora”), a strategic liabilities platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). Apollo, through ISGI, provides investment advisory services to Athora. Athora Non-Sub-Advised Assets includes the Athora assets which are managed by Apollo but not sub-advised by Apollo nor invested in Apollo funds or investment vehicles. Athora Sub-Advised includes assets which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages.
Atlas			An equity investment of AAA and refers to certain subsidiaries of Atlas Securitized Products Holdings LP
AUM with Future Management Fee Potential			The committed uninvested capital portion of total AUM not currently earning management fees. The amount depends on the specific terms and conditions of each fund.
AUSA			Athene USA Corporation
Bermuda RBC			The risk-based capital ratio of Athene’s non-U.S. reinsurance subsidiaries by applying NAIC risk-based capital factors to the statutory financial statements on an aggregate basis. Adjustments are made to (1) exclude U.S. subsidiaries which are included within Athene’s U.S. RBC Ratio and (2) limit RBC concentration charges such that when they are applied to determine target capital, the charges do not exceed 100% of the asset’s carrying value.
BMA			Bermuda Monetary Authority
Capital solutions fees and other, net			Primarily includes transaction fees earned by our capital solutions business which we refer to as Apollo Capital Solutions (“ACS”) related to underwriting, structuring, arrangement and placement of debt and equity securities, and syndication for funds managed by Apollo, portfolio companies of funds managed by Apollo, and third parties. Capital solutions fees and other, net also includes advisory fees for the ongoing monitoring of portfolio operations and directors’ fees. These fees also include certain offsetting amounts, including reductions in management fees related to a percentage of these fees recognized (“management fee offset”) and other additional revenue sharing arrangements.
CDO			Collateralized debt obligation
Class A shares			Class A common stock, $0.00001 par value per share, of AAM prior to the Mergers.

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CLO			Collateralized loan obligation
CMBS			Commercial mortgage-backed securities
CML			Commercial mortgage loan
Contributing Partners			Partners and their related parties (other than Messrs. Leon Black, Joshua Harris and Marc Rowan, our co-founders) who indirectly beneficially owned AOG units.
Consolidated RBC			The consolidated risk-based capital ratio of Athene’s non-U.S. reinsurance and U.S. insurance subsidiaries calculated by applying NAIC risk-based capital factors to the statutory financial statements on an aggregate basis, including interests in other non-insurance subsidiary holding companies; with an adjustment in Bermuda and non-insurance holding companies to limit RBC concentration charges such that when they are applied to determine target capital, the charges do not exceed 100% of the asset’s carrying value.
Cost of funds			Cost of funds includes liability costs related to cost of crediting on both deferred annuities, including, with respect to Athene's fixed indexed annuities, option costs, and institutional costs related to institutional products, as well as other liability costs, but does not include the proportionate share of the ACRA cost of funds associated with the non-controlling interests. Other liability costs include DAC, DSI and VOBA amortization, certain market risk benefit costs, the cost of liabilities on products other than deferred annuities and institutional products, premiums and certain product charges and other revenues. Athene includes the costs related to business added through assumed reinsurance transactions but excludes the costs on business related to ceded reinsurance transactions. Cost of funds is computed as the total liability costs divided by the average net invested assets for the relevant period, presented on an annualized basis for interim periods.
Credit Strategies			Apollo Credit Strategies Master Fund Ltd., together with its feeder funds
CS			Credit Suisse AG
DAC			Deferred acquisition costs
Deferred annuities			Fixed indexed annuities, annual reset annuities, multi-year guaranteed annuities and registered index-linked annuities
Dry Powder			The amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. Dry powder excludes uncalled commitments which can only be called for fund fees and expenses and commitments from perpetual capital vehicles.
DSI			Deferred sales inducement
EPF Funds			Apollo European Principal Finance Fund, L.P., Apollo European Principal Finance Fund II (Dollar A), L.P., EPF III, and EPF IV, together with their parallel funds and alternative investment vehicles
EPF III			Apollo European Principal Finance Fund III (Dollar A), L.P., together with its parallel funds and alternative investment vehicles
EPF IV			Apollo European Principal Finance Fund IV (Dollar A), L.P., together with its parallel funds and alternative investment vehicles
Equity Plan			Refers collectively to the Company’s 2019 Omnibus Equity Incentive Plan and the Company’s 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles.
FABN			Funding agreement backed notes
FASB			Financial Accounting Standards Board
FCI Funds			Financial Credit Investment I, L.P., Financial Credit Investment II, L.P., together with its feeder funds, Financial Credit Investment Fund III L.P., Financial Credit Investment IV, L.P., together with its feeder funds, and Apollo/Athene Dedicated Investment Program (A), L.P., together with its parallel funds, a series of funds managed by Apollo including third-party capital that, through ACRA, invests alongside Athene in certain investments
Fee-Generating AUM			Fee-Generating AUM consists of assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services and on which we earn management fees, monitoring fees or other investment-related fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in Fee-Generating AUM.
Fee Related Earnings, or FRE			Component of Segment Income that is used to assess the performance of the Asset Management segment. FRE is the sum of (i) management fees, (ii) capital solutions and other related fees, (iii) fee-related performance fees from indefinite term vehicles, that are measured and received on a recurring basis and not dependent on realization events of the underlying investments, excluding performance fees from Athene and performance fees from origination platforms dependent on capital appreciation, and (iv) other income, net, less (a) fee-related compensation, excluding equity-based compensation, (b) non-compensation expenses incurred in the normal course of business, (c) placement fees and (d) non-controlling interests in the management companies of certain funds the Company manages.

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FRE Margin			Calculated as Fee Related Earnings divided by fee-related revenues (which includes management fees, capital solutions fees and other, net, and fee-related performance fees).
FIA			Fixed indexed annuity, which is an insurance contract that earns interest at a crediting rate based on a specified index on a tax-deferred basis
Fixed annuities			FIAs together with fixed rate annuities
Former Managing Partners			Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or AP Professional Holdings, L.P. includes certain related parties of such individuals
Gross capital deployment			The gross capital that has been invested by the funds and accounts we manage during the relevant period, but excludes certain investment activities primarily related to hedging and cash management functions at the firm. Gross capital deployment is not reduced or netted down by sales or refinancings, and takes into account leverage used by the funds and accounts we manage in gaining exposure to the various investments that they have made.
GLWB			Guaranteed lifetime withdrawal benefit
GMDB			Guaranteed minimum death benefit
Gross IRR of accord series and the European principal finance funds			The annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, performance fees allocated to the general partner and certain other expenses. Calculations may include certain investors that do not pay fees. The terminal value is the net asset value as of the reporting date. Non-U.S. dollar denominated (“USD”) fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor.
Gross IRR of a traditional private equity or hybrid value fund			The cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on June 30, 2024 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, performance fees and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor.
Gross IRR of infrastructure funds			The cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on June 30, 2024 or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor.
Gross Return or Gross ROE of a total return yield fund or the hybrid credit hedge fund			The monthly or quarterly time-weighted return that is equal to the percentage change in the value of a fund’s portfolio, adjusted for all contributions and withdrawals (cash flows) before the effects of management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns for these categories are calculated for all funds and accounts in the respective strategies. Returns over multiple periods are calculated by geometrically linking each period’s return over time. Gross return and gross ROE do not represent the return to any fund investor.
HoldCo			Apollo Global Management, Inc. (f/k/a Tango Holdings, Inc.)
HVF I			Apollo Hybrid Value Fund, L.P., together with its parallel funds and alternative investment vehicles
HVF II			Apollo Hybrid Value Fund II, L.P., together with its parallel funds and alternative investment vehicles
Inflows			(i) At the individual strategy level, subscriptions, commitments, and other increases in available capital, such as acquisitions or leverage, net of inter-strategy transfers, and (ii) on an aggregate basis, the sum of inflows across the yield, hybrid and equity investing strategies.
IPO			Initial Public Offering
ISG			Apollo Insurance Solutions Group LP
ISGI			Refers collectively to Apollo Asset Management Europe LLP, a subsidiary of AAM (“AAME”) and Apollo Asset Management PC LLP, a wholly-owned subsidiary of AAME (“AAME PC”)
Management Fee Offset			Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs.
Market risk benefits			Guaranteed lifetime withdrawal benefits and guaranteed minimum death benefits
Mergers			Completion of the previously announced merger transactions pursuant to the Merger Agreement

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Merger Agreement			The Agreement and Plan of Merger dated as of March 8, 2021 by and among AAM, AGM, AHL, Blue Merger Sub, Ltd., a Bermuda exempted company, and Green Merger Sub, Inc., a Delaware corporation.
Merger Date			January 1, 2022
MFIC			MidCap Financial Investment Corporation (f/k/a Apollo Investment Corporation or “AINV”)
MidCap Financial			MidCap FinCo Designated Activity Company
Modco			Modified coinsurance
NAIC			National Association of Insurance Commissioners
NAV			Net Asset Value
Net invested assets			Represent the investments that directly back Athene's net reserve liabilities as well as surplus assets. Net invested assets include Athene’s (a) total investments on the condensed consolidated statements of financial condition, with available-for-sale securities, trading securities and mortgage loans at cost or amortized cost, excluding derivatives, (b) cash and cash equivalents and restricted cash, (c) investments in related parties, (d) accrued investment income, (e) VIE assets, liabilities and non-controlling interest adjustments, (f) net investment payables and receivables, (g) policy loans ceded (which offset the direct policy loans in total investments) and (h) an adjustment for the allowance for credit losses. Net invested assets exclude the derivative collateral offsetting the related cash positions. Athene includes the investments supporting assumed funds withheld and modco agreements and excludes the investments related to ceded reinsurance transactions in order to match the assets with the income received. Net invested assets include Athene’s economic ownership of ACRA investments but do not include the investments associated with the non-controlling interests.
Net investment earned rate			Computed as income from Athene’s net invested assets, excluding the proportionate share of the ACRA net investment income associated with the non-controlling interests, divided by the average net invested assets for the relevant period, presented on an annualized basis for interim periods.
Net investment spread			Net investment spread measures Athene’s investment performance plus its strategic capital management fees less its total cost of funds, presented on an annualized basis for interim periods.
Net IRR of accord series and the European principal finance funds			The annualized return of a fund after management fees, performance fees allocated to the general partner and certain other expenses, calculated on investors that pay such fees. The terminal value is the net asset value as of the reporting date. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor.
Net IRR of a traditional private equity or the hybrid value funds			The gross IRR applicable to a fund, including returns for related parties which may not pay fees or performance fees, net of management fees, certain expenses (including interest incurred or earned by the fund itself) and realized performance fees all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. The timing of cash flows applicable to investments, management fees and certain expenses, may be adjusted for the usage of a fund’s subscription facility. To the extent that a fund exceeds all requirements detailed within the applicable fund agreement, the estimated unrealized value is adjusted such that a percentage of up to 20.0% of the unrealized gain is allocated to the general partner of such fund, thereby reducing the balance attributable to fund investors. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor.
Net IRR of infrastructure funds			The cumulative cash flows in a fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of the reporting date or other date specified is paid to investors), excluding certain non-fee and non-performance fee bearing parties, and the return is annualized and compounded after management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns to investors of the fund as a whole. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor.
Net reserve liabilities			Represent Athene's policyholder liability obligations net of reinsurance and used to analyze the costs of its liabilities. Net reserve liabilities include Athene’s (a) interest sensitive contract liabilities, (b) future policy benefits, (c) net market risk benefits, (d) long-term repurchase obligations, (e) dividends payable to policyholders and (f) other policy claims and benefits, offset by reinsurance recoverable, excluding policy loans ceded. Net reserve liabilities include Athene’s economic ownership of ACRA reserve liabilities but do not include the reserve liabilities associated with the non-controlling interests. Net reserve liabilities are net of the ceded liabilities to third-party reinsurers as the costs of the liabilities are passed to such reinsurers and, therefore, Athene has no net economic exposure to such liabilities, assuming its reinsurance counterparties perform under the agreements. Net reserve liabilities include the underlying liabilities assumed through modco reinsurance agreements in order to match the liabilities with the expenses incurred.
Net Return or Net ROE of a total return yield fund or the hybrid credit hedge fund			The gross return after management fees, performance fees allocated to the general partner, or other fees and expenses. Returns over multiple periods are calculated by geometrically linking each period’s return over time. Net return and net ROE do not represent the return to any fund investor.

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

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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to Condensed Consolidated Financial Statements (unaudited)

			Condensed Consolidated Statement of Financial Condition (unaudited)						12
			Condensed Consolidated Statements of Operations (unaudited)						14
			Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)						15
			Condensed Consolidated Statements of Equity (unaudited)						16
			Condensed Consolidated Statements of Cash Flows (unaudited)						18
			Notes to Condensed Consolidated Financial Statements (unaudited)						20
						Note 1. Organization			20
						Note 2. Summary of Significant Accounting Policies			20
						Note 3. Investments			22
						Note 4. Derivatives			32
						Note 5. Variable Interest Entities			36
						Note 6. Fair Value			40
						Note 7. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired			62
						Note 8. Long-duration Contracts			63
						Note 9. Profit Sharing Payable			70
						Note 10. Income Taxes			70
						Note 11. Debt			72
						Note 12. Equity-Based Compensation			74
						Note 13. Equity			76
						Note 14. Earnings per Share			81
						Note 15. Related Parties			82
						Note 16. Commitments and Contingencies			86
						Note 17. Segments			91
						Note 18. Subsequent Events			94

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(In millions, except share data)			As of June 30, 2024						As of December 31, 2023
Assets
Asset Management
Cash and cash equivalents			$	2,854					$	2,748
Restricted cash and cash equivalents			2						2
Investments			5,697						5,502
Assets of consolidated variable interest entities
Cash and cash equivalents			473						62
Investments			1,708						1,640
Other assets			307						177
Due from related parties			479						449
Goodwill			264						264
Other assets			2,440						2,331
			14,224						13,175
Retirement Services
Cash and cash equivalents			13,004						13,020
Restricted cash and cash equivalents			1,093						1,761
Investments			237,318						213,099
Investments in related parties			27,726						25,842
Assets of consolidated variable interest entities
Cash and cash equivalents			557						98
Investments			22,093						20,232
Other assets			143						110
Reinsurance recoverable			6,188						4,154
Deferred acquisition costs, deferred sales inducements and value of business acquired			6,699						5,979
Goodwill			4,064						4,065
Other assets			13,395						11,953
			332,280						300,313
Total Assets			$	346,504					$	313,488
									(Continued)
See accompanying notes to the unaudited condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(In millions, except share data)			As of June 30, 2024						As of December 31, 2023
Liabilities, Redeemable non-controlling interests and Equity
Liabilities
Asset Management
Accounts payable, accrued expenses, and other liabilities			$	3,638					$	3,338
Due to related parties			754						870
Debt			4,082						3,883
Liabilities of consolidated variable interest entities
Other liabilities			1,728						1,145
			10,202						9,236
Retirement Services
Interest sensitive contract liabilities			228,389						204,670
Future policy benefits			50,799						53,287
Market risk benefits			3,727						3,751
Debt			5,733						4,209
Payables for collateral on derivatives and securities to repurchase			9,876						7,536
Other liabilities			7,847						4,456
Liabilities of consolidated variable interest entities
Other liabilities			1,517						1,098
			307,888						279,007
Total Liabilities			318,090						288,243
Commitments and Contingencies (note 16)
Redeemable non-controlling interests
Redeemable non-controlling interests			14						12
Equity
Mandatory Convertible Preferred Stock, 28,749,765 and 28,750,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			1,398						1,398
Common Stock, $0.00001 par value, 90,000,000,000 shares authorized, 569,535,344 and 567,762,932 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			—						—
Additional paid in capital			15,319						15,249
Retained earnings (accumulated deficit)			4,376						2,972
Accumulated other comprehensive income (loss)			(5,820)						(5,575)
Total Apollo Global Management, Inc. Stockholders’ Equity			15,273						14,044
Non-controlling interests			13,127						11,189
Total Equity			28,400						25,233
Total Liabilities, Redeemable non-controlling interests and Equity			$	346,504					$	313,488
									(Concluded)
See accompanying notes to the unaudited condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

			Three months ended June 30,												Six months ended June 30,
(In millions, except per share data)			2024						2023						2024						2023
Revenues
Asset Management
Management fees			$	462					$	452					$	900					$	866
Advisory and transaction fees, net			267						170						436						325
Investment income (loss)			278						138						680						590
Incentive fees			47						26						73						41
			1,054						786						2,089						1,822
Retirement Services
Premiums			673						9,041						774						9,137
Product charges			251						207						489						405
Net investment income			3,804						2,948						7,380						5,560
Investment related gains (losses)			(134)						366						1,543						1,431
Revenues of consolidated variable interest entities			366						347						777						628
Other revenues			4						7						6						20
			4,964						12,916						10,969						17,181
Total Revenues			6,018						13,702						13,058						19,003
Expenses
Asset Management
Compensation and benefits			604						516						1,271						1,186
Interest expense			53						31						104						62
General, administrative and other			319						226						559						423
			976						773						1,934						1,671
Retirement Services
Interest sensitive contract benefits			1,824						2,012						4,708						3,301
Future policy and other policy benefits			1,095						9,512						1,638						9,978
Market risk benefits remeasurement (gains) losses			(16)						(71)						(170)						275
Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired			227						153						434						291
Policy and other operating expenses			478						452						931						889
			3,608						12,058						7,541						14,734
Total Expenses			4,584						12,831						9,475						16,405
Other income (loss) – Asset Management
Net gains (losses) from investment activities			(21)						20						18						18
Net gains (losses) from investment activities of consolidated variable interest entities			1						12						26						46
Other income (loss), net			24						48						(2)						80
Total Other income (loss)			4						80						42						144
Income (loss) before income tax (provision) benefit			1,438						951						3,625						2,742
Income tax (provision) benefit			(261)						(201)						(683)						(454)
Net income (loss)			1,177						750						2,942						2,288
Net (income) loss attributable to non-controlling interests			(324)						(151)						(662)						(679)
Net income (loss) attributable to Apollo Global Management, Inc.			853						599						2,280						1,609
Preferred stock dividends			(25)						—						(49)						—
Net income (loss) attributable to Apollo Global Management, Inc. common stockholders			$	828					$	599					$	2,231					$	1,609
Earnings (loss) per share
Net income (loss) attributable to common stockholders - Basic			$	1.36					$	1.00					$	3.67					$	2.67
Net income (loss) attributable to common stockholders - Diluted			$	1.35					$	1.00					$	3.64					$	2.67
Weighted average shares outstanding – Basic			587.1						579.0						587.7						581.5
Weighted average shares outstanding – Diluted			590.2						579.0						605.1						581.5
See accompanying notes to the unaudited condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Net income (loss)			$	1,177					$	750					$	2,942					$	2,288
Other comprehensive income (loss), before tax
Unrealized investment gains (losses) on available-for-sale securities			(979)						(711)						(1,717)						1,388
Unrealized gains (losses) on hedging instruments			84						(171)						8						(67)
Remeasurement gains (losses) on future policy benefits related to discount rate			628						813						1,431						11
Remeasurement gains (losses) on market risk benefits related to credit risk			34						(55)						6						34
Foreign currency translation and other adjustments			(7)						11						(39)						33
Other comprehensive income (loss), before tax			(240)						(113)						(311)						1,399
Income tax expense (benefit) related to other comprehensive income (loss)			(44)						11						(48)						301
Other comprehensive income (loss)			(196)						(124)						(263)						1,098
Comprehensive income (loss)			981						626						2,679						3,386
Comprehensive (income) loss attributable to non-controlling interests			(308)						(257)						(644)						(834)
Comprehensive income (loss) attributable to Apollo Global Management, Inc.			$	673					$	369					$	2,035					$	2,552
See accompanying notes to the unaudited condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

			For the three and six months ended June 30, 2023
			Apollo Global Management, Inc. Stockholders
(In millions)			Common Stock																														Additional Paid in Capital						Retained Earnings (Accumulated Deficit)						Accumulated Other Comprehensive Income (Loss)						Total Apollo Global Management, Inc. Stockholders’ Equity (Deficit)						Non-Controlling Interests						Total Equity
Balance at April 1, 2023			567																														$	14,408					$	(172)					$	(6,162)					$	8,074					$	8,618					$	16,692
Other changes in equity of non-controlling interests			—																														—						—						—						—						(37)						(37)
Accretion of redeemable non-controlling interests			—																														(5)						(1)						—						(6)						—						(6)
Capital increase related to equity-based compensation			—																														123						—						—						123						—						123
Capital contributions			—																														—						—						—						—						112						112
Dividends/distributions			—																														2						(258)						—						(256)						(102)						(358)
Payments related to issuances of common stock for equity-based awards			1																														8						(15)						—						(7)						—						(7)
Repurchase of common stock			(1)																														(78)						—						—						(78)						—						(78)
Stock option exercises			—																														10						—						—						10						—						10
Net income (loss)			—																														—						599						—						599						116						715
Other comprehensive income (loss)			—																														—						—						(230)						(230)						106						(124)
Balance at June 30, 2023			567																														$	14,468					$	153					$	(6,392)					$	8,229					$	8,813					$	17,042
Balance at January 1, 2023			570																														$	14,982					$	(1,007)					$	(7,335)					$	6,640					$	7,726					$	14,366
Other changes in equity of non-controlling interests			—																														—						—						—						—						(155)						(155)
Accretion of redeemable non-controlling interests			—																														(15)						(1)						—						(16)						—						(16)
Capital increase related to equity-based compensation			—																														245						—						—						245						—						245
Capital contributions			—																														—						—						—						—						729						729
Dividends/distributions			—																														(239)						(258)						—						(497)						(286)						(783)
Payments related to issuances of common stock for equity-based awards			5																														23						(190)						—						(167)						—						(167)
Repurchase of common stock			(8)																														(538)						—						—						(538)						—						(538)
Stock option exercises			—																														10						—						—						10						—						10
Net income (loss)			—																														—						1,609						—						1,609						644						2,253
Other comprehensive income (loss)			—																														—						—						943						943						155						1,098
Balance at June 30, 2023			567																														$	14,468					$	153					$	(6,392)					$	8,229					$	8,813					$	17,042
(Continued)

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

			For the three and six months ended June 30, 2024
			Apollo Global Management, Inc. Stockholders
(In millions)			Common Stock						Series A Mandatory Convertible Preferred Stock																														Additional Paid in Capital						Retained Earnings (Accumulated Deficit)						Accumulated Other Comprehensive Income (Loss)						Total Apollo Global Management, Inc. Stockholders’ Equity (Deficit)						Non-Controlling Interests						Total Equity
Balance at April 1, 2024			569						$	1,398																													$	15,167					$	3,862					$	(5,640)					$	14,787					$	12,216					$	27,003
Consolidation/deconsolidation of VIEs			—						—																														—						—						—						—						(50)						(50)
Other changes in equity of non-controlling interests			—						—																														—						—						—						—						2						2
Issuance of common stock related to equity transactions			1						—																														84						—						—						84						—						84
Capital increase related to equity-based compensation			—						—																														136						—						—						136						—						136
Capital contributions			—						—																														—						—						—						—						996						996
Dividends/distributions			—						(25)																														—						(279)						—						(304)						(345)						(649)
Payments related to issuances of common stock for equity-based awards			1						—																														3						(35)						—						(32)						—						(32)
Repurchase of common stock			(1)						—																														(75)						—						—						(75)						—						(75)
Stock option exercises			—						—																														4						—						—						4						—						4
Net income (loss)			—						25																														—						828						—						853						324						1,177
Other comprehensive income (loss)			—						—																														—						—						(180)						(180)						(16)						(196)
Balance at June 30, 2024			570						$	1,398																													$	15,319					$	4,376					$	(5,820)					$	15,273					$	13,127					$	28,400
Balance at January 1, 2024			568						$	1,398																													$	15,249					$	2,972					$	(5,575)					$	14,044					$	11,189					$	25,233
Consolidation/deconsolidation of VIEs			—						—																														—						—						—						—						(50)						(50)
Other changes in equity of non-controlling interests			—						—																														—						—						—						—						3						3
Issuance of common stock related to equity transactions			1						—																														84						—						—						84						—						84
Accretion of redeemable non-controlling interests			—						—																														(1)						—						—						(1)						—						(1)
Capital increase related to equity-based compensation			—						—																														299						—						—						299						—						299
Capital contributions			—						—																														—						—						—						—						2,002						2,002
Dividends/distributions			—						(49)																														—						(538)						—						(587)						(661)						(1,248)
Payments related to issuances of common stock for equity-based awards			4						—																														11						(289)						—						(278)						—						(278)
Repurchase of common stock			(3)						—																														(335)						—						—						(335)						—						(335)
Stock option exercises			—						—																														12						—						—						12						—						12
Net income (loss)			—						49																														—						2,231						—						2,280						662						2,942
Other comprehensive income (loss)			—						—																														—						—						(245)						(245)						(18)						(263)
Balance at June 30, 2024			570						$	1,398																													$	15,319					$	4,376					$	(5,820)					$	15,273					$	13,127					$	28,400
See accompanying notes to the unaudited condensed consolidated financial statements.

    

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

			Six months ended June 30,
(In millions)			2024						2023
Cash Flows from Operating Activities
Net Income (Loss)			$	2,942					$	2,288
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Equity-based compensation			342						280
Net investment income			(670)						(639)
Net recognized (gains) losses on investments and derivatives			(2,371)						(1,483)
Depreciation and amortization			498						345
Net amortization (accretion) of net investment premiums, discount and other			(27)						48
Policy acquisition costs deferred			(828)						(706)
Other non-cash amounts included in net income (loss), net			144						81
Changes in consolidation			(10)						(51)
Changes in operating assets and liabilities:
Purchases of investments by Funds and VIEs			(3,300)						(2,959)
Proceeds from sale of investments by Funds and VIEs			3,150						2,397
Interest sensitive contract liabilities			3,225						2,080
Future policy benefits, market risk benefits and reinsurance recoverable			(1,214)						3,827
Other assets and liabilities, net			(478)						(886)
Net cash provided by operating activities			$	1,403					$	4,622
Cash Flows from Investing Activities
Purchases of investments and contributions to equity method investments			$	(2,125)					$	(2,313)
Purchases of available-for-sale securities			(38,006)						(16,213)
Purchases of mortgage loans			(11,743)						(8,700)
Purchases of investment funds			(1,323)						(1,222)
Purchases of U.S. Treasury securities			—						(490)
Purchases of derivatives instruments and other investments			(1,938)						(3,551)
Sales, maturities and repayments of investments and distributions from equity method investments			24,837						14,666
Other investing activities, net			(787)						315
Net cash used in investing activities			$	(31,085)					$	(17,508)
Cash Flows from Financing Activities
Issuance of debt			$	5,652					$	2,417
Repayment of debt			(3,222)						(2,262)
Repurchase of common stock			(335)						(535)
Common stock dividends			(538)						(497)
Preferred stock dividends			(49)						—
Distributions paid to non-controlling interests			(662)						(271)
Contributions from non-controlling interests			2,000						725
Distributions to redeemable non-controlling interests			—						(798)
Deposits on investment-type policies and contracts			37,102						21,942
Withdrawals on investment-type policies and contracts			(11,636)						(6,804)
Net change in cash collateral posted for derivative transactions and securities to repurchase			2,340						3,138
Other financing activities, net			(676)						(518)
Net cash provided by financing activities			$	29,976					$	16,537
Effect of exchange rate changes on cash and cash equivalents			(2)						5
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities			292						3,656
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, Beginning of Period			17,691						11,128
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, End of Period			$	17,983					$	14,784
									(Continued)

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

			Six months ended June 30,
(In millions)			2024						2023
Supplemental Disclosure of Cash Flow Information
Cash paid for taxes			$	547					$	134
Cash paid for interest			347						345
Non-cash transactions
Non-Cash Investing Activities
Asset Management and Other
Distributions from principal investments			2						1
Purchases of other investments, at fair value			7						—
Retirement Services
Investments received from settlements on reinsurance agreements			48						164
Investments received from pension group annuity premiums			521						4,776
Non-Cash Financing Activities
Asset Management and Other
Capital increases related to equity-based compensation			278						221
Issuance of restricted shares			11						23
Issuance of common stock related to equity transactions			12						—
Retirement Services
Deposits on investment-type policies and contracts through reinsurance agreements, net assumed (ceded)			(2,086)						57
Withdrawals on investment-type policies and contracts through reinsurance agreements, net assumed (ceded)			4,090						6,906
Supplemental Disclosure of Cash Flow Information of Consolidated VIEs
Cash Flows from Operating Activities
Purchases of investments - Asset Management			(3,300)						(2,958)
Proceeds from sale of investments - Asset Management			3,150						2,397
Cash Flows from Investing Activities
Purchases of investments - Retirement Services			(1,540)						(1,306)
Proceeds from sale of investments - Retirement Services			264						275
Cash Flows from Financing Activities
Issuance of debt			3,483						2,417
Principal repayment of debt			(2,683)						(2,261)
Distributions paid to non-controlling interests			(58)						(47)
Contributions from non-controlling interests			1,292						726
Distributions to redeemable non-controlling interests			—						(798)
Changes in Consolidation
Investments, at fair value			(69)						(48)
Equity method investments			10						—
Other assets			(1)						(1)
Other liabilities			20						—
Non-controlling interest			50						5
Equity			—						95
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Condensed Consolidated Statements of Financial Condition:
Cash and cash equivalents			$	15,858					$	12,070
Restricted cash and cash equivalents			1,095						2,473
Cash and cash equivalents held at consolidated variable interest entities			1,030						241
Total Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities			$	17,983					$	14,784
									(Concluded)
See accompanying notes to the unaudited condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization

Apollo Global Management, Inc. together with its consolidated subsidiaries (collectively, “Apollo” or the “Company”) is a high-growth, global alternative asset manager and a retirement services provider. Its asset management business focuses on three investing strategies: yield, hybrid and equity. Through its asset management business, Apollo raises, invests and manages funds, accounts and other vehicles, on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds and insurance companies, as well as other institutional and individual investors. Apollo’s retirement services business is conducted by Athene, a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products for the increasing number of individuals and institutions seeking to fund retirement needs.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and the SEC’s rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Certain disclosures included in the annual audited financial statements have been condensed or omitted as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements included in the 2023 Annual Report.

The results of the Company and its subsidiaries are presented on a consolidated basis. Any ownership interest other than the Company’s interest in its subsidiaries is reflected as a non-controlling interest. Intercompany accounts and transactions have been eliminated. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that any estimates made are reasonable and prudent. Certain reclassifications have been made to previously reported amounts to conform to the current period’s presentation.

The Company’s principal subsidiaries, AAM and AHL, together with their subsidiaries, operate an asset management business and a retirement services business, respectively, which possess distinct characteristics. As a result, the Company’s financial statement presentation is organized into two tiers: asset management and retirement services. The Company believes that separate presentation provides a more informative view of the Company’s consolidated financial condition and results of operations than an aggregated presentation.

Deferred Revenue

Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed. It is included in accounts payable, accrued expenses, and other liabilities in the condensed consolidated statements of financial condition. There was $152 million of revenue recognized during the six months ended June 30, 2024 that was previously deferred as of January 1, 2024.

Recently Issued Accounting Pronouncements

Segment Reporting – Improvements to Reporting Segment Disclosures (ASU 2023-07)

In November 2023, the FASB issued guidance to incrementally add disclosures for public entities’ reporting segments including significant segment expenses and other segment items.

The guidance is mandatorily effective for the Company in its 2024 annual report and in interim periods in 2025; however, early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Income Taxes—Improvements to Income Tax Disclosures (ASU 2023-09)

In December 2023, the FASB made amendments to update disclosures on income taxes including rate reconciliation, income taxes paid, and certain amendments on disaggregation by federal, state, and foreign taxes, as relevant.

The guidance is mandatorily effective for the Company for annual periods beginning in 2025; however, early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Intangibles—Goodwill and Other—Crypto Assets Accounting for and Disclosure of Crypto Assets (ASU 2023-08)

In December 2023, the FASB issued amendments on the accounting for and disclosure of crypto assets. The guidance requires assets that meet certain conditions be accounted for at fair value with changes in fair value recognized in net income. The ASU also requires disclosures about significant holdings, contractual sale restrictions, and changes during the reporting period.

The guidance is mandatorily effective for the Company on January 1, 2025, and early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Business Combinations – Joint Venture Formations (ASU 2023-05)

The amendments in this update address how a joint venture initially recognizes and measures contributions received at its formation date. The amendments require a joint venture to apply a new basis of accounting upon formation and to initially recognize its assets and liabilities at fair value.

The guidance is effective prospectively for all joint ventures formed on or after January 1, 2025, while retrospective application may be elected for a joint venture formed before the effective date. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Compensation – Stock Compensation (ASU 2024-01)

In March 2024, the FASB issued guidance in ASU 2024-01 that clarifies how an entity determines whether it is required to account for profits interest awards (and similar awards) in accordance with ASC 718 or other guidance. The ASU provides specific examples on when a profits interest award should be accounted for as a share-based payment arrangement under ASC 718 or in a manner similar to a cash bonus or profit-sharing arrangement under ASC 710 or other ASC topics.

The guidance is mandatorily effective for the Company on January 1, 2025, and early adoption is permitted. The Company is currently evaluating the impact of the new pronouncement on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

Investments– Equity Method and Joint Ventures (ASU 2023-02)

In March 2023, the FASB issued guidance to introduce the option of applying the proportional amortization method (“PAM”) to account for investments made primarily for the purpose of receiving income tax credits or other income tax benefits when certain requirements are met. Previously, PAM only applied to low-income housing tax credit investments.

The Company early adopted the guidance on October 1, 2023, and there was no impact to the condensed consolidated financial statements upon adoption.

Fair Value Measurement — Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03)

In June 2022, the FASB issued clarifying guidance that a restriction which is a characteristic of the holding entity rather than a characteristic of the equity security itself should not be considered in its fair value measurement. As a result, the Company is required to measure the fair value of equity securities subject to contractual restrictions attributable to the holding entity on the basis of the market price of the same equity security without those contractual restrictions. Companies are not permitted to

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

recognize a contractual sale restriction attributable to the holding entity as a separate unit of account. The guidance also requires disclosures for these equity securities.

The Company early adopted the guidance on July 1, 2023. The Company applied the guidance on a prospective basis, and there was no impact to the condensed consolidated financial statements upon adoption.

Reference Rate Reform (Topic 848) — Deferral of the Sunset Date of Topic 848 (ASU 2022-06, ASU 2021-01, ASU 2020-04)

The Company adopted ASU 2020-04 and ASU 2021-01 and elected to apply certain of the practical expedients related to contract modifications, hedge accounting relationships, and derivative modifications pertaining to discounting, margining, or contract price alignment. The main purpose of the practical expedients is to ease the administrative burden of accounting for contracts impacted by reference rate reform, and these elections did not have, and are not expected to have, a material impact on the condensed consolidated financial statements. ASU 2022-06 amended and deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which the Company will no longer be permitted to apply the expedients provided in Topic 848. The Company will continue to evaluate the impact of reference rate reform on contract modifications and hedging relationships.

3. Investments

The following table outlines the Company’s investments:

(In millions)			June 30, 2024						December 31, 2023
Asset Management
Investments, at fair value			$	1,436					$	1,489
Equity method investments			1,152						1,072
Performance allocations			3,109						2,941
Total Investments – Asset Management			5,697						5,502
Retirement Services
AFS securities, at fair value			$	166,434					$	148,347
Trading securities, at fair value			2,362						2,544
Equity securities			1,783						1,611
Mortgage loans, at fair value			53,965						45,396
Investment funds			1,726						1,741
Policy loans			325						334
Funds withheld at interest			27,446						30,833
Derivative assets			7,488						5,298
Short-term investments			1,492						1,288
Other investments			2,023						1,549
Total Investments, including related parties – Retirement Services			265,044						238,941
Total Investments			$	270,741					$	244,443

Asset Management

Net Gains (Losses) from Investment Activities

The following outlines realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Realized gains (losses) on sales of investments, net			$	(2)					$	(6)					$	(1)					$	(1)
Net change in unrealized gains (losses) due to changes in fair value			(19)						26						19						19
Net gains (losses) from investment activities			$	(21)					$	20					$	18					$	18

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Performance Allocations

Performance allocations receivable is recorded within investments in the condensed consolidated statements of financial condition. The table below provides a roll forward of the performance allocations balance:

(In millions)			Total
Performance allocations, January 1, 2024			$	2,941
Change in fair value of funds			638
Fund distributions to the Company			(470)
Performance allocations, June 30, 2024			$	3,109

The change in fair value of funds excludes the general partner obligation to return previously distributed performance allocations, which is recorded in due to related parties in the condensed consolidated statements of financial condition.

The timing of the payment of performance allocations due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, performance allocations with respect to the private equity funds and certain credit and real assets funds are payable and are distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return.

Retirement Services

AFS Securities

The following table represents the amortized cost, allowance for credit losses, gross unrealized gains and losses and fair value of Athene’s AFS investments by asset type:

			June 30, 2024
(In millions)			Amortized Cost						Allowance for Credit Losses						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
AFS securities
U.S. government and agencies			$	7,126					$	—					$	26					$	(1,108)					$	6,044
U.S. state, municipal and political subdivisions			1,211						—						—						(257)						954
Foreign governments			2,055						—						—						(464)						1,591
Corporate			98,312						(168)						319						(12,093)						86,370
CLO			24,236						—						316						(399)						24,153
ABS			15,956						(67)						108						(551)						15,446
CMBS			7,712						(57)						57						(458)						7,254
RMBS			8,214						(378)						212						(470)						7,578
Total AFS securities			164,822						(670)						1,038						(15,800)						149,390
AFS securities – related parties
Corporate			1,467						—						16						(63)						1,420
CLO			4,605						—						25						(58)						4,572
ABS			11,380						(1)						29						(356)						11,052
Total AFS securities – related parties			17,452						(1)						70						(477)						17,044
Total AFS securities, including related parties			$	182,274					$	(671)					$	1,108					$	(16,277)					$	166,434

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			December 31, 2023
(In millions)			Amortized Cost						Allowance for Credit Losses						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
AFS securities
U.S. government and agencies			$	6,161					$	—					$	67					$	(829)					$	5,399
U.S. state, municipal and political subdivisions			1,296						—						—						(250)						1,046
Foreign governments			2,083						—						71						(255)						1,899
Corporate			88,343						(129)						830						(10,798)						78,246
CLO			20,506						(2)						261						(558)						20,207
ABS			13,942						(49)						120						(630)						13,383
CMBS			7,070						(29)						52						(502)						6,591
RMBS			8,160						(381)						252						(464)						7,567
Total AFS securities			147,561						(590)						1,653						(14,286)						134,338
AFS securities – related parties
Corporate			1,423						—						1						(72)						1,352
CLO			4,367						—						21						(120)						4,268
ABS			8,665						(1)						34						(309)						8,389
Total AFS securities – related parties			14,455						(1)						56						(501)						14,009
Total AFS securities, including related parties			$	162,016					$	(591)					$	1,709					$	(14,787)					$	148,347

The amortized cost and fair value of AFS securities, including related parties, are shown by contractual maturity below:

			June 30, 2024
(In millions)			Amortized Cost						Fair Value
AFS securities
Due in one year or less			$	2,473					$	2,440
Due after one year through five years			19,689						18,840
Due after five years through ten years			25,681						23,139
Due after ten years			60,861						50,540
CLO, ABS, CMBS and RMBS			56,118						54,431
Total AFS securities			164,822						149,390
AFS securities – related parties
Due after one year through five years			909						910
Due after five years through ten years			122						123
Due after ten years			436						387
CLO and ABS			15,985						15,624
Total AFS securities – related parties			17,452						17,044
Total AFS securities, including related parties			$	182,274					$	166,434

Actual maturities can differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Unrealized Losses on AFS Securities

The following summarizes the fair value and gross unrealized losses for AFS securities, including related parties, for which an allowance for credit losses has not been recorded, aggregated by asset type and length of time the fair value has remained below amortized cost:

			June 30, 2024
			Less than 12 months												12 months or more												Total
(In millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
AFS securities
U.S. government and agencies			$	1,607					$	(60)					$	3,655					$	(1,048)					$	5,262					$	(1,108)
U.S. state, municipal and political subdivisions			42						(2)						889						(255)						931						(257)
Foreign governments			880						(184)						707						(280)						1,587						(464)
Corporate			20,579						(698)						47,371						(11,357)						67,950						(12,055)
CLO			1,638						(11)						3,835						(242)						5,473						(253)
ABS			1,081						(25)						5,330						(422)						6,411						(447)
CMBS			547						(5)						2,090						(390)						2,637						(395)
RMBS			958						(19)						1,899						(239)						2,857						(258)
Total AFS securities			27,332						(1,004)						65,776						(14,233)						93,108						(15,237)
AFS securities – related parties
Corporate			184						(29)						386						(34)						570						(63)
CLO			223						—						848						(47)						1,071						(47)
ABS			1,770						(44)						3,546						(294)						5,316						(338)
Total AFS securities – related parties			2,177						(73)						4,780						(375)						6,957						(448)
Total AFS securities, including related parties			$	29,509					$	(1,077)					$	70,556					$	(14,608)					$	100,065					$	(15,685)

			December 31, 2023
			Less than 12 months												12 months or more												Total
(In millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
AFS securities
U.S. government and agencies			$	2,013					$	(94)					$	2,389					$	(735)					$	4,402					$	(829)
U.S. state, municipal and political subdivisions			123						(5)						888						(245)						1,011						(250)
Foreign governments			690						(13)						760						(242)						1,450						(255)
Corporate			7,752						(474)						50,028						(10,311)						57,780						(10,785)
CLO			689						(2)						11,579						(543)						12,268						(545)
ABS			2,129						(75)						4,378						(458)						6,507						(533)
CMBS			859						(12)						1,967						(406)						2,826						(418)
RMBS			467						(9)						2,057						(263)						2,524						(272)
Total AFS securities			14,722						(684)						74,046						(13,203)						88,768						(13,887)
AFS securities – related parties
Corporate			548						(35)						382						(37)						930						(72)
CLO			397						(16)						2,592						(102)						2,989						(118)
ABS			2,008						(66)						2,793						(225)						4,801						(291)
Total AFS securities – related parties			2,953						(117)						5,767						(364)						8,720						(481)
Total AFS securities, including related parties			$	17,675					$	(801)					$	79,813					$	(13,567)					$	97,488					$	(14,368)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following summarizes the number of AFS securities that were in an unrealized loss position, including related parties, for which an allowance for credit losses has not been recorded:

			June 30, 2024
			Unrealized Loss Position						Unrealized Loss Position 12 Months or More
AFS securities			8,317						6,930
AFS securities – related parties			130						80

The unrealized losses on AFS securities can primarily be attributed to changes in market interest rates since acquisition. Athene did not recognize the unrealized losses in income, unless as required for hedge accounting, as it intends to hold these securities and it is not more likely than not it will be required to sell a security before the recovery of its amortized cost.

Allowance for Credit Losses

The following table summarizes the activity in the allowance for credit losses for AFS securities by asset type:

			Three months ended June 30, 2024
									Additions												Reductions
(In millions)			Beginning balance						Initial credit losses						Initial credit losses on PCD securities						Securities sold during the period									Additions (reductions) to previously impaired securities						Ending balance
AFS securities
Corporate			$	127					$	41					$	—					$	—								$	—					$	168
CLO			1						—						—						—									(1)						—
ABS			51						10						—						(1)									7						67
CMBS			31						25						—						—									1						57
RMBS			387						1						—						(6)									(4)						378
Total AFS securities			597						77						—						(7)									3						670
AFS securities – related parties, ABS			1						—						—						—									—						1
Total AFS securities, including related parties			$	598					$	77					$	—					$	(7)								$	3					$	671

			Three months ended June 30, 2023
									Additions												Reductions
(In millions)			Beginning balance						Initial credit losses						Initial credit losses on PCD securities						Securities sold during the period									Additions (reductions) to previously impaired securities						Ending balance
AFS securities
Foreign governments			$	27					$	—					$	—					$	—								$	—					$	27
Corporate			79						—						—						—									(6)						73
CLO			4						—						—						—									(1)						3
ABS			31						1						—						—									3						35
CMBS			5						2						—						—									(1)						6
RMBS			356						8						11						(4)									6						377
Total AFS securities			502						11						11						(4)									1						521
AFS securities – related parties
CLO			1						—						—						—									(1)						—
ABS			—						1						—						—									—						1
Total AFS securities – related parties			1						1						—						—									(1)						1
Total AFS securities, including related parties			$	503					$	12					$	11					$	(4)								$	—					$	522

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			Six months ended June 30, 2024
									Additions												Reductions
(In millions)			Beginning balance						Initial credit losses						Initial credit losses on PCD securities						Securities sold during the period												Additions (reductions) to previously impaired securities						Ending balance
AFS securities
Corporate			$	129					$	48					$	—					$	(8)											$	(1)					$	168
CLO			2						—						—						—												(2)						—
ABS			49						12						—						(1)												7						67
CMBS			29						26						—						—												2						57
RMBS			381						5						—						(10)												2						378
Total AFS securities			590						91						—						(19)												8						670
AFS securities – related parties, ABS			1						—						—						—												—						1
Total AFS securities, including related parties			$	591					$	91					$	—					$	(19)											$	8					$	671

			Six months ended June 30, 2023
									Additions												Reductions
(In millions)			Beginning balance						Initial credit losses						Initial credit losses on PCD securities						Securities sold during the period												Additions (reductions) to previously impaired securities						Ending balance
AFS securities
Foreign governments			$	27					$	—					$	—					$	—											$	—					$	27
Corporate			61						21						—						(6)												(3)						73
CLO			7						1						—						—												(5)						3
ABS			29						1						—						—												5						35
CMBS			5						3						—						—												(2)						6
RMBS			329						11						39						(8)												6						377
Total AFS securities			458						37						39						(14)												1						521
AFS securities – related parties
CLO			1						—						—						—												(1)						—
ABS			—						1						—						—												—						1
Total AFS securities – related parties			1						1						—						—												(1)						1
Total AFS securities, including related parties			$	459					$	38					$	39					$	(14)											$	—					$	522

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net Investment Income

Net investment income by asset class consists of the following:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
AFS securities			$	2,340					$	1,649					$	4,477					$	3,118
Trading securities			44						44						85						86
Equity securities			29						25						46						40
Mortgage loans			890						543						1,704						990
Investment funds			(19)						27						(10)						61
Funds withheld at interest			359						453						722						882
Other			189						219						400						407
Investment revenue			3,832						2,960						7,424						5,584
Investment expenses			(28)						(12)						(44)						(24)
Net investment income			$	3,804					$	2,948					$	7,380					$	5,560

Investment Related Gains (Losses)

Investment related gains (losses) by asset class consists of the following:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
AFS securities1
Gross realized gains on investment activity			$	125					$	141					$	192					$	324
Gross realized losses on investment activity			(218)						(112)						(565)						(216)
Net realized investment gains (losses) on AFS securities			(93)						29						(373)						108
Net recognized investment gains (losses) on trading securities			(33)						(32)						(98)						32
Net recognized investment gains (losses) on equity securities			(12)						(13)						27						(31)
Net recognized investment gains (losses) on mortgage loans			93						(204)						(265)						73
Derivative gains (losses)			(553)						421						878						1,414
Provision for credit losses			(90)						(111)						(100)						(177)
Other gains			554						276						1,474						12
Investment related gains (losses)			$	(134)					$	366					$	1,543					$	1,431
1 Includes the effects of recognized gains or losses on AFS securities associated with designated hedges.

Proceeds from sales of AFS securities were $7,048 million and $2,054 million for the three months ended June 30, 2024 and 2023, respectively, and $10,766 million and $3,194 million for the six months ended June 30, 2024 and 2023, respectively.

The following table summarizes the change in unrealized gains (losses) on trading and equity securities held as of the respective period end:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Trading securities			$	(20)					$	(23)					$	(40)					$	40
Trading securities – related parties			(1)						(4)						(1)						(1)
Equity securities			(7)						(7)						28						3
Equity securities – related parties			(1)						4						(4)						(7)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Repurchase Agreements

The following table summarizes the remaining contractual maturities of repurchase agreements, which are included in payables for collateral on derivatives and securities to repurchase on the condensed consolidated statements of financial condition:

(In millions)			June 30, 2024						December 31, 2023
Less than 30 days			$	1,200					$	686
91 days to 1 year			1,097						—
Greater than 1 year			1,569						3,167
Payables for repurchase agreements			$	3,866					$	3,853

The following table summarizes the securities pledged as collateral for repurchase agreements:

			June 30, 2024												December 31, 2023
(In millions)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
AFS securities
U.S. government and agencies			$	1,665					$	1,204					$	—					$	—
Foreign governments			141						95						137						99
Corporate			1,859						1,562						2,735						2,307
CLO			584						587						580						579
ABS			608						549						1,207						1,086
Total securities pledged under repurchase agreements			$	4,857					$	3,997					$	4,659					$	4,071

Reverse Repurchase Agreements

As of June 30, 2024 and December 31, 2023, amounts loaned under reverse repurchase agreements were $980 million and $947 million, respectively, and the fair value of the collateral, comprised primarily of asset-backed securities and commercial mortgage loans, was $1,946 million and $1,504 million, respectively.

Mortgage Loans, including related parties and consolidated VIEs

Mortgage loans include both commercial and residential loans. Athene has elected the fair value option on its mortgage loan portfolio. See note 6 for further fair value option information. The following represents the mortgage loan portfolio, with fair value option loans presented at unpaid principal balance:

(In millions)			June 30, 2024						December 31, 2023
Commercial mortgage loans			$	31,339					$	27,630
Commercial mortgage loans under development			1,240						1,228
Total commercial mortgage loans			32,579						28,858
Mark to fair value			(2,385)						(2,246)
Commercial mortgage loans			30,194						26,612
Residential mortgage loans			26,812						21,894
Mark to fair value			(921)						(937)
Residential mortgage loans			25,891						20,957
Mortgage loans			$	56,085					$	47,569

Athene primarily invests in commercial mortgage loans on income producing properties, including office and retail buildings, apartments, hotels, and industrial properties. Athene diversifies the commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. Athene evaluates mortgage loans based on relevant current information to confirm if properties are performing at a consistent and acceptable level to secure the related debt.

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The distribution of commercial mortgage loans, including those under development, by property type and geographic region is as follows:

			June 30, 2024												December 31, 2023
(In millions, except percentages)			Fair Value						Percentage of Total						Fair Value						Percentage of Total
Property type
Apartment			$	11,042					36.6		%				$	9,591					36.0		%
Office building			4,030						13.3		%				4,455						16.7		%
Industrial			5,532						18.4		%				4,143						15.6		%
Hotels			2,994						9.9		%				2,913						11.0		%
Retail			2,085						6.9		%				2,158						8.1		%
Other commercial			4,511						14.9		%				3,352						12.6		%
Total commercial mortgage loans			$	30,194					100.0		%				$	26,612					100.0		%
U.S. region
East North Central			$	1,695					5.6		%				$	1,517					5.7		%
East South Central			438						1.5		%				523						2.0		%
Middle Atlantic			8,003						26.5		%				7,147						26.9		%
Mountain			1,309						4.3		%				1,196						4.5		%
New England			1,329						4.4		%				1,295						4.9		%
Pacific			5,760						19.1		%				4,860						18.3		%
South Atlantic			4,771						15.8		%				4,583						17.2		%
West North Central			224						0.7		%				249						0.9		%
West South Central			1,777						5.9		%				1,228						4.6		%
Total U.S. region			25,306						83.8		%				22,598						85.0		%
International region
United Kingdom			2,838						9.4		%				2,343						8.7		%
Other international1			2,050						6.8		%				1,671						6.3		%
Total international region			4,888						16.2		%				4,014						15.0		%
Total commercial mortgage loans			$	30,194					100.0		%				$	26,612					100.0		%
1 Represents all other countries, with each individual country comprising less than 5% of the portfolio.

Athene’s residential mortgage loan portfolio primarily consists of first lien residential mortgage loans collateralized by properties in various geographic locations and is summarized by proportion of the portfolio in the following table:

			June 30, 2024						December 31, 2023
U.S. States
California			26.7		%				27.6		%
Florida			12.3		%				12.0		%
Texas			6.7		%				6.1		%
New York			5.5		%				5.9		%
Other1			39.7		%				39.4		%
Total U.S. residential mortgage loan percentage			90.9		%				91.0		%
International
United Kingdom			5.0		%				4.0		%
Other1			4.1		%				5.0		%
Total international residential mortgage loan percentage			9.1		%				9.0		%
Total residential mortgage loan percentage			100.0		%				100.0		%
1 Represents all other states or countries, with each individual state or country comprising less than 5% of the portfolio.

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Investment Funds

Athene’s investment fund portfolio consists of funds that employ various strategies and include investments in origination platforms, insurance platforms, and equity, hybrid, yield and other funds. Investment funds can meet the definition of VIEs. The investment funds do not specify timing of distributions on the funds’ underlying assets.

The following summarizes Athene’s investment funds, including related parties and consolidated VIEs:

			June 30, 2024												December 31, 2023
(In millions, except percentages)			Carrying Value						Percentage of Total						Carrying Value						Percentage of Total
Investment funds
Equity funds			$	81					75.7		%				$	82					75.3		%
Hybrid funds			20						18.7		%				20						18.3		%
Other			6						5.6		%				7						6.4		%
Total investment funds			107						100.0		%				109						100.0		%
Investment funds – related parties
Strategic origination platforms			49						3.0		%				47						2.9		%
Insurance platforms			1,295						80.0		%				1,300						79.7		%
Apollo and other fund investments
Equity funds			249						15.4		%				254						15.6		%
Yield funds			6						0.4		%				8						0.5		%
Other			20						1.2		%				23						1.3		%
Total investment funds – related parties			1,619						100.0		%				1,632						100.0		%
Investment funds – consolidated VIEs
Strategic origination platforms			6,308						35.8		%				5,594						35.4		%
Insurance platforms			432						2.5		%				483						3.1		%
Apollo and other fund investments
Equity funds			3,621						20.5		%				3,302						20.9		%
Hybrid funds			4,600						26.1		%				4,242						26.7		%
Yield funds			1,315						7.5		%				1,356						8.6		%
Other			1,345						7.6		%				843						5.3		%
Total investment funds – consolidated VIEs			17,621						100.0		%				15,820						100.0		%
Total investment funds, including related parties and consolidated VIEs			$	19,347											$	17,561

Concentrations—The following table represents Athene’s investment concentrations in excess of 10% of stockholders’ equity:

(In millions)			June 30, 2024
AP Grange Holdings, LLC			$	4,695
Atlas1			3,345
Wheels1			1,640
			December 31, 2023
Wheels1			$	1,591
AT&T Inc.			1,526
1 Related party amounts are representative of single issuer risk and may only include a portion of the total investments associated with a related party. See further discussion of these related parties in note 15.

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4. Derivatives

The Company uses a variety of derivative instruments to manage risks, primarily equity, interest rate, credit, foreign currency and market volatility. See note 6 for information about the fair value hierarchy for derivatives.

The following table presents the notional amount and fair value of derivative instruments:

			June 30, 2024																		December 31, 2023
			Notional Amount						Fair Value												Notional Amount						Fair Value
(In millions)									Assets						Liabilities												Assets						Liabilities
Derivatives designated as hedges
Foreign currency hedges
Swaps			11,954						$	594					$	160					9,034						$	477					$	230
Forwards			4,834						353						21						6,294						275						102
Interest rate swaps			4,506						—						617						4,468						—						521
Forwards on net investments			210						1						—						219						—						6
Interest rate swaps			24,004						62						160						10,031						29						95
Total derivatives designated as hedges									1,010						958												781						954
Derivatives not designated as hedges
Equity options			80,409						5,432						98						73,881						3,809						102
Futures			51						121						21						35						72						—
Foreign currency swaps			8,784						257						209						8,072						230						244
Interest rate swaps			1,873						75						5						3,499						81						9
Other swaps			2,546						7						1						2,588						39						1
Foreign currency forwards			35,629						586						1,920						28,236						286						685
Embedded derivatives
Funds withheld, including related parties									(4,000)						(14)												(4,100)						(64)
Interest sensitive contract liabilities									—						11,234												—						9,059
Total derivatives not designated as hedges									2,478						13,474												417						10,036
Total derivatives									$	3,488					$	14,432											$	1,198					$	10,990

Derivatives Designated as Hedges

Cash Flow Hedges

Athene uses interest rate swaps to convert floating-rate interest payments to fixed-rate interest payments to reduce exposure to interest rate changes. The interest rate swaps will expire by July 2031. During the three months ended June 30, 2024 and 2023, Athene recognized gains of $18 million and losses of $53 million, respectively, in other comprehensive income (“OCI”) associated with these hedges. During the six months ended June 30, 2024 and 2023, Athene recognized losses of $3 million and $126 million, respectively, in OCI associated with these hedges. There were no amounts deemed ineffective during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024, no amounts were expected to be reclassified to income within the next 12 months.

Fair Value Hedges

Athene uses foreign currency forward contracts, foreign currency swaps, foreign currency interest rate swaps and interest rate swaps that are designated and accounted for as fair value hedges to hedge certain exposures to foreign currency risk and interest rate risk. The foreign currency forward price is agreed upon at the time of the contract and payment is made at a specified future date.

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The following represents the carrying amount and the cumulative fair value hedging adjustments included in the hedged assets or liabilities:

			June 30, 2024												December 31, 2023
(In millions)			Carrying amount of the hedged assets or liabilities1						Cumulative amount of fair value hedging gains (losses)						Carrying amount of the hedged assets or liabilities1						Cumulative amount of fair value hedging gains (losses)
AFS securities
Foreign currency forwards			$	4,887					$	(198)					$	4,883					$	(15)
Foreign currency swaps			8,737						(358)						6,820						(141)
Interest sensitive contract liabilities
Foreign currency swaps			1,997						67						1,438						19
Foreign currency interest rate swaps			3,960						463						4,010						363
Interest rate swaps			16,887						265						6,910						189
1 The carrying amount disclosed for AFS securities is amortized cost.

The following is a summary of the gains (losses) related to the derivatives and related hedged items in fair value hedge relationships:

																					Amounts excluded
(In millions)			Derivatives						Hedged items						Net						Recognized in income through amortization approach						Recognized in income through changes in fair value
Three months ended June 30, 2024
Investment related gains (losses)
Foreign currency forwards			$	43					$	(51)					$	(8)					$	13					$	(3)
Foreign currency swaps			43						(24)						19						—						—
Foreign currency interest rate swaps			(7)						6						(1)						—						—
Interest rate swaps			(9)						1						(8)						—						—
Interest sensitive contract benefits
Foreign currency interest rate swaps			24						(23)						1						—						—
Three months ended June 30, 2023
Investment related gains (losses)
Foreign currency forwards			$	(35)					$	37					$	2					$	(42)					$	3
Foreign currency swaps			(43)						45						2						—						—
Foreign currency interest rate swaps			7						(10)						(3)						—						—
Interest rate swaps			(120)						120						—						—						—
Interest sensitive contract benefits
Foreign currency interest rate swaps			13						(15)						(2)						—						—

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

																					Amounts excluded
(In millions)			Derivatives						Hedged items						Net						Recognized in income through amortization approach						Recognized in income through changes in fair value
Six months ended June 30, 2024
Investment related gains (losses)
Foreign currency forwards			$	179					$	(183)					$	(4)					$	31					$	6
Foreign currency swaps			155						(138)						17						—						—
Foreign currency interest rate swaps			(123)						123						—						—						—
Interest rate swaps			(115)						76						(39)						—						—
Interest sensitive contract benefits
Foreign currency interest rate swaps			40						(39)						1						—						—
Six months ended June 30, 2023
Investment related gains (losses)
Foreign currency forwards			$	(105)					$	110					$	5					$	45					$	7
Foreign currency swaps			(102)						109						7						—						—
Foreign currency interest rate swaps			85						(80)						5						—						—
Interest rate swaps			(18)						16						(2)						—						—
Interest sensitive contract benefits
Foreign currency interest rate swaps			28						(30)						(2)						—						—

The following is a summary of the gains (losses) excluded from the assessment of hedge effectiveness that were recognized in OCI:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Foreign currency forwards			$	2					$	(61)					$	(15)					$	2
Foreign currency swaps			64						(57)						26						57

Net Investment Hedges

Athene uses foreign currency forwards to hedge the foreign currency exchange rate risk of its investments in subsidiaries that have a reporting currency other than the U.S. dollar. Hedge effectiveness is assessed based on the changes in forward rates. During the three months ended June 30, 2024 and 2023, these derivatives had losses of $0 million and $4 million, respectively. During the six months ended June 30, 2024 and 2023, these derivatives had gains of $3 million and losses of $8 million, respectively. These derivatives are included in foreign currency translation and other adjustments on the condensed consolidated statements of comprehensive income (loss). As of June 30, 2024 and December 31, 2023, the cumulative foreign currency translations recorded in AOCI related to these net investment hedges were gains of $29 million and $26 million, respectively. During the three and six months ended June 30, 2024 and 2023, there were no amounts deemed ineffective.

Derivatives Not Designated as Hedges

Equity options

Athene uses equity indexed options to economically hedge fixed indexed annuity products that guarantee the return of principal to the policyholder and credit interest based on a percentage of the gain in a specified market index, primarily the S&P 500. To hedge against adverse changes in equity indices, Athene enters into contracts to buy equity indexed options. The contracts are net settled in cash based on differentials in the indices at the time of exercise and the strike price.

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Futures

Athene purchases futures contracts to hedge the growth in interest credited to the customer as a direct result of increases in the related indices. Athene enters into exchange-traded futures with regulated futures commission clearing brokers who are members of a trading exchange. Under exchange-traded futures contracts, Athene agrees to purchase a specified number of contracts with other parties and to post variation margin on a daily basis in an amount equal to the difference in the daily fair values of those contracts.

Interest rate swaps

Athene uses interest rate swaps to reduce market risks from interest rate changes and to alter interest rate exposure arising from duration mismatches between assets and liabilities. With an interest rate swap, Athene agrees with another party to exchange the difference between fixed-rate and floating-rate interest amounts tied to an agreed-upon notional principal amount at specified intervals.

Other swaps

Other swaps include total return swaps, credit default swaps and swaptions. Athene purchases total rate of return swaps to gain exposure and benefit from a reference asset or index without ownership. Credit default swaps provide a measure of protection against the default of an issuer or allow Athene to gain credit exposure to an issuer or traded index. Athene uses credit default swaps coupled with a bond to synthetically create the characteristics of a reference bond. Swaptions provide an option to enter into an interest rate swap and are used by Athene to hedge against interest rate exposure.

Embedded derivatives

Athene has embedded derivatives which are required to be separated from their host contracts and reported as derivatives. Host contracts include reinsurance agreements structured on a modco or funds withheld basis and indexed annuity products.

The following is a summary of the gains (losses) related to derivatives not designated as hedges:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Equity options			$	105					$	991					$	1,702					$	1,341
Futures			(1)						61						126						95
Swaps			(69)						29						(30)						62
Foreign currency forwards			(556)						(168)						(866)						(337)
Embedded derivatives on funds withheld			(112)						(262)						(187)						341
Amounts recognized in investment related gains (losses)			(633)						651						745						1,502
Embedded derivatives in indexed annuity products1			182						(1,055)						(995)						(1,528)
Total gains (losses) on derivatives not designated as hedges			$	(451)					$	(404)					$	(250)					$	(26)
1 Included in interest sensitive contract benefits on the condensed consolidated statements of operations.

Credit Risk

The Company may be exposed to credit-related losses in the event of counterparty nonperformance on derivative financial instruments. Generally, the current credit exposure of Athene’s derivative contracts is the fair value at the reporting date less any collateral received from the counterparty.

Athene manages credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties. Where possible, Athene maintains collateral arrangements and uses master netting agreements that provide for a single net payment from one counterparty to another at each due date and upon termination. Athene has also established counterparty exposure limits, where possible, in order to evaluate if there is sufficient collateral to support the net exposure.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Collateral arrangements typically require the posting of collateral in connection with its derivative instruments. Collateral agreements often contain posting thresholds, some of which may vary depending on the posting party’s financial strength ratings. Additionally, a decrease in Athene’s financial strength rating to a specified level can result in settlement of the derivative position.

The estimated fair value of Athene’s net derivative and other financial assets and liabilities after the application of master netting agreements and collateral were as follows:

									Gross amounts not offset on the condensed consolidated statements of financial condition
(In millions)			Gross amount recognized1						Financial instruments2						Collateral (received)/pledged						Net amount						Off-balance sheet securities collateral3						Net amount after securities collateral
June 30, 2024
Derivative assets			$	7,488					$	(1,879)					$	(5,994)					$	(385)					$	—					$	(385)
Derivative liabilities			(3,212)						1,879						1,753						420						2						422
December 31, 2023
Derivative assets			$	5,298					$	(1,497)					$	(3,676)					$	125					$	—					$	125
Derivative liabilities			(1,995)						1,497						848						350						—						350
1 The gross amounts of recognized derivative assets and derivative liabilities are reported on the condensed consolidated statements of financial condition. As of June 30, 2024 and December 31, 2023, amounts not subject to master netting or similar agreements were immaterial.
2 Represents amounts offsetting derivative assets and derivative liabilities that are subject to an enforceable master netting agreement or similar agreement that are not netted against the gross derivative assets or gross derivative liabilities for presentation on the condensed consolidated statements of financial condition.
3 For non-cash collateral received, the Company does not recognize the collateral on the condensed consolidated statements of financial condition unless the obligor (transferor) has defaulted under the terms of the secured contract and is no longer entitled to redeem the pledged asset. Amounts do not include any excess of collateral pledged or received.

5. Variable Interest Entities

A variable interest in a VIE is an investment or other interest that will absorb portions of the VIE’s expected losses and/or receive expected residual returns. Variable interests in consolidated VIEs and unconsolidated VIEs are discussed separately below.

Consolidated VIEs

Consolidated VIEs include certain CLOs and funds managed by the Company and other entities where the Company is deemed the primary beneficiary. In addition, during 2023, consolidated VIEs also included SPACs which were liquidated during the fourth quarter of 2023. See note 15 for further details regarding Apollo’s previously consolidated SPACs.

The assets of consolidated VIEs are not available to creditors of the Company, and the investors in these consolidated VIEs have no recourse against the assets of the Company. Similarly, there is no recourse to the Company for the consolidated VIEs’ liabilities.

Other assets of the consolidated VIEs include interest receivables, receivables from affiliates and reverse repurchase agreements. Other liabilities include debt and short-term payables.

Each series of notes in a respective consolidated VIE participates in distributions from the VIE, including principal and interest from underlying investments. Amounts allocated to the noteholders reflect amounts that would be distributed if the VIE’s affairs were wound up and its assets sold for cash equal to their respective carrying values, its liabilities satisfied in accordance with their terms, and all the remaining amounts distributed to the noteholders. The respective VIEs that issue the notes payable are marked at their prevailing net asset value, which approximates fair value.

Results from certain funds managed by Apollo are reported on a three-month lag based upon the availability of financial information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities—Asset Management

The following table presents net gains (losses) from investment activities of the consolidated VIEs:

			Three months ended June 30,												Six months ended June 30,
(In millions)			20241						20231						20241						20231
Net gains (losses) from investment activities			$	(25)					$	(6)					$	(7)					$	24
Interest and other income			62						41						94						74
Interest and other expenses			(36)						(23)						(61)						(52)
Net gains (losses) from investment activities of consolidated variable interest entities			$	1					$	12					$	26					$	46
1 Amounts reflect consolidation eliminations.

In addition, we recognize revenues and expenses of certain consolidated VIEs within management fees, investment income (loss), compensation and benefits and general, administrative and other. For the three and six months ended June 30, 2024, the Company recorded $8 million and $18 million, respectively, of revenues and $0 million and $2 million, respectively, of expenses related to the activities of these VIEs. For the three and six months ended June 30, 2023, the Company recorded $2 million and $3 million, respectively, of revenues related to the activities of these VIEs.

Subscription Lines

Included within other liabilities are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of those amounts:

			June 30, 2024																		December 31, 2023
(In millions, except percentages)			Principal Outstanding						Weighted Average Interest Rate						Weighted Average Remaining Maturity in Years						Principal Outstanding						Weighted Average Interest Rate						Weighted Average Remaining Maturity in Years
Asset Management
Subscription lines1			$	1,727					7.78		%				0.08						$	1,072					7.16		%				0.09
Total – Asset Management			$	1,727																	$	1,072
1 The subscription lines of the consolidated VIEs are collateralized by assets held by each respective vehicle and assets of one vehicle may not be used to satisfy the liabilities of another vehicle.

The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2024, the Company was not aware of any instances of non-compliance with any of these covenants.

Reverse Repurchase Agreements

As of December 31, 2023, fair value of collateral received under reverse repurchase agreements was $453 million. There was no rehypothecation of the collateral received under reverse repurchase agreements as of December 31, 2023.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Revenues of Consolidated Variable Interest Entities—Retirement Services

The following summarizes the statements of operations activity of the consolidated VIEs:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Trading securities			$	30					$	25					$	65					$	48
Mortgage loans			31						30						61						54
Investment funds			—						—						21						35
Other			1						(1)						(4)						(1)
Net investment income			62						54						143						136
Net recognized investment gains (losses) on trading securities			(8)						(5)						(8)						1
Net recognized investment losses on mortgage loans			(2)						(29)						(28)						(20)
Net recognized investment gains on investment funds			319						315						679						539
Other gains (losses)			(5)						12						(9)						(28)
Investment related gains (losses)			304						293						634						492
Revenues of consolidated variable interest entities			$	366					$	347					$	777					$	628

Unconsolidated Variable Interest Entities—Asset Management

The following table presents the maximum exposure to losses relating to these VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary.

(In millions)			June 30, 2024						December 31, 2023
Maximum Loss Exposure1,2			$	802					$	325
1 Represents Apollo’s direct investment in those entities in which it holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses.
2 Some amounts included are a quarter in arrears.

Unconsolidated Variable Interest Entities—Retirement Services

The Company has variable interests in certain unconsolidated VIEs in the form of securities and ownership stakes in investment funds.

Fixed maturity securities

Athene invests in securitization entities as a debt holder or an investor in the residual interest of the securitization vehicle. These entities are deemed VIEs due to insufficient equity within the structure and lack of control by the equity investors over the activities that significantly impact the economics of the entity. In general, Athene is a debt investor within these entities and, as such, holds a variable interest; however, due to the debt holders’ lack of ability to control the decisions within the trust that significantly impact the entity, and the fact the debt holders are protected from losses due to the subordination of the equity tranche, the debt holders are not deemed the primary beneficiary. Securitization vehicles in which Athene holds the residual tranche are not consolidated because Athene does not unilaterally have substantive rights to remove the general partner, or when assessing related party interests, Athene is not under common control, as defined by U.S. GAAP, with the related parties, nor are substantially all of the activities conducted on Athene’s behalf; therefore, Athene is not deemed the primary beneficiary. Debt investments and investments in the residual tranche of securitization entities are considered debt instruments, and are held at fair value and classified as AFS or trading securities on the condensed consolidated statements of financial condition.

Investment funds

Investment funds include non-fixed income, alternative investments in the form of limited partnerships or similar legal structures.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Equity securities

Athene invests in preferred equity securities issued by entities deemed to be VIEs due to insufficient equity within the structure.

Athene’s risk of loss associated with its non-consolidated investments depends on the investment. Investment funds, equity securities and trading securities are limited to the carrying value plus unfunded commitments. AFS securities are limited to amortized cost plus unfunded commitments.

The following summarizes the carrying value and maximum loss exposure of these non-consolidated investments:

			June 30, 2024												December 31, 2023
(In millions)			Carrying Value						Maximum Loss Exposure						Carrying Value						Maximum Loss Exposure
Investment funds			$	107					$	864					$	109					$	876
Investment in related parties – investment funds			1,619						2,653						1,632						2,377
Assets of consolidated VIEs – investment funds			17,621						24,161						15,820						22,129
Investment in fixed maturity securities			54,831						59,155						48,155						50,623
Investment in related parties – fixed maturity securities			16,343						19,436						13,495						15,608
Investment in related parties – equity securities			314						314						318						318
Total non-consolidated investments			$	90,835					$	106,583					$	79,529					$	91,931

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6. Fair Value

Fair Value Measurements of Financial Instruments

The following summarize the Company’s financial assets and liabilities recorded at fair value hierarchy level:

			June 30, 2024
(In millions)			Level 1						Level 2						Level 3						NAV						Total
Assets
Asset Management
Cash and cash equivalents			$	2,854					$	—					$	—					$	—					$	2,854
Restricted cash and cash equivalents			2						—						—						—						2
Cash and cash equivalents of VIEs			473						—						—						—						473
Investments, at fair value			202						2						1,160			1			72						1,436
Investments of consolidated VIEs			—						25						1,507						167						1,699
Due from related parties2			—						—						29						—						29
Derivative assets3			—						—						10						—						10
Total Assets – Asset Management			3,531						27						2,706						239						6,503
Retirement Services
AFS Securities
U.S. government and agencies			6,037						7						—						—						6,044
U.S. state, municipal and political subdivisions			—						954						—						—						954
Foreign governments			670						887						34						—						1,591
Corporate			10						78,246						8,114						—						86,370
CLO			—						24,153						—						—						24,153
ABS			—						7,026						8,420						—						15,446
CMBS			—						7,234						20						—						7,254
RMBS			—						7,317						261						—						7,578
Total AFS securities			6,717						125,824						16,849						—						149,390
Trading securities			23						1,583						37						—						1,643
Equity securities			208						867						36						—						1,111
Mortgage loans			—						—						52,645						—						52,645
Funds withheld at interest – embedded derivative			—						—						(3,283)						—						(3,283)
Derivative assets			162						7,325						1						—						7,488
Short-term investments			318						114						80						—						512
Other investments			—						553						904						—						1,457
Cash and cash equivalents			13,004						—						—						—						13,004
Restricted cash and cash equivalents			1,093						—						—						—						1,093
Investments in related parties
AFS securities
Corporate			—						226						1,194						—						1,420
CLO			—						4,051						521						—						4,572
ABS			—						472						10,580						—						11,052
Total AFS securities – related parties			—						4,749						12,295						—						17,044
Trading securities			—						—						719						—						719
Equity securities			67						—						247						—						314
Mortgage loans			—						—						1,320						—						1,320
Investment funds			—						—						1,066						—						1,066
Funds withheld at interest – embedded derivative			—						—						(717)						—						(717)
Other investments			—						—						335						—						335
Reinsurance recoverable			—						—						1,518						—						1,518
Other assets5			—						—						371						—						371
(Continued)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			June 30, 2024
(In millions)			Level 1						Level 2						Level 3						NAV						Total
Assets of consolidated VIEs
Trading securities			—						357						1,876						—						2,233
Mortgage loans			—						—						2,120						—						2,120
Investment funds			—						—						913						16,708						17,621
Other investments			5						1						113						—						119
Cash and cash equivalents			557						—						—						—						557
Total Assets – Retirement Services			22,154						141,373						89,445						16,708						269,680
Total Assets			$	25,685					$	141,400					$	92,151					$	16,947					$	276,183
Liabilities
Asset Management
Contingent consideration obligations4			$	—					$	—					$	59					$	—					$	59
Derivative liabilities3			—						5						—						—						5
Total Liabilities – Asset Management			—						5						59						—						64
Retirement Services
Interest sensitive contract liabilities
Embedded derivative			—						—						11,234						—						11,234
Universal life benefits			—						—						769						—						769
Future policy benefits
AmerUs Closed Block			—						—						1,120						—						1,120
ILICO Closed Block and life benefits			—						—						529						—						529
Market risk benefits5			—						—						3,727						—						3,727
Derivative liabilities			37						3,174						1						—						3,212
Other liabilities			—						—						253						—						253
Total Liabilities – Retirement Services			37						3,174						17,633						—						20,844
Total Liabilities			$	37					$	3,179					$	17,692					$	—					$	20,908
(Concluded)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			December 31, 2023
(In millions)			Level 1						Level 2						Level 3						NAV						Total
Assets
Asset Management
Cash and cash equivalents			$	2,748					$	—					$	—					$	—					$	2,748
Restricted cash and cash equivalents			2						—						—						—						2
Cash and cash equivalents of VIEs			62						—						—						—						62
Investments, at fair value			202						38						1,188			1			61						1,489
Investments of consolidated VIEs			—						16						1,492						127						1,635
Due from related parties2			—						—						37						—						37
Derivative assets3			—						—						13						—						13
Total Assets – Asset Management			3,014						54						2,730						188						5,986
Retirement Services
AFS Securities
U.S. government and agencies			5,392						7						—						—						5,399
U.S. state, municipal and political subdivisions			—						1,046						—						—						1,046
Foreign governments			895						964						40						—						1,899
Corporate			10						75,711						2,525						—						78,246
CLO			—						20,207						—						—						20,207
ABS			—						6,440						6,943						—						13,383
CMBS			—						6,570						21						—						6,591
RMBS			—						7,302						265						—						7,567
Total AFS securities			6,297						118,247						9,794						—						134,338
Trading securities			24						1,654						28						—						1,706
Equity securities			210						699						26						—						935
Mortgage loans			—						—						44,115						—						44,115
Funds withheld at interest – embedded derivative			—						—						(3,379)						—						(3,379)
Derivative assets			108						5,190						—						—						5,298
Short-term investments			—						236						105						—						341
Other investments			—						313						630						—						943
Cash and cash equivalents			13,020						—						—						—						13,020
Restricted cash and cash equivalents			1,761						—						—						—						1,761
Investments in related parties
AFS securities
Corporate			—						181						1,171						—						1,352
CLO			—						3,762						506						—						4,268
ABS			—						563						7,826						—						8,389
Total AFS securities – related parties			—						4,506						9,503						—						14,009
Trading securities			—						—						838						—						838
Equity securities			63						—						255						—						318
Mortgage loans			—						—						1,281						—						1,281
Investment funds			—						—						1,082						—						1,082
Funds withheld at interest – embedded derivative			—						—						(721)						—						(721)
Other investments			—						—						343						—						343
Reinsurance recoverable			—						—						1,367						—						1,367
Other assets5			—						—						378						—						378
Assets of consolidated VIEs
Trading securities			—						284						1,852						—						2,136
Mortgage loans			—						—						2,173						—						2,173
Investment funds			—						—						977						14,843						15,820
(Continued)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			December 31, 2023
(In millions)			Level 1						Level 2						Level 3						NAV						Total
Other investments			—						2						101						—						103
Cash and cash equivalents			98						—						—						—						98
Total Assets – Retirement Services			21,581						131,131						70,748						14,843						238,303
Total Assets			$	24,595					$	131,185					$	73,478					$	15,031					$	244,289
Liabilities
Asset Management
Other liabilities of consolidated VIEs, at fair value			$	—					$	3					$	—					$	—					$	3
Contingent consideration obligations4			—						—						93						—						93
Derivative liabilities3			—						42						—						—						42
Total Liabilities – Asset Management			—						45						93						—						138
Retirement Services
Interest sensitive contract liabilities
Embedded derivative			—						—						9,059						—						9,059
Universal life benefits			—						—						834						—						834
Future policy benefits
AmerUs Closed Block			—						—						1,178						—						1,178
ILICO Closed Block and life benefits			—						—						522						—						522
Market risk benefits5			—						—						3,751						—						3,751
Derivative liabilities			17						1,977						1						—						1,995
Other liabilities			—						(64)						330						—						266
Total Liabilities – Retirement Services			17						1,913						15,675						—						17,605
Total Liabilities			$	17					$	1,958					$	15,768					$	—					$	17,743
(Concluded)
1 Investments as of June 30, 2024 and December 31, 2023 excludes $215 million and $218 million, respectively, of performance allocations classified as Level 3 related to certain investments for which the Company elected the fair value option. The Company’s policy is to account for performance allocations as investments.
2 Due from related parties represents a receivable from a fund.
3 Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.
4 As of June 30, 2024 and December 31, 2023, Other liabilities includes $2 million and $26 million, respectively, of contingent obligations related to the Griffin Capital acquisition, classified as Level 3 and also includes profit sharing payable of $57 million and $67 million, respectively, related to other contingent obligations classified as Level 3.
5 Other assets consist of market risk benefits assets. See note 8 for additional information on market risk benefits assets and liabilities valuation methodology and additional fair value disclosures.

Changes in fair value of contingent consideration obligations in connection with the acquisitions of Stone Tower and Griffin Capital are recorded in compensation and benefits expense and other income (loss), net, respectively, in the condensed consolidated statements of operations. Refer to note 16 for further details.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Level 3 Financial Instruments

The following tables summarize the valuation techniques and quantitative inputs and assumptions used for financial assets and liabilities categorized as Level 3:

June 30, 2024

Fair Value (In millions)

Valuation Technique

Unobservable Inputs

Ranges

Weighted Average

Financial Assets

Asset Management

Investments

$

862

Discounted cash flow

Discount rate

10.3% – 52.8%

17.2%

1

115

Direct capitalization

Capitalization rate

6.8%

6.8%

183

Adjusted transaction value

N/A

N/A

N/A

Due from related parties

29

Discounted cash flow

Discount rate

14.0%

14.0%

Derivative assets

10

Option model

Volatility rate

62.5%

62.5%

Investments of consolidated VIEs

Bank loans

13

Discounted cash flow

Discount rate

8.8% – 15.2%

13.2%

1

357

Adjusted transaction value

N/A

N/A

N/A

Equity securities

461

Dividend discount model

Discount rate

13.5%

13.5%

93

Adjusted transaction value

N/A

N/A

N/A

Bonds

22

Discounted cash flow

Discount rate

13.5%

13.5%

561

Adjusted transaction value

N/A

N/A

N/A

Retirement Services

AFS, trading and equity securities

18,966

Discounted cash flow

Discount rate

5.0% – 18.3%

7.7%

1

Mortgage loans2

56,085

Discounted cash flow

Discount rate

1.6% – 31.3%

7.9%

1

Investment funds2

1,548

Discounted cash flow

Discount rate

6.7% – 13.5%

11.4%

1

432

Net tangible asset values

Implied multiple

1.35x

1.35x

Financial Liabilities

Asset Management

Contingent consideration obligations

59

Discounted cash flow

Discount rate

20.0% – 25.0%

23.7%

1

Option model

Volatility rate

25.5% – 29.7%

27.6%

1

Retirement Services

Interest sensitive contract liabilities – fixed indexed annuities embedded derivatives

11,234

Discounted cash flow

Nonperformance risk

0.4% – 1.3%

0.9%

3

Option budget

0.5% – 6.0%

2.6%

4

Surrender rate

6.0% – 14.6%

8.7%

4

1 Unobservable inputs were weighted based on the fair value of the investments included in the range.

2 Includes those of consolidated VIEs.

3 The nonperformance risk weighted average is based on the projected cash flows attributable to the embedded derivative.

4 The option budget and surrender rate weighted averages are calculated based on projected account values.

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December 31, 2023

Fair Value (In millions)

Valuation Techniques

Unobservable Inputs

Ranges

Weighted Average

Financial Assets

Asset Management

Investments

$

857

Discounted cash flow

Discount rate

10.5% – 52.8%

17.2%

1

112

Direct capitalization

Capitalization rate

6.9%

6.9%

219

Adjusted transaction value

N/A

N/A

N/A

Due from related parties

37

Discounted cash flow

Discount rate

14.0%

14.0%

Derivative assets

13

Option model

Volatility rate

62.5%

62.5%

Investments of consolidated VIEs

Bank loans

605

Discounted cash flow

Discount rate

7.7% – 11.0%

9.4%

1

64

Adjusted transaction value

N/A

N/A

N/A

Equity securities

494

Dividend discount model

Discount rate

13.5%

13.5%

131

Adjusted transaction value

N/A

N/A

N/A

Bonds

35

Discounted cash flow

Discount rate

6.1% – 13.0%

10.7%

1

163

Adjusted transaction value

N/A

N/A

N/A

Retirement Services

AFS, trading and equity securities

14,247

Discounted cash flow

Discount rate

2.3% – 18.1%

7.0%

1

Mortgage loans2

47,569

Discounted cash flow

Discount rate

2.5% – 20.6%

6.8%

1

Investment funds2

1,574

Discounted cash flow

Discount rate

6.3% – 13.5%

11.2%

1

483

Net tangible asset values

Implied multiple

1.14x

1.14x

Financial Liabilities

Asset Management

Contingent consideration obligations

93

Discounted cash flow

Discount rate

20.0% – 25.0%

23.3%

1

Option model

Volatility rate

31.4% – 33.4%

32.4%

1

Retirement Services

Interest sensitive contract liabilities – fixed indexed annuities embedded derivatives

9,059

Discounted cash flow

Nonperformance risk

0.4% – 1.4%

0.9%

3

Option budget

0.5% – 6.0%

2.3%

4

Surrender rate

6.0% – 13.4%

8.7%

4

1 Unobservable inputs were weighted based on the fair value of the investments included in the range.

2 Includes those of consolidated VIEs.

3 The nonperformance risk weighted average is based on the projected cash flows attributable to the embedded derivative.

4 The option budget and surrender rate weighted averages are calculated based on projected account values.

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The following are reconciliations for Level 3 assets and liabilities measured at fair value on a recurring basis:

			Three months ended June 30, 2024
									Total realized and unrealized gains (losses)
(In millions)			Beginning balance						Included in income						Included in OCI						Net purchases, issuances, sales and settlements						Net transfers in (out)						Ending balance						Total gains (losses) included in earnings1						Total gains (losses) included in OCI1
Assets – Asset Management
Investments and derivative assets			$	1,191					$	(29)					$	—					$	8					$	—					$	1,170					$	(18)					$	—
Investments of consolidated VIEs			2,110						(29)						—						(504)						(70)						1,507						(2)						—
Total Level 3 assets – Asset Management			$	3,301					$	(58)					$	—					$	(496)					$	(70)					$	2,677					$	(20)					$	—
Assets – Retirement Services
AFS securities
Foreign governments			$	40					$	—					$	—					$	(6)					$	—					$	34					$	—					$	—
Corporate			3,378						(1)						5						5,463						(731)						8,114						(1)						21
ABS			7,165						(17)						(12)						1,349						(65)						8,420						—						(15)
CMBS			21						(1)						—						—						—						20						—						(1)
RMBS			265						2						1						(5)						(2)						261						—						(1)
Trading securities			40						—						—						(3)						—						37						—						—
Equity securities			27						—						—						—						9						36						—						—
Mortgage loans			48,207						70						—						4,368						—						52,645						69						—
Funds withheld at interest – embedded derivative			(3,362)						79						—						—						—						(3,283)						—						—
Derivative assets			1						—						—						—						—						1						—						—
Short-term investments			101						—						—						(20)						(1)						80						—						—
Other investments			751						(3)						—						156						—						904						(3)						—
Investments in related parties
AFS securities
Corporate			1,175						—						22						(3)						—						1,194						—						22
CLO			520						—						1						—						—						521						—						1
ABS			10,043						17						(39)						559						—						10,580						(1)						(40)
Trading securities			781						(1)						—						(61)						—						719						(1)						—
Equity securities			249						(2)						—						—						—						247						(2)						—
Mortgage loans			1,263						19						—						38						—						1,320						19						—
Investment funds			1,067						(1)						—						—						—						1,066						(1)						—
Funds withheld at interest – embedded derivative			(723)						6						—						—						—						(717)						—						—
Other investments			336						(1)						—						—						—						335						(1)						—
Reinsurance recoverable			1,468						(40)						—						90						—						1,518						—						—
Assets of consolidated VIEs
Trading securities			1,770						(18)						—						124						—						1,876						(18)						—
Mortgage loans			2,147						(7)						—						(20)						—						2,120						(7)						—
Investment funds			951						(38)						—						—						—						913						(38)						—
Other investments			115						(2)						—						—						—						113						(2)						—
Total Level 3 assets – Retirement Services			$	77,796					$	61					$	(22)					$	12,029					$	(790)					$	89,074					$	13					$	(13)
Liabilities – Asset Management
Contingent consideration obligations			$	127					$	17					$	—					$	(85)					$	—					$	59					$	—					$	—
Total Level 3 liabilities – Asset Management			$	127					$	17					$	—					$	(85)					$	—					$	59					$	—					$	—
Liabilities – Retirement Services
Interest sensitive contract liabilities
Embedded derivative			$	(10,908)					$	182					$	—					$	(508)					$	—					$	(11,234)					$	—					$	—
Universal life benefits			(788)						19						—						—						—						(769)						—						—
(Continued)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Future policy benefits
AmerUs Closed Block			(1,151)						31						—						—						—						(1,120)						—						—
ILICO Closed Block and life benefits			(553)						24						—						—						—						(529)						—						—
Derivative liabilities			(1)						—						—						—						—						(1)						—						—
Other liabilities			(229)						(27)						—						3						—						(253)						—						—
Total Level 3 liabilities – Retirement Services			$	(13,630)					$	229					$	—					$	(505)					$	—					$	(13,906)					$	—					$	—
(Concluded)
1 Related to instruments held at end of period.

			Three months ended June 30, 2023
									Total realized and unrealized gains (losses)
(In millions)			Beginning balance						Included in income						Included in OCI						Net purchases, issuances, sales and settlements						Net transfers in (out)						Ending balance						Total gains (losses) included in earnings1						Total gains (losses) included in OCI1
Assets – Asset Management
Investments and derivative assets			$	1,131					$	17					$	—					$	17					$	—					$	1,165					$	19					$	—
Investments of consolidated VIEs			1,282						(2)						—						1,328						—						2,608						6						—
Total Level 3 assets – Asset Management			$	2,413					$	15					$	—					$	1,345					$	—					$	3,773					$	25					$	—
Assets – Retirement Services
AFS securities
Foreign governments			$	1					$	—					$	—					$	47					$	—					$	48					$	—					$	—
Corporate			1,622						—						12						1,070						(244)						2,460						—						12
ABS			4,942						—						(31)						894						(500)						5,305						—						(30)
CMBS			—						—						—						—						12						12						—						—
RMBS			238						3						(1)						(3)						(231)						6						—						—
Trading securities			42						1						—						(3)						(2)						38						—						—
Equity securities			71						(4)						—						—						—						67						(4)						—
Mortgage loans			29,949						(195)						—						4,914						—						34,668						(195)						—
Funds withheld at interest – embedded derivative			(4,291)						(65)						—						—						—						(4,356)						—						—
Short-term investments			30						—						—						—						—						30						—						—
Other investments			286						(1)						—						52						—						337						(1)						—
Investments in related parties
AFS securities
Corporate			959						—						(1)						(2)						215						1,171						—						(1)
CLO			498						—						(3)						—						—						495						—						(3)
ABS			7,005						5						5						443						284						7,742						1						2
Trading securities			885						(4)						—						(14)						—						867						(4)						—
Equity securities			251						1						—						—						—						252						1						—
Mortgage loans			1,324						(9)						—						(19)						—						1,296						(9)						—
Investment funds			1,034						27						—						—						—						1,061						27						—
Funds withheld at interest – embedded derivative			(1,266)						(31)						—						—						—						(1,297)						—						—
Other investments			338						5						—						—						—						343						5						—
Reinsurance recoverable			1,470						(34)						—						—						—						1,436						—						—
Assets of consolidated VIEs
Trading securities			648						(4)						—						(8)						81						717						(4)						—
Mortgage loans			2,119						(17)						—						11						—						2,113						(17)						—
Investment funds			2,581						5						—						—						(1,235)						1,351						6						—
Other investments			97						2						—						—						—						99						2						—
Total Level 3 assets – Retirement Services			$	50,833					$	(315)					$	(19)					$	7,382					$	(1,620)					$	56,261					$	(192)					$	(20)
(Continued)

47

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Liabilities – Asset Management
Contingent consideration obligations			$	78					$	(9)					$	—					$	—					$	—					$	69					$	—					$	—
Total Level 3 liabilities – Asset Management			$	78					$	(9)					$	—					$	—					$	—					$	69					$	—					$	—
Liabilities – Retirement Services
Interest sensitive contract liabilities
Embedded derivative			$	(6,747)					$	(1,055)					$	—					$	(396)					$	—					$	(8,198)					$	—					$	—
Universal life benefits			(879)						25						—						—						—						(854)						—						—
Future policy benefits
AmerUs Closed Block			(1,190)						31						—						—						—						(1,159)						—						—
ILICO Closed Block and life benefits			(579)						8						—						—						—						(571)						—						—
Derivative liabilities			(1)						—						—						—						—						(1)						—						—
Other liabilities			(189)						(20)						—						—						—						(209)						—						—
Total Level 3 liabilities – Retirement Services			$	(9,585)					$	(1,011)					$	—					$	(396)					$	—					$	(10,992)					$	—					$	—
(Concluded)
1 Related to instruments held at end of period.

			Six months ended June 30, 2024
									Total realized and unrealized gains (losses)
(In millions)			Beginning Balance						Included in Income						Included in OCI						Net Purchases, Issuances, Sales and Settlements						Net Transfers In (Out)						Ending Balance						Total Gains (Losses) Included in Earnings1						Total Gains (Losses) Included in OCI1
Assets – Asset Management
Investments and derivative assets			$	1,201					$	(36)					$	—					$	5					$	—					$	1,170					$	—					$	—
Investments of consolidated VIEs			1,492						(29)						—						114						(70)						1,507						(1)						—
Total Level 3 assets – Asset Management			$	2,693					$	(65)					$	—					$	119					$	(70)					$	2,677					$	(1)					$	—
Assets – Retirement Services
AFS securities
Foreign governments			$	40					$	—					$	—					$	(6)					$	—					$	34					$	—					$	—
Corporate			2,525						(3)						7						6,307						(722)						8,114						(2)						19
ABS			6,943						(15)						1						1,474						17						8,420						—						—
CMBS			21						(1)						—						—						—						20						—						—
RMBS			265						3						1						(6)						(2)						261						—						(1)
Trading securities			28						—						—						(5)						14						37						(1)						—
Equity securities			26						—						—						1						9						36						—						—
Mortgage loans			44,115						(271)						—						8,801						—						52,645						(271)						—
Funds withheld at interest – embedded derivative			(3,379)						96						—						—						—						(3,283)						—						—
Derivative assets			—						—						—						—						1						1						—						—
Short-term investments			105						—						—						(24)						(1)						80						—						—
Other investments			630						(6)						—						280						—						904						(6)						—
Investments in related parties
AFS securities
Corporate			1,171						1						21						1						—						1,194						—						21
CLO			506						—						15						—						—						521						—						15
ABS			7,826						18						(53)						2,789						—						10,580						(6)						(55)
Trading securities			838						(1)						—						(118)						—						719						(1)						—
Equity securities			255						(8)						—						—						—						247						(7)						—
Mortgage loans			1,281						2						—						37						—						1,320						2						—
Investment funds			1,082						(16)						—						—						—						1,066						(16)						—
(Continued)

48

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			Six months ended June 30, 2024
									Total realized and unrealized gains (losses)
(In millions)			Beginning Balance						Included in Income						Included in OCI						Net Purchases, Issuances, Sales and Settlements						Net Transfers In (Out)						Ending Balance						Total Gains (Losses) Included in Earnings1						Total Gains (Losses) Included in OCI1
Funds withheld at interest – embedded derivative			(721)						4						—						—						—						(717)						—						—
Other investments			343						(8)						—						—						—						335						(8)						—
Reinsurance recoverable			1,367						(48)						—						199						—						1,518						—						—
Assets of consolidated VIEs
Trading securities			1,852						(51)						—						69						6						1,876						(52)						—
Mortgage loans			2,173						(49)						—						(4)						—						2,120						(49)						—
Investment funds			977						(65)						—						1						—						913						(64)						—
Other investments			101						(4)						—						16						—						113						(3)						—
Total Level 3 assets – Retirement Services			$	70,370					$	(422)					$	(8)					$	19,812					$	(678)					$	89,074					$	(484)					$	(1)
Liabilities – Asset Management
Contingent consideration obligations			$	93					$	65					$	—					$	(99)					$	—					$	59					$	—					$	—
Total Level 3 liabilities – Asset Management			$	93					$	65					$	—					$	(99)					$	—					$	59					$	—					$	—
Liabilities – Retirement Services
Interest sensitive contract liabilities
Embedded derivative			$	(9,059)					$	(995)					$	—					$	(1,180)					$	—					$	(11,234)					$	—					$	—
Universal life benefits			(834)						65						—						—						—						(769)						—						—
Future policy benefits
AmerUs Closed Block			(1,178)						58						—						—						—						(1,120)						—						—
ILICO Closed Block and life benefits			(522)						(7)						—						—						—						(529)						—						—
Derivative liabilities			(1)						—						—						—						—						(1)						—						—
Other liabilities			(330)						(37)						—						50						64						(253)						—						—
Total Level 3 liabilities – Retirement Services			$	(11,924)					$	(916)					$	—					$	(1,130)					$	64					$	(13,906)					$	—					$	—
(Concluded)
1 Related to instruments held at end of period.

			Six months ended June 30, 2023
									Total realized and unrealized gains (losses)
(In millions)			Beginning Balance						Included in Income						Included in OCI						Net Purchases, Issuances, Sales and Settlements						Net Transfers In (Out)						Ending Balance						Total Gains (Losses) Included in Earnings1						Total Gains (Losses) Included in OCI1
Assets – Asset Management
Investments and derivative assets			$	1,098					$	43					$	—					$	24					$	—					$	1,165					$	46					$	—
Investments of consolidated VIEs			727						32						—						1,851						(2)						2,608						15						—
Total Level 3 assets – Asset Management			$	1,825					$	75					$	—					$	1,875					$	(2)					$	3,773					$	61					$	—
Assets – Retirement Services
AFS securities
Foreign governments			$	1					$	—					$	—					$	47					$	—					$	48					$	—					$	—
Corporate			1,665						(1)						24						1,196						(424)						2,460						—						17
ABS			4,867						—						(50)						1,049						(561)						5,305						—						(46)
CMBS			—						—						—						—						12						12						—						(1)
RMBS			232						6						2						(3)						(231)						6						—						—
(Continued)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			Six months ended June 30, 2023
									Total realized and unrealized gains (losses)
(In millions)			Beginning Balance						Included in Income						Included in OCI						Net Purchases, Issuances, Sales and Settlements						Net Transfers In (Out)						Ending Balance						Total Gains (Losses) Included in Earnings1						Total Gains (Losses) Included in OCI1
Trading securities			53						3						—						(7)						(11)						38						1						—
Equity securities			92						(12)						—						—						(13)						67						(12)						—
Mortgage loans			27,454						56						—						7,158						—						34,668						57						—
Funds withheld at interest – embedded derivative			(4,847)						491						—						—						—						(4,356)						—						—
Short-term investments			36						—						(2)						(30)						26						30						—						—
Other investments			441						—						—						(104)						—						337						(1)						—
Investments in related parties
AFS securities
Corporate			812						1						(8)						151						215						1,171						—						(8)
CLO			303						—						7						185						—						495						—						7
ABS			5,542						9						49						1,858						284						7,742						4						46
Trading securities			878						2						—						(13)						—						867						(1)						—
Equity securities			279						5						—						(32)						—						252						5						—
Mortgage loans			1,302						17						—						(23)						—						1,296						17						—
Investment funds			959						70						—						32						—						1,061						70						—
Funds withheld at interest – embedded derivative			(1,425)						128						—						—						—						(1,297)						—						—
Other investments			303						(2)						—						42						—						343						(2)						—
Reinsurance recoverable			1,388						48						—						—						—						1,436						—						—
Assets of consolidated VIEs
Trading securities			622						8						—						(10)						97						717						8						—
Mortgage loans			2,055						2						—						56						—						2,113						2						—
Investment funds			2,471						23						—						(8)						(1,135)						1,351						23						—
Other investments			99						2						—						(2)						—						99						2						—
Total Level 3 assets – Retirement Services			$	45,582					$	856					$	22					$	11,542					$	(1,741)					$	56,261					$	173					$	15
Liabilities – Asset Management
Contingent consideration obligations			$	86					$	(17)					$	—					$	—					$	—					$	69					$	—					$	—
Total Level 3 liabilities – Asset Management			$	86					$	(17)					$	—					$	—					$	—					$	69					$	—					$	—
Liabilities – Retirement Services
Interest sensitive contract liabilities
Embedded derivative			$	(5,841)					$	(1,528)					$	—					$	(829)					$	—					$	(8,198)					$	—					$	—
Universal life benefits			(829)						(25)						—						—						—						(854)						—						—
Future policy benefits
AmerUs Closed Block			(1,164)						5						—						—						—						(1,159)						—						—
ILICO Closed Block and life benefits			(548)						(23)						—						—						—						(571)						—						—
Derivative liabilities			(1)						—						—						—						—						(1)						—						—
Other liabilities			(142)						(67)						—						—						—						(209)						—						—
Total Level 3 liabilities – Retirement Services			$	(8,525)					$	(1,638)					$	—					$	(829)					$	—					$	(10,992)					$	—					$	—
(Concluded)
1 Related to instruments held at end of period.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following represents the gross components of purchases, issuances, sales and settlements, net, and net transfers in (out) shown above:

			Three months ended June 30, 2024
(In millions)			Purchases						Issuances						Sales						Settlements						Net purchases, issuances, sales and settlements						Transfers In						Transfers Out						Net Transfers In (Out)
Assets – Asset Management
Investments and derivative assets			$	8					$	—					$	—					$	—					$	8					$	—					$	—					$	—
Investments of consolidated VIEs			788						—						(1,292)						—						(504)						—						(70)						(70)
Total Level 3 assets – Asset Management			$	796					$	—					$	(1,292)					$	—					$	(496)					$	—					$	(70)					$	(70)
Assets – Retirement Services
AFS securities
Foreign governments			$	—					$	—					$	—					$	(6)					$	(6)					$	—					$	—					$	—
Corporate			5,549						—						(65)						(21)						5,463						89						(820)						(731)
ABS			1,558						—						(7)						(202)						1,349						205						(270)						(65)
RMBS			—						—						—						(5)						(5)						—						(2)						(2)
Trading securities			—						—						—						(3)						(3)						—						—						—
Equity securities			—						—						—						—						—						9						—						9
Mortgage loans			6,022						—						—						(1,654)						4,368						—						—						—
Short-term investments			1						—						—						(21)						(20)						—						(1)						(1)
Other investments			156						—						—						—						156						—						—						—
Investments in related parties
AFS securities
Corporate			—						—						(1)						(2)						(3)						—						—						—
ABS			1,894						—						(304)						(1,031)						559						—						—						—
Trading securities			2						—						—						(63)						(61)						—						—						—
Mortgage loans			87						—						—						(49)						38						—						—						—
Reinsurance recoverable			—						91						—						(1)						90						—						—						—
Assets of consolidated VIEs
Trading securities			163						—						(32)						(7)						124						—						—						—
Mortgage loans			23						—						—						(43)						(20)						—						—						—
Total Level 3 assets – Retirement Services			$	15,455					$	91					$	(409)					$	(3,108)					$	12,029					$	303					$	(1,093)					$	(790)
Liabilities - Asset Management
Contingent consideration obligations			$	—					$	—					$	—					$	(85)					$	(85)					$	—					$	—					$	—
Total Level 3 liabilities – Asset Management			$	—					$	—					$	—					$	(85)					$	(85)					$	—					$	—					$	—
Liabilities – Retirement Services
Interest sensitive contract liabilities – Embedded derivative			$	—					$	(760)					$	—					$	252					$	(508)					$	—					$	—					$	—
Other liabilities			—						—						—						3						3						—						—						—
Total Level 3 liabilities – Retirement Services			$	—					$	(760)					$	—					$	255					$	(505)					$	—					$	—					$	—

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			Three months ended June 30, 2023
(In millions)			Purchases						Issuances						Sales						Settlements						Net purchases, issuances, sales and settlements						Transfers In						Transfers Out						Net Transfers In (Out)
Assets – Asset Management
Investments and derivative assets			$	18					$	—					$	(1)					$	—					$	17					$	—					$	—					$	—
Investments of consolidated VIEs			1,728						—						(400)						—						1,328						—						—						—
Total Level 3 assets – Asset Management			$	1,746					$	—					$	(401)					$	—					$	1,345					$	—					$	—					$	—
Assets – Retirement Services
AFS securities
Foreign governments			$	53					$	—					$	—					$	(6)					$	47					$	—					$	—					$	—
Corporate			1,104						—						—						(34)						1,070						—						(244)						(244)
ABS			1,033						—						(20)						(119)						894						123						(623)						(500)
CMBS			—						—						—						—						—						12						—						12
RMBS			—						—						—						(3)						(3)						5						(236)						(231)
Trading securities			8						—						—						(11)						(3)						—						(2)						(2)
Mortgage loans			5,783						—						(31)						(838)						4,914						—						—						—
Other investments			325						—						—						(273)						52						—						—						—
Investments in related parties
AFS securities
Corporate			1						—						—						(3)						(2)						215						—						215
ABS			1,072						—						(162)						(467)						443						284						—						284
Trading securities			25						—						(37)						(2)						(14)						—						—						—
Mortgage loans			—						—						—						(19)						(19)						—						—						—
Assets of consolidated VIEs
Trading securities			10						—						(18)						—						(8)						109						(28)						81
Mortgage loans			13						—						—						(2)						11						—						—						—
Investment funds			—						—						—						—						—						327						(1,562)						(1,235)
Total Level 3 assets – Retirement Services			$	9,427					$	—					$	(268)					$	(1,777)					$	7,382					$	1,075					$	(2,695)					$	(1,620)
Liabilities – Retirement Services
Interest sensitive contract liabilities – Embedded derivative			$	—					$	(558)					$	—					$	162					$	(396)					$	—					$	—					$	—
Total Level 3 liabilities – Retirement Services			$	—					$	(558)					$	—					$	162					$	(396)					$	—					$	—					$	—

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			Six months ended June 30, 2024
(In millions)			Purchases						Issuances						Sales						Settlements						Net Purchases, Issuances, Sales and Settlements						Transfers In						Transfers Out						Net Transfers In (Out)
Assets – Asset Management
Investments and derivative assets			$	20					$	—					$	(15)					$	—					$	5					$	—					$	—					$	—
Investments of consolidated VIEs			2,089						—						(1,975)						—						114						—						(70)						(70)
Total Level 3 assets – Asset Management			$	2,109					$	—					$	(1,990)					$	—					$	119					$	—					$	(70)					$	(70)
Assets – Retirement Services
AFS securities
Foreign governments			$	—					$	—					$	—					$	(6)					$	(6)					$	—					$	—					$	—
Corporate			6,471						—						(67)						(97)						6,307						98						(820)						(722)
ABS			1,871						—						(7)						(390)						1,474						546						(529)						17
RMBS			—						—						—						(6)						(6)						—						(2)						(2)
Trading securities			—						—						—						(5)						(5)						14						—						14
Equity securities			2						—						(1)						—						1						9						—						9
Mortgage loans			11,708						—						(26)						(2,881)						8,801						—						—						—
Derivative assets			—						—						—						—						—						1						—						1
Short-term investments			3						—						(6)						(21)						(24)						—						(1)						(1)
Other investments			280						—						—						—						280						—						—						—
Investments in related parties
AFS securities
Corporate			6						—						(1)						(4)						1						—						—						—
ABS			4,587						—						(504)						(1,294)						2,789						—						—						—
Trading securities			4						—						—						(122)						(118)						—						—						—
Mortgage loans			87						—						—						(50)						37						—						—						—
Reinsurance recoverable			—						200						—						(1)						199						—						—						—
Assets of consolidated VIEs
Trading securities			163						—						(87)						(7)						69						6						—						6
Mortgage loans			55						—						—						(59)						(4)						—						—						—
Investment funds			1						—						—						—						1						—						—						—
Other investments			19						—						(3)						—						16						—						—						—
Total Level 3 assets – Retirement Services			$	25,257					$	200					$	(702)					$	(4,943)					$	19,812					$	674					$	(1,352)					$	(678)
Liabilities - Asset Management
Contingent consideration obligations			$	—					$	—					$	—					$	(99)					$	(99)					$	—					$	—					$	—
Total Level 3 liabilities – Asset Management			$	—					$	—					$	—					$	(99)					$	(99)					$	—					$	—					$	—
Liabilities – Retirement Services
Interest sensitive contract liabilities – embedded derivative			$	—					$	(1,658)					$	—					$	478					$	(1,180)					$	—					$	—					$	—
Other liabilities			—						—						—						50						50						64						—						64
Total Level 3 liabilities – Retirement Services			$	—					$	(1,658)					$	—					$	528					$	(1,130)					$	64					$	—					$	64

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			Six months ended June 30, 2023
(In millions)			Purchases						Issuances						Sales						Settlements						Net Purchases, Issuances, Sales and Settlements						Transfers In						Transfers Out						Net Transfers In (Out)
Assets – Asset Management
Investments and derivative assets			$	26					$	—					$	(2)					$	—					$	24					$	—					$	—					$	—
Investments of consolidated VIEs			2,599						—						(748)						—						1,851						—						(2)						(2)
Total Level 3 assets – Asset Management			$	2,625					$	—					$	(750)					$	—					$	1,875					$	—					$	(2)					$	(2)
Assets – Retirement Services
AFS securities
Foreign governments			$	53					$	—					$	—					$	(6)					$	47					$	—					$	—					$	—
Corporate			1,312						—						—						(116)						1,196						29						(453)						(424)
ABS			1,331						—						(20)						(262)						1,049						338						(899)						(561)
CMBS			—						—						—						—						—						12						—						12
RMBS			1						—						—						(4)						(3)						5						(236)						(231)
Trading securities			8						—						—						(15)						(7)						5						(16)						(11)
Equity securities			—						—						—						—						—						—						(13)						(13)
Mortgage loans			8,665						—						(63)						(1,444)						7,158						—						—						—
Short-term investments			—						—						—						(30)						(30)						26						—						26
Other investments			327						—						—						(431)						(104)						—						—						—
Investments in related parties
AFS securities
Corporate			157						—						—						(6)						151						215						—						215
CLO			185						—						—						—						185						—						—						—
ABS			2,706						—						(162)						(686)						1,858						284						—						284
Trading securities			27						—						(37)						(3)						(13)						—						—						—
Equity securities			—						—						—						(32)						(32)						—						—						—
Mortgage loans			—						—						—						(23)						(23)						—						—						—
Investment funds			32						—						—						—						32						—						—						—
Other investments			42						—						—						—						42						—						—						—
Assets of consolidated VIEs
Trading securities			20						—						(30)						—						(10)						128						(31)						97
Mortgage loans			59						—						—						(3)						56						—						—						—
Investment funds			—						—						(8)						—						(8)						475						(1,610)						(1,135)
Other investments			5						—						(7)						—						(2)						—						—						—
Total Level 3 assets – Retirement Services			$	14,930					$	—					$	(327)					$	(3,061)					$	11,542					$	1,517					$	(3,258)					$	(1,741)
Liabilities – Retirement Services
Interest sensitive contract liabilities – Embedded derivative			$	—					$	(1,135)					$	—					$	306					$	(829)					$	—					$	—					$	—
Total Level 3 liabilities – Retirement Services			$	—					$	(1,135)					$	—					$	306					$	(829)					$	—					$	—					$	—

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Fair Value Option – Retirement Services

The following represents the gains (losses) recorded for instruments for which Athene has elected the fair value option, including related parties and VIEs:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Trading securities			$	(40)					$	(32)					$	(100)					$	32
Mortgage loans			82						(221)						(318)						75
Investment funds			3						25						(25)						89
Future policy benefits			31						31						58						5
Other			(11)						(21)						4						(67)
Total gains (losses)			$	65					$	(218)					$	(381)					$	134

Gains and losses on trading securities, mortgage loans, and other are recorded in investment related gains (losses) on the condensed consolidated statements of operations. Gains and losses related to investment funds are recorded in net investment income on the condensed consolidated statements of operations. Gains and losses related to investments of consolidated VIEs are recorded in revenues of consolidated VIEs on the condensed consolidated statements of operations. The change in fair value of future policy benefits is recorded to future policy and other policy benefits on the condensed consolidated statements of operations.

The following summarizes information for fair value option mortgage loans, including related parties and VIEs:

(In millions)			June 30, 2024						December 31, 2023
Unpaid principal balance			$	59,391					$	50,752
Mark to fair value			(3,306)						(3,183)
Fair value			$	56,085					$	47,569

The following represents the commercial mortgage loan portfolio 90 days or more past due and/or in non-accrual status:

(In millions)			June 30, 2024						December 31, 2023
Unpaid principal balance of commercial mortgage loans 90 days or more past due and/or in non-accrual status			$	518					$	221
Mark to fair value of commercial mortgage loans 90 days or more past due and/or in non-accrual status			(220)						(74)
Fair value of commercial mortgage loans 90 days or more past due and/or in non-accrual status			$	298					$	147
Fair value of commercial mortgage loans 90 days or more past due			$	143					$	64
Fair value of commercial mortgage loans in non-accrual status			298						147

The following represents the residential loan portfolio 90 days or more past due and/or in non-accrual status:

(In millions)			June 30, 2024						December 31, 2023
Unpaid principal balance of residential mortgage loans 90 days or more past due and/or in non-accrual status			$	749					$	528
Mark to fair value of residential mortgage loans 90 days or more past due and/or in non-accrual status			(63)						(49)
Fair value of residential mortgage loans 90 days or more past due and/or in non-accrual status			$	686					$	479
Fair value of residential mortgage loans 90 days or more past due1			$	686					$	479
Fair value of residential mortgage loans in non-accrual status			593						355
1 As of June 30, 2024 and December 31, 2023, includes $93 million and $124 million, respectively, of residential mortgage loans that are guaranteed by U.S. government-sponsored agencies.

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The following is the estimated amount of gains (losses) included in earnings during the period attributable to changes in instrument-specific credit risk on our mortgage loan portfolio:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Mortgage loans			$	3					$	(8)					$	(30)					$	(11)

The portion of gains and losses attributable to changes in instrument-specific credit risk is estimated by identifying commercial loans with loan-to-value ratios meeting credit quality criteria, and residential mortgage loans with delinquency status meeting credit quality criteria.

Financial Instruments Without Readily Determinable Fair Values

Athene elected the measurement alternative for certain equity securities that do not have a readily determinable fair value. The equity securities are held at cost less any impairment. The carrying amount of the equity securities was $358 million, net of an impairment of $42 million, as of June 30, 2024 and December 31, 2023.

Fair Value of Financial Instruments Not Carried at Fair Value – Retirement Services

The following represents Athene’s financial instruments not carried at fair value on the condensed consolidated statements of financial condition:

			June 30, 2024
(In millions)			Carrying Value						Fair Value						NAV						Level 1						Level 2						Level 3
Financial assets
Investment funds			$	107					$	107					$	107					$	—					$	—					$	—
Policy loans			325						325						—						—						325						—
Funds withheld at interest			25,110						25,110						—						—						—						25,110
Short-term investments			224						224						—						—						—						224
Other investments			27						36						—						—						—						36
Investments in related parties
Investment funds			553						553						553						—						—						—
Funds withheld at interest			6,336						6,336						—						—						—						6,336
Short-term investments			756						756						—						—						756						—
Total financial assets not carried at fair value			$	33,438					$	33,447					$	660					$	—					$	1,081					$	31,706
Financial liabilities
Interest sensitive contract liabilities			$	175,038					$	164,691					$	—					$	—					$	—					$	164,691
Debt			5,733						5,212						—						590						4,622						—
Securities to repurchase			3,866						3,866						—						—						3,866						—
Funds withheld liability			2,385						2,385						—						—						—						2,385
Total financial liabilities not carried at fair value			$	187,022					$	176,154					$	—					$	590					$	8,488					$	167,076

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			December 31, 2023
(In millions)			Carrying Value						Fair Value						NAV						Level 1						Level 2						Level 3
Financial assets
Investment funds			$	109					$	109					$	109					$	—					$	—					$	—
Policy loans			334						334						—						—						334						—
Funds withheld at interest			27,738						27,738						—						—						—						27,738
Other investments			46						52						—						—						—						52
Investments in related parties
Investment funds			550						550						550						—						—						—
Funds withheld at interest			7,195						7,195						—						—						—						7,195
Short-term investments			947						947						—						—						947						—
Total financial assets not carried at fair value			$	36,919					$	36,925					$	659					$	—					$	1,281					$	34,985
Financial liabilities
Interest sensitive contract liabilities			$	154,095					$	146,038					$	—					$	—					$	—					$	146,038
Debt			4,209						3,660						—						—						3,660						—
Securities to repurchase			3,853						3,853						—						—						3,853						—
Funds withheld liability			350						350						—						—						350						—
Total financial liabilities not carried at fair value			$	162,507					$	153,901					$	—					$	—					$	7,863					$	146,038

The fair value for financial instruments not carried at fair value are estimated using the same methods and assumptions as those carried at fair value. The financial instruments presented above are reported at carrying value on the condensed consolidated statements of financial condition; however, in the case of policy loans, funds withheld at interest and liability, short-term investments, and securities to repurchase, the carrying amount approximates fair value.

Interest sensitive contract liabilities – The carrying and fair value of interest sensitive contract liabilities above includes fixed indexed and traditional fixed annuities without mortality or morbidity risks, funding agreements and payout annuities without life contingencies. The embedded derivatives within fixed indexed annuities without mortality or morbidity risks are excluded, as they are carried at fair value. The valuation of these investment contracts is based on discounted cash flow methodologies using significant unobservable inputs. The estimated fair value is determined using current market risk-free interest rates, adding a spread to reflect nonperformance risk and subtracting a risk margin to reflect uncertainty inherent in the projected cash flows.

Debt – The fair value of debt is obtained from commercial pricing services. See note 11 for further information on debt.

Significant Unobservable Inputs

Asset Management

Discounted Cash Flow and Direct Capitalization Model

When a discounted cash flow or direct capitalization model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows or the capitalization rate, respectively. Increases in the discount or capitalization rate can significantly lower the fair value of an investment and the contingent consideration obligations; conversely decreases in the discount or capitalization rate can significantly increase the fair value of an investment and the contingent consideration obligations. See note 16 for further discussion of the contingent consideration obligations.

Option Model

When an option model is used to determine fair value, the significant input used in the valuation model is the volatility rate applied to present value the projected cash flows. Increases in the volatility rate can significantly lower the fair value of an investment and the contingent consideration obligations; conversely decreases in the discount or capitalization rate can significantly increase the fair value of an investment and the contingent consideration obligations.

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Consolidated VIEs’ Investments

The significant unobservable input used in the fair value measurement of the equity securities, bank loans and bonds is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value, which would result in a significantly lower or higher fair value measurement. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks.

NAV

Certain investments and investments of VIEs are valued using the NAV per share equivalent calculated by the investment manager as a practical expedient to determine an independent fair value.

Retirement Services

AFS, trading and equity securities

Athene uses discounted cash flow models to calculate the fair value for certain fixed maturity and equity securities. The discount rate is a significant unobservable input because the credit spread includes adjustments made to the base rate. The base rate represents a market comparable rate for securities with similar characteristics. This excludes assets for which fair value is provided by independent broker quotes.

Mortgage loans

Athene uses discounted cash flow models from independent commercial pricing services to calculate the fair value of its mortgage loan portfolio. The discount rate is a significant unobservable input. This approach uses market transaction information and client portfolio-oriented information, such as prepayments or defaults, to support the valuations.

Interest sensitive contract liabilities – embedded derivative

Significant unobservable inputs used in the fixed indexed annuities embedded derivative of the interest sensitive contract liabilities valuation include:

1.Nonperformance risk – For contracts Athene issues, it uses the credit spread, relative to the U.S. Treasury curve based on Athene’s public credit rating as of the valuation date. This represents Athene’s credit risk for use in the estimate of the fair value of embedded derivatives.

2.Option budget – Athene assumes future hedge costs in the derivative’s fair value estimate. The level of option budgets determines the future costs of the options and impacts future policyholder account value growth.

3.Policyholder behavior – Athene regularly reviews the full withdrawal (surrender rate) assumptions. These are based on initial pricing assumptions updated for actual experience. Actual experience may be limited for recently issued products.

Valuation of Underlying Investments

Asset Management

As previously noted, the underlying entities that Apollo manages and invests in are primarily investment companies that account for their investments at estimated fair value.

On a quarterly basis, valuation committees consisting of members from senior management review and approve the valuation results related to the investments of the funds Apollo manages. Apollo also retains external valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the external valuation firms assist management with validating their valuation results or determining fair value. Apollo performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

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Yield Investments

Yield investments are generally valued based on third-party vendor prices and/or quoted market prices and valuation models. Valuations using quoted market prices are based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments. Apollo will designate certain brokers to use to value specific securities. In determining the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service. When relying on a third-party vendor as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population, if available, and (iii) validates the valuation levels with Apollo’s pricing team and traders.

Debt securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model-based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the income approach, as described below. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

Equity and Hybrid Investments

The majority of illiquid equity and hybrid investments are valued using the market approach and/or the income approach, as described below.

Market Approach

The market approach is driven by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to any of the following factors: (1) the subject company’s historical and projected financial data; (2) valuations given to comparable companies; (3) the size and scope of the subject company’s operations; (4) the subject company’s individual strengths and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the subject company’s securities; (6) applicable restrictions on transfer; (7) industry and market information; (8) general economic and market conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above.

Enterprise value as a multiple of EBITDA is common and relevant for most companies and industries, however, other industry specific multiples are employed where available and appropriate. Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports and press releases. Once a comparable company set is determined, Apollo reviews certain aspects of the subject company’s performance and determines how its performance compares to the group and to certain individuals in the group. Apollo compares certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, Apollo compares the entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.

Income Approach

The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology for the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results, the determination of a terminal value and a calculated discount rate, which is normally based on the subject company’s WACC. The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market

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risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.

The value of liquid investments, where the primary market is an exchange (whether foreign or domestic), is determined using period end market prices. Such prices are generally based on the close price on the date of determination.

Certain of the funds Apollo manages may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of the period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

Retirement Services

NAV

Investment funds are typically measured using NAV as a practical expedient in determining fair value and are not classified in the fair value hierarchy. The carrying value reflects a pro rata ownership percentage as indicated by NAV in the investment fund financial statements, which may be adjusted if it is determined NAV is not calculated consistent with investment company fair value principles. The underlying investments of the investment funds may have significant unobservable inputs, which may include but are not limited to, comparable multiples and WACC rates applied in valuation models or a discounted cash flow model.

AFS and trading securities

The fair values for most marketable securities without an active market are obtained from several commercial pricing services. These are classified as Level 2 assets. The pricing services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, trading activity, credit quality, issuer spreads, bids, offers and other reference data. This category typically includes U.S. and non-U.S. corporate bonds, U.S. agency and government guaranteed securities, CLO, ABS, CMBS and RMBS.

Athene also has fixed maturity securities priced based on indicative broker quotes or by employing market accepted valuation models. For certain fixed maturity securities, the valuation model uses significant unobservable inputs and these are included in Level 3 in the fair value hierarchy. Significant unobservable inputs used include discount rates, issue-specific credit adjustments, material non-public financial information, estimation of future earnings and cash flows, default rate assumptions, liquidity assumptions and indicative quotes from market makers. These inputs are usually considered unobservable, as not all market participants have access to this data.

Privately placed fixed maturity securities are valued based on the credit quality and duration of comparable marketable securities, which may be securities of another issuer with similar characteristics. In some instances, a matrix-based pricing model is used. These models consider the current level of risk-free interest rates, corporate spreads, credit quality of the issuer and cash flow characteristics of the security. Additional factors such as net worth of the borrower, value of collateral, capital structure of the borrower, presence of guarantees and Athene’s evaluation of the borrower’s ability to compete in its relevant market are also considered. Privately placed fixed maturity securities are classified as Level 2 or 3.

Equity securities

Fair values of publicly traded equity securities are based on quoted market prices and classified as Level 1. Other equity securities, typically private equities or equity securities not traded on an exchange, are valued based on other sources, such as commercial pricing services or brokers, and are classified as Level 2 or 3.

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Mortgage loans

Athene estimates fair value monthly using discounted cash flow analysis and rates being offered for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations. The discounted cash flow model uses unobservable inputs, including estimates of discount rates and loan prepayments. Mortgage loans are classified as Level 3.

Investment funds

Certain investment funds for which Athene has elected the fair value option are included in Level 3 and are priced based on market accepted valuation models. The valuation models use significant unobservable inputs, which include material non-public financial information, estimation of future distributable earnings and demographic assumptions. These inputs are usually considered unobservable, as not all market participants have access to this data.

Other investments

The fair values of other investments are determined using a discounted cash flow model using discount rates for similar investments.

Funds withheld at interest embedded derivatives

Funds withheld at interest embedded derivatives represent the right to receive or obligation to pay the total return on the assets supporting the funds withheld at interest or funds withheld liability, respectively, and are analogous to a total return swap with a floating rate leg. The fair value of embedded derivatives on funds withheld and modco agreements is measured as the unrealized gain (loss) on the underlying assets and classified as Level 3.

Derivatives

Derivative contracts can be exchange traded or over the counter. Exchange-traded derivatives typically fall within Level 1 of the fair value hierarchy depending on trading activity. Over-the-counter derivatives are valued using valuation models or an income approach using third-party broker valuations. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlation of the inputs. Athene considers and incorporates counterparty credit risk in the valuation process through counterparty credit rating requirements and monitoring of overall exposure. Athene also evaluates and includes its own nonperformance risk in valuing derivatives. The majority of Athene’s derivatives trade in liquid markets; therefore, it can verify model inputs and model selection does not involve significant management judgment. These are typically classified within Level 2 of the fair value hierarchy.

Interest sensitive contract liabilities embedded derivatives

Embedded derivatives related to interest sensitive contract liabilities with fixed indexed annuity products are classified as Level 3. The valuations include significant unobservable inputs associated with economic assumptions and actuarial assumptions for policyholder behavior.

AmerUs Closed Block

Athene elected the fair value option for the future policy benefits liability in the AmerUs Closed Block. The valuation technique is to set the fair value of policyholder liabilities equal to the fair value of assets. There is an additional component which captures the fair value of the open block’s obligations to the closed block business. This component is the present value of the projected release of required capital and future earnings before income taxes on required capital supporting the AmerUs Closed Block, discounted at a rate which represents a market participant’s required rate of return, less the initial required capital. Unobservable inputs include estimates for these items. The AmerUs Closed Block policyholder liabilities and any corresponding reinsurance recoverable are classified as Level 3.

ILICO Closed Block

Athene elected the fair value option for the ILICO Closed Block. The valuation technique is to set the fair value of policyholder liabilities equal to the fair value of assets. There is an additional component which captures the fair value of the open block’s

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obligations to the closed block business. This component uses the present value of future cash flows which include commissions, administrative expenses, reinsurance premiums and benefits, and an explicit cost of capital. The discount rate includes a margin to reflect the business and nonperformance risk. Unobservable inputs include estimates for these items. The ILICO Closed Block policyholder liabilities and corresponding reinsurance recoverable are classified as Level 3.

Universal life liabilities and other life benefits

Athene elected the fair value option for certain blocks of universal and other life business ceded to Global Atlantic. Athene uses a present value of liability cash flows. Unobservable inputs include estimates of mortality, persistency, expenses, premium payments and a risk margin used in the discount rates that reflect the riskiness of the business. The universal life policyholder liabilities and corresponding reinsurance recoverable are classified as Level 3.

Other liabilities

Other liabilities include funds withheld liability embedded derivatives, as described above in funds withheld at interest embedded derivatives, and a ceded modco agreement of certain inforce funding agreement contracts for which Athene elected the fair value option. Athene estimates the fair value of the ceded modco agreement by discounting projected cash flows for net settlements and certain periodic and non-periodic payments. Unobservable inputs include estimates for asset portfolio returns and economic inputs used in the discount rate, including risk margin. Depending on the projected cash flows and other assumptions, the contract may be recorded as an asset or liability. The estimate is classified as Level 3.

7. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired

The following represents a rollforward of DAC and DSI by product, and a rollforward of VOBA. See note 8 for more information on Athene’s products.

			Six months ended June 30, 2024
			DAC																								DSI						VOBA						Total DAC, DSI and VOBA
(In millions)			Traditional deferred annuities						Indexed annuities						Funding agreements						Other investment-type						Indexed annuities
Balance at December 31, 2023			$	890					$	1,517					$	10					$	11					$	970					$	2,581					$	5,979
Additions			279						525						24						—						328						—						1,156
Amortization			(109)						(82)						(5)						(1)						(55)						(182)						(434)
Other			(2)						—						—						—						—						—						(2)
Balance at June 30, 2024			$	1,058					$	1,960					$	29					$	10					$	1,243					$	2,399					$	6,699

    

			Six months ended June 30, 2023
			DAC																								DSI						VOBA						Total DAC, DSI and VOBA
(In millions)			Traditional deferred annuities						Indexed annuities						Funding agreements						Other investment-type						Indexed annuities
Balance at December 31, 2022			$	304					$	755					$	11					$	9					$	399					$	2,988					$	4,466
Additions			298						405						1						2						285						—						991
Amortization			(42)						(41)						(2)						—						(23)						(183)						(291)
Balance at June 30, 2023			$	560					$	1,119					$	10					$	11					$	661					$	2,805					$	5,166

Deferred costs related to universal life-type policies and investment contracts with significant revenue streams from sources other than investment of the policyholder funds, including traditional deferred annuities and indexed annuities, are amortized on a constant-level basis for a cohort of contracts using initial premium or deposit. Significant inputs and assumptions are required for determining the expected duration of the cohort and involves using accepted actuarial methods to determine decrement rates related to policyholder behavior for lapses, withdrawals (surrenders) and mortality. The assumptions used to determine the amortization of DAC and DSI are consistent with those used to estimate the related liability balance.

Deferred costs related to investment contracts without significant revenue streams from sources other than investment of policyholder funds are amortized using the effective interest method, which primarily includes funding agreements. The

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effective interest method requires inputs to project future cash flows, which for funding agreements includes contractual terms of notional value, periodic interest payments based on either fixed or floating interest rates, and duration. For other investment-type contracts which include immediate annuities and assumed endowments without significant mortality risks, assumptions are required related to policyholder behavior for lapses and withdrawals (surrenders).

8. Long-duration Contracts

Interest sensitive contract liabilities – Interest sensitive contract liabilities primarily include:

▪traditional deferred annuities,

▪indexed annuities consisting of fixed indexed and index-linked variable annuities,

▪funding agreements, and

▪other investment-type contracts comprising of immediate annuities without significant mortality risk (which includes pension group annuities without life contingencies) and assumed endowments without significant mortality risks.

The following represents a rollforward of the policyholder account balance by product within interest sensitive contract liabilities. Where explicit policyholder account balances do not exist, the disaggregated rollforward represents the recorded reserve.

			Six months ended June 30, 2024
(In millions, except percentages)			Traditional Deferred Annuities						Indexed Annuities												Funding Agreements						Other Investment-type						Total
Balance at December 31, 2023			$	64,763					$	93,147											$	32,350					$	7,629					$	197,889
Deposits			13,436						8,823												14,511						708						37,478
Policy charges			(1)						(342)												—						—						(343)
Surrenders and withdrawals			(2,511)						(6,350)												—						(44)						(8,905)
Benefit payments			(557)						(845)												(6,032)						(113)						(7,547)
Interest credited			1,466						1,400												703						100						3,669
Foreign exchange			(357)						(4)												(180)						(583)						(1,124)
Other			—						—												(64)						(50)						(114)
Balance at June 30, 2024			$	76,239					$	95,829											$	41,288					$	7,647					$	221,003
Weighted average crediting rate			4.2		%				2.5		%										4.3		%				2.7		%
Net amount at risk			$	427					$	15,185											$	—					$	71
Cash surrender value			71,380						87,449												—						6,404

			Six months ended June 30, 2023
(In millions, except percentages)			Traditional Deferred Annuities						Indexed Annuities												Funding Agreements						Other Investment-type						Total
Balance at December 31, 2022			$	43,518					$	92,660											$	27,439					$	4,722					$	168,339
Deposits			12,174						5,808												1,648						2,607						22,237
Policy charges			(1)						(318)												—						—						(319)
Surrenders and withdrawals			(4,986)						(5,563)												(110)						(11)						(10,670)
Benefit payments			(505)						(826)												(1,910)						(167)						(3,408)
Interest credited			802						364												401						71						1,638
Foreign exchange			(31)						—												161						(218)						(88)
Other			(54)						—												(11)						(37)						(102)
Balance at June 30, 2023			$	50,917					$	92,125											$	27,618					$	6,967					$	177,627
Weighted average crediting rate			3.5		%				2.3		%										2.7		%				2.9		%
Net amount at risk			$	424					$	14,158											$	—					$	104
Cash surrender value			48,135						84,200												—						4,442

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The following is a reconciliation of interest sensitive contract liabilities to the condensed consolidated statements of financial condition:

			June 30,
(In millions)			2024						2023
Traditional deferred annuities			$	76,239					$	50,917
Indexed annuities			95,829						92,125
Funding agreements			41,288						27,618
Other investment-type			7,647						6,967
Reconciling items1			7,386						6,732
Interest sensitive contract liabilities			$	228,389					$	184,359
1 Reconciling items primarily include embedded derivatives in indexed annuities, unaccreted host contract adjustments on indexed annuities, negative VOBA, sales inducement liabilities, and wholly ceded universal life insurance contracts.

The following represents policyholder account balances by range of guaranteed minimum crediting rates, as well as the related range of the difference between rates being credited to policyholders and the respective guaranteed minimums:

			June 30, 2024
(In millions)			At Guaranteed Minimum						1 Basis Point – 100 Basis Points Above Guaranteed Minimum						Greater than 100 Basis Points Above Guaranteed Minimum						Total
< 2.0%			$	26,755					$	16,839					$	118,863					$	162,457
2.0% – < 4.0%			23,066						2,442						1,703						27,211
4.0% – < 6.0%			22,002						59						1						22,062
6.0% and greater			9,273						—						—						9,273
Total			$	81,096					$	19,340					$	120,567					$	221,003

			June 30, 2023
(In millions)			At Guaranteed Minimum						1 Basis Point – 100 Basis Points Above Guaranteed Minimum						Greater than 100 Basis Points Above Guaranteed Minimum						Total
< 2.0%			$	27,210					$	19,740					$	86,622					$	133,572
2.0% – < 4.0%			29,994						2,285						408						32,687
4.0% – < 6.0%			10,141						9						1						10,151
6.0% and greater			1,217						—						—						1,217
Total			$	68,562					$	22,034					$	87,031					$	177,627

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Future policy benefits – Future policy benefits consist primarily of payout annuities, including single premium immediate annuities with life contingencies (which include pension group annuities with life contingencies), and whole life insurance contracts.

The following is a rollforward by product within future policy benefits:

			Six months ended June 30, 2024
(In millions, except percentages and years)			Payout Annuities with Life Contingencies						Whole Life						Total
Present value of expected net premiums
Beginning balance			$	—					$	1,182					$	1,182
Effect of changes in discount rate assumptions			—						(45)						(45)
Effect of foreign exchange on the change in discount rate assumptions			—						(2)						(2)
Beginning balance at original discount rate			—						1,135						1,135
Effect of actual to expected experience			—						(6)						(6)
Adjusted balance			—						1,129						1,129
Interest accrual			—						11						11
Net premium collected			—						(98)						(98)
Foreign exchange			—						(135)						(135)
Ending balance at original discount rate			—						907						907
Effect of changes in discount rate assumptions			—						38						38
Effect of foreign exchange on the change in discount rate assumptions			—						(3)						(3)
Ending balance			$	—					$	942					$	942
Present value of expected future policy benefits
Beginning balance			$	45,001					$	3,371					$	48,372
Effect of changes in discount rate assumptions			6,233						(89)						6,144
Effect of foreign exchange on the change in discount rate assumptions			1						(6)						(5)
Beginning balance at original discount rate			51,235						3,276						54,511
Effect of actual to expected experience			(29)						(9)						(38)
Adjusted balance			51,206						3,267						54,473
Issuances			670						—						670
Interest accrual			901						35						936
Benefit payments			(2,243)						(44)						(2,287)
Foreign exchange			(6)						(404)						(410)
Ending balance at original discount rate			50,528						2,854						53,382
Effect of changes in discount rate assumptions			(7,537)						(45)						(7,582)
Effect of foreign exchange on the change in discount rate assumptions			1						(1)						—
Ending balance			$	42,992					$	2,808					$	45,800
Net future policy benefits			$	42,992					$	1,866					$	44,858
Weighted-average liability duration (in years)			9.4						32.2
Weighted-average interest accretion rate			3.7		%				4.8		%
Weighted-average current discount rate			5.6		%				4.4		%
Expected future gross premiums, undiscounted			$	—					$	1,201
Expected future gross premiums, discounted1			—						992
Expected future benefit payments, undiscounted			74,184						10,247
1 Discounted at the original discount rate.

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			Six months ended June 30, 2023
(In millions, except percentages and years)			Payout Annuities with Life Contingencies						Whole Life						Total
Present value of expected future policy benefits
Beginning balance			$	36,422					$	—					$	36,422
Effect of changes in discount rate assumptions			8,425						—						8,425
Effect of foreign exchange on the change in discount rate assumptions			(13)						—						(13)
Beginning balance at original discount rate			44,834						—						44,834
Effect of actual to expected experience			(60)						—						(60)
Adjusted balance			44,774						—						44,774
Issuances			9,097						—						9,097
Interest accrual			751						—						751
Benefit payments			(1,748)						—						(1,748)
Foreign exchange			33						—						33
Ending balance at original discount rate			52,907						—						52,907
Effect of changes in discount rate assumptions			(8,436)						—						(8,436)
Effect of foreign exchange on the change in discount rate assumptions			(2)						—						(2)
Ending balance			$	44,469					$	—					$	44,469
Net future policy benefits			$	44,469					$	—					$	44,469
Weighted-average liability duration (in years)			9.6						0.0
Weighted-average interest accretion rate			3.5		%				—		%
Weighted-average current discount rate			5.5		%				—		%
Expected future benefit payments, undiscounted			$	77,248					$	—

The following is a reconciliation of future policy benefits to the condensed consolidated statements of financial condition:

			June 30,
(In millions)			2024						2023
Payout annuities with life contingencies			$	42,992					$	44,469
Whole life			1,866						—
Reconciling items1			5,941						5,815
Future policy benefits			$	50,799					$	50,284
1 Reconciling items primarily include the deferred profit liability and negative VOBA associated with the liability for future policy benefits. Additionally, it includes term life reserves, fully ceded whole life reserves, and reserves for immaterial lines of business including accident and health and disability, as well as other insurance benefit reserves for no-lapse guarantees with universal life contracts, all of which are fully ceded.

The following is a reconciliation of premiums and interest expense relating to future policy benefits to the condensed consolidated statements of operations:

			Premiums												Interest expense
			Six months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Payout annuities with life contingencies			$	655					$	9,123					$	901					$	751
Whole life			105						—						23						—
Reconciling items1			14						14						—						—
Total			$	774					$	9,137					$	924					$	751
1 Reconciling items primarily relate to immaterial lines of business including term life, fully ceded whole life, and accident and health and disability.

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Significant assumptions and inputs to the calculation of future policy benefits for payout annuities with life contingencies include policyholder demographic data, assumptions for policyholder longevity and policyholder utilization for contracts with deferred lives, and discount rates. For whole life products, significant assumptions and inputs include policyholder demographic data, assumptions for mortality, morbidity, and lapse and discount rates.

Athene bases certain key assumptions related to policyholder behavior on industry standard data adjusted to align with actual company experience, if necessary. At least annually, Athene reviews all significant cash flow assumptions and updates as necessary, unless emerging experience indicates a more frequent review is necessary. The discount rate reflects market observable inputs from upper-medium grade fixed income instrument yields and is interpolated, where necessary, to conform to the duration of Athene’s liabilities.

During the six months ended June 30, 2024, the present value of expected future policy benefits decreased by $2,572 million, which was driven by $2,287 million of benefit payments and a $1,431 million change in discount rate assumptions related to an increase in market observable rates, partially offset by $936 million of interest accrual.

During the six months ended June 30, 2023, the present value of expected future policy benefits increased by $8,047 million, which was driven by $9,097 million of issuances, primarily pension group annuities, and $751 million of interest accrual, partially offset by $1,748 million of benefit payments.

The following is a summary of remeasurement gains (losses) included within future policy and other policy benefits on the condensed consolidated statements of operations:

			Six months ended June 30,
(In millions)			2024						2023
Reserves			$	32					$	60
Deferred profit liability			(29)						(44)
Negative VOBA			(10)						(10)
Total remeasurement gains (losses)			$	(7)					$	6

During the six months ended June 30, 2024 and 2023, Athene recorded reserve increases of $35 million and $111 million, respectively, on the condensed consolidated statements of operations as a result of the present value of benefits and expenses exceeding the present value of gross premiums.

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Market risk benefits – Athene issues and reinsures traditional deferred and indexed annuity products that contain GLWB and GMDB riders that meet the criteria to be classified as market risk benefits.

The following is a rollfoward of net market risk benefit liabilities by product:

			Six months ended June 30, 2024
(In millions, except years)			Traditional Deferred Annuities						Indexed Annuities												Total
Balance at December 31, 2023			$	192					$	3,181											$	3,373
Effect of changes in instrument-specific credit risk			2						(10)												(8)
Balance, beginning of period, before changes in instrument-specific credit risk			194						3,171												3,365
Issuances			—						159												159
Interest accrual			5						94												99
Attributed fees collected			1						174												175
Benefit payments			(2)						(27)												(29)
Effect of changes in interest rates			(11)						(372)												(383)
Effect of changes in equity			—						(81)												(81)
Effect of actual policyholder behavior compared to expected behavior			4						45												49
Balance, end of period, before changes in instrument-specific credit risk			191						3,163												3,354
Effect of changes in instrument-specific credit risk			(2)						4												2
Balance at June 30, 2024			189						3,167												3,356
Less: Reinsurance recoverable			—						(18)												(18)
Balance at June 30, 2024, net of reinsurance			$	189					$	3,149											$	3,338
Net amount at risk			$	427					$	15,185
Weighted-average attained age of contract holders (in years)			76						69

			Six months ended June 30, 2023
(In millions, except years)			Traditional Deferred Annuities						Indexed Annuities												Total
Balance at December 31, 2022			$	170					$	2,319											$	2,489
Effect of changes in instrument-specific credit risk			13						353												366
Balance, beginning of period, before changes in instrument-specific credit risk			183						2,672												2,855
Issuances			—						31												31
Interest accrual			5						70												75
Attributed fees collected			1						165												166
Benefit payments			(1)						(15)												(16)
Effect of changes in interest rates			3						71												74
Effect of changes in equity			—						(61)												(61)
Effect of actual policyholder behavior compared to expected behavior			3						35												38
Balance, end of period, before changes in instrument-specific credit risk			194						2,968												3,162
Effect of changes in instrument-specific credit risk			(15)						(385)												(400)
Balance at June 30, 2023			$	179					$	2,583											$	2,762
Net amount at risk			$	424					$	14,158
Weighted-average attained age of contract holders (in years)			75						69

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The following is a reconciliation of market risk benefits to the condensed consolidated statements of financial condition. Market risk benefit assets are included in other assets on the condensed consolidated statements of financial condition.

			June 30, 2024																		June 30, 2023
(In millions)			Asset						Liability						Net Liability						Asset						Liability						Net Liability
Traditional deferred annuities			$	—					$	189					$	189					$	—					$	179					$	179
Indexed annuities			371						3,538						3,167						433						3,016						2,583
Total			$	371					$	3,727					$	3,356					$	433					$	3,195					$	2,762

During the six months ended June 30, 2024, net market risk benefit liabilities decreased by $17 million, which was primarily driven by a decrease of $383 million related to changes in the risk-free discount rate across the curve, offset by $175 million in fees collected from policyholders and $159 million of issuances.

During the six months ended June 30, 2023, net market risk benefit liabilities increased by $273 million, which was primarily driven by $166 million in fees collected from policyholders and $74 million related to a decrease in discount rates across the curve.

The determination of the fair value of market risk benefits requires the use of inputs related to fees and assessments and assumptions in determining the projected benefits in excess of the projected account balance. Judgment is required for both economic and actuarial assumptions, which can be either observable or unobservable, that impact future policyholder account growth.

Economic assumptions include interest rates and implied volatilities throughout the duration of the liability. For indexed annuities, assumptions also include projected equity returns which impact cash flows attributable to indexed strategies, implied equity volatilities, expected index credits on the next policy anniversary date and future equity option costs. Assumptions related to the level of option budgets used for determining the future equity option costs and the impact on future policyholder account value growth are considered unobservable inputs.

Policyholder behavior assumptions are unobservable inputs and are established using accepted actuarial valuation methods to estimate withdrawals (surrender rate) and income rider utilization. Assumptions are generally based on industry data and pricing assumptions which are updated for actual experience, if necessary. Actual experience may be limited for recently issued products.

All inputs are used to project excess benefits and fees over a range of risk-neutral, stochastic interest rate scenarios. For indexed annuities, stochastic equity return scenarios are also included within the range. A risk margin is incorporated within the discount rate to reflect uncertainty in the projected cash flows such as variations in policyholder behavior, as well as a credit spread to reflect nonperformance risk, which is considered an unobservable input. Athene uses its public credit rating relative to the U.S. Treasury curve as of the valuation date to reflect its nonperformance risk in the fair value estimate of market risk benefits.

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The following summarizes the unobservable inputs for market risk benefits:

						June 30, 2024
(In millions, except percentages)						Fair Value						Valuation Technique						Unobservable Inputs						Minimum						Maximum						Weighted Average									Impact of an Increase in the Input on Fair Value
Market risk benefits, net						$	3,356					Discounted cash flow						Nonperformance risk						0.4		%				1.3		%				1.2		%	1						Decrease
																		Option budget						0.5		%				6.0		%				2.1		%	2						Decrease
																		Surrender rate						3.1		%				6.9		%				4.4		%	2						Decrease
																		Utilization rate						28.6		%				95.0		%				84.4		%	3						Increase
						June 30, 2023
(In millions, except percentages)						Fair Value						Valuation Technique						Unobservable Inputs						Minimum						Maximum						Weighted Average									Impact of an Increase in the Input on Fair Value
Market risk benefits, net						$	2,762					Discounted cash flow						Nonperformance risk						0.4		%				1.8		%				1.5		%	1						Decrease
																		Option budget						0.5		%				5.7		%				1.8		%	2						Decrease
																		Surrender rate						3.3		%				6.9		%				4.5		%	2						Decrease
																		Utilization rate						28.6		%				95.0		%				83.1		%	3						Increase
1 The nonperformance risk weighted average is based on the cash flows underlying the market risk benefit reserve.
2 The option budget and surrender rate weighted averages are calculated based on projected account values.
3 The utilization of GLWB withdrawals represents the estimated percentage of policyholders that are expected to use their income rider over the duration of the contract, with the weighted average based on current account values.

9. Profit Sharing Payable

Profit sharing payable was $1.8 billion and $1.7 billion as of June 30, 2024 and December 31, 2023, respectively. The below is a roll-forward of the profit-sharing payable balance:

(In millions)			Total
Profit sharing payable, January 1, 2024			$	1,669
Profit sharing expense			367
Payments/other			(234)
Profit sharing payable, June 30, 2024			$	1,802

Profit sharing expense includes (i) changes in amounts due to current and former employees entitled to a share of performance revenues in funds managed by Apollo and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain of the Company’s acquisitions. Profit sharing payable excludes the potential return of profit-sharing distributions that would be due if certain funds were liquidated, which is recorded in due from related parties in the condensed consolidated statements of financial condition.

The Company requires that a portion of certain of the performance revenues distributed to the Company’s employees be used to purchase restricted shares of common stock issued under its Equity Plan. Prior to distribution of the performance revenues, the Company records the value of the equity-based awards expected to be granted in other assets and accounts payable, accrued expenses, and other liabilities.

10. Income Taxes

The Company’s income tax provision totaled $261 million and $201 million for the three months ended June 30, 2024 and 2023, respectively, and totaled $683 million and $454 million for the six months ended June 30, 2024 and 2023, respectively. The Company’s effective income tax rate was approximately 18.2% and 21.1% for the three months ended June 30, 2024 and 2023, respectively, and 18.8% and 16.6% for the six months ended June 30, 2024 and 2023, respectively.

AHL changed its domicile from Bermuda to the United States, causing AHL to become a U.S.-domiciled corporation and a U.S. taxpayer effective December 31, 2023 (the “Redomicile”) and will be subject to U.S. corporate income tax for 2024 and

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future years. AHL’s Bermuda subsidiaries (and AHL for pre-Redomicile periods) file protective U.S. income tax returns. AHL’s U.S. subsidiaries file, and AHL for post-Redomicile periods will file, income tax returns with the U.S. federal government and various state governments.

On December 27, 2023, the Government of Bermuda enacted the Corporate Income Tax Act of 2023 (“Bermuda CIT”). Commencing on January 1, 2025, the Bermuda CIT generally will impose a 15% corporate income tax on in-scope entities that are resident in Bermuda or have a Bermuda permanent establishment, without regard to any assurances that have been given pursuant to the Exempted Undertakings Tax Protection Act 1966. The Company recorded material deferred tax assets at December 31, 2023 as a result of the passage of the Bermuda CIT, primarily related to an estimated opening tax loss carryforward under the Bermuda CIT. Throughout 2024, the Company will evaluate and record applicable adjustments to these deferred tax assets. The Company evaluated the existing deferred tax assets and determined that no adjustments were necessary at June 30, 2024.

The U.K. enacted legislation in July 2023 implementing certain provisions of the Organisation for Economic Cooperation and Development’s “Pillar Two” global minimum tax initiative (“Pillar Two”) that will apply to multinational enterprises for accounting periods beginning on or after December 31, 2023. On February 22, 2024, the U.K. enacted certain amendments to its Pillar Two legislation which similarly take effect for accounting periods beginning on or after December 31, 2023. The Company continues to evaluate the potential impact on future periods of Pillar Two, pending legislative adoption by individual countries, as such legislative changes could result in changes to our effective tax rate. The Company evaluated the enacted legislation and concluded there was no material impact to our effective tax rate for the three months ended June 30, 2024.

Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. As of June 30, 2024, the Company recorded $23 million of unrecognized tax benefits for uncertain tax positions. Approximately all of the unrecognized tax benefits, if recognized, would impact our effective tax rate. The Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

The primary jurisdictions in which the Company operates and incurs income taxes are the United States, the United Kingdom, and Bermuda (beginning January 1, 2025). There are no unremitted earnings with respect to the United Kingdom or other foreign jurisdictions.

In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax authorities. As of June 30, 2024, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2020 through 2022 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax returns of the Company and certain subsidiaries for tax years 2019 to 2021. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2021. The United Kingdom tax authorities are currently examining certain subsidiaries’ tax returns for tax year 2017. There are other examinations ongoing in other foreign jurisdictions in which the Company operates. No provisions with respect to these examinations have been recorded, other than the unrecognized tax benefits discussed above.

The Company has historically recorded deferred tax assets resulting from the step-up in the tax basis of assets, including intangibles, resulting from exchanges of AOG Units for Class A shares by the Former Managing Partners and Contributing Partners. A related liability has also historically been recorded in due to related parties in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among the Company, the Former Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 15). The benefit the Company obtained from the difference in the tax asset recognized and the related liability was recorded as an increase to additional paid in capital. The amortization period for the portion of the increase in tax basis related to intangibles is 15 years. The realization of the remaining portion of the increase in tax basis relates to the disposition of the underlying assets to which the step-up is attributed. The associated deferred tax assets reverse at the time of the corresponding asset disposition.

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11. Debt

Company debt consisted of the following:

									June 30, 2024															December 31, 2023
(In millions, except percentages)			Maturity Date						Outstanding Balance						Fair Value															Outstanding Balance						Fair Value
Asset Management
4.00% 2024 Senior Notes1,2			May 30, 2024						$	—					$	—														$	499					$	496		4
4.40% 2026 Senior Notes1,2			May 27, 2026						499						490			4												498						490			4
4.87% 2029 Senior Notes1,2			February 15, 2029						675						667			4												675						664			4
2.65% 2030 Senior Notes1,2			June 5, 2030						496						436			4												496						432			4
6.38% 2033 Senior Notes1,2			November 15, 2033						492						529			4												492						539			4
5.00% 2048 Senior Notes1,2			March 15, 2048						297						279			4												297						275			4
5.80% 2054 Senior Notes1,2			May 21, 2054						742						738			4												—						—
4.95% 2050 Subordinated Notes1,2			January 14, 2050						297						295			4												297						283			4
7.63% 2053 Subordinated Notes1,2			September 15, 2053						584						634			5												584						652			5
1.70% Secured Borrowing II			April 15, 2032						—						—															14						14			4
1.30% 2016 AMI Term Facility I			January 15, 2025						—						—															19						19			3
2.00% 2016 AMI Term Facility II			October 18, 2024						—						—															12						12			3
									4,082						4,068															3,883						3,876
Retirement Services
4.13% 2028 Senior Notes1			January 12, 2028						1,058						966			4												1,066						956			4
6.15% 2030 Senior Notes1			April 3, 2030						586						518			4												593						516			4
3.50% 2031 Senior Notes1			January 15, 2031						521						443			4												523						442			4
6.65% 2033 Senior Notes1			February 1, 2033						395						420			4												395						427			4
5.88% 2034 Senior Notes1			January 15, 2034						584						594			4												583						607			4
3.95% 2051 Senior Notes1			May 25, 2051						545						358			4												545						375			4
3.45% 2052 Senior Notes1			May 15, 2052						504						321			4												504						337			4
6.25% 2054 Senior Notes1			April 1, 2054						982						1,002			4												—						—
7.25% 2064 Subordinated Notes1			March 30, 2064						558						590			5												—						—
									5,733						5,212															4,209						3,660
Total Debt									$	9,815					$	9,280														$	8,092					$	7,536
1 Interest rate is calculated as weighted average annualized.
2 Includes amortization of note discount, as applicable, totaling $41 million and $34 million as of June 30, 2024 and December 31, 2023, respectively. Outstanding balance is presented net of unamortized debt issuance costs.
3 Fair value is based on a discounted cash flow method. These notes are classified as a Level 3 liability within the fair value hierarchy.
4 Fair value is based on broker quotes. These notes are valued using Level 2 inputs based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from external pricing services.
5 Fair value is based on quoted market prices. These notes are classified as a Level 1 liability within the fair value hierarchy.

Asset Management – Notes Issued and Repayments

On May 21, 2024, AGM issued $750 million aggregate principal amount of its 5.800% Senior Notes due 2054 (the “2054 Senior Notes”), at par value. The 2054 Senior Notes bear interest at a rate of 5.800% per annum and interest is payable semi-annually in arrears on May 21 and November 21 of each year, commencing on November 21, 2024. The 2054 Senior Notes will mature on May 21, 2054. The underwriting discount and related expenses are amortized into interest expense on the consolidated statements of operations over the term of the 2054 Senior Notes.

On May 30, 2024, AMH repaid in full the principal and accrued interest of the $500 million aggregate principal amount of its 4.00% 2024 Senior Notes.

The indentures governing the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2033 Senior Notes, the 2048 Senior Notes, the 2054 Senior Notes, the 2050 Subordinated Notes and the 2053 Subordinated Notes restrict the ability of AGM, AMH and the guarantors of the notes to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries, or merge, consolidate or sell, transfer or lease assets. The indentures also provide for customary events of default.

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Retirement Services – Notes Issued

Senior Notes – Athene’s senior unsecured notes are callable by AHL at any time. If called prior to three months before the scheduled maturity date, the price is equal to the greater of (1) 100% of the principal and any accrued and unpaid interest and (2) an amount equal to the sum of the present values of remaining scheduled payments, discounted from the scheduled payment date to the redemption date treasury rate plus a spread as defined in the applicable prospectus supplement and any accrued and unpaid interest.

During the first quarter of 2024, Athene issued $1.0 billion of 6.250% Senior Notes due April 1, 2054 (the “2054 Senior Notes”). Athene will pay interest on the 2054 Senior Notes semi-annually, commencing on October 1, 2024.

Subordinated Notes – During the first quarter of 2024, Athene issued $575 million of 7.250% Fixed-Rate Reset Junior Subordinated Debentures due March 30, 2064 (the “2064 Subordinated Notes”). Athene will pay interest at an annual fixed rate of 7.250% on the 2064 Subordinated Notes quarterly, commencing on June 30, 2024 until March 30, 2029. On March 30, 2029, and every fifth annual anniversary thereafter, the interest rate resets to the Five-Year U.S. Treasury Rate (as defined in the applicable prospectus supplement) plus 2.986%. Athene may defer interest payments for up to five consecutive years. Athene may redeem the 2064 Subordinated Notes prior to March 30, 2029, in whole but not in part, within 90 days of either a Tax Event, Regulatory Capital Event, or Rating Agency Event (as defined in the applicable prospectus supplement). Thereafter, Athene can call the 2064 Subordinated Notes, in whole or in part, at a price equal to 100% of the principal and any accrued and unpaid interest; provided that if the 2064 Subordinated Notes are not redeemed in whole, at least $25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption.

Credit and Liquidity Facilities

The following table represents the Company’s credit and liquidity facilities as of June 30, 2024:

Instrument/Facility

Borrowing Date

Maturity Date

Administrative Agent

Key terms

Asset Management - AMH credit facility

N/A

October 12, 2027

Citibank

The commitment fee on the $1.0 billion undrawn AMH credit facility as of June 30, 2024 was 0.08%.

Retirement Services - AHL credit facility

N/A

June 30, 2028

Citibank

The borrowing capacity under the AHL credit facility is $1.25 billion, subject to being increased up to $1.75 billion in total.

Retirement Services - AHL liquidity facility

N/A

June 27, 2025

Wells Fargo Bank

The borrowing capacity under the AHL liquidity facility is $2.6 billion, subject to being increased up to $3.1 billion in total.

Asset Management – Credit Facility

On October 12, 2022, AMH, as borrower, entered into a $1.0 billion revolving credit facility with Citibank, N.A., as administrative agent, which matures on October 12, 2027 (“AMH credit facility”). Borrowings under the AMH credit facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. As of June 30, 2024, AMH, the borrower under the facility, could incur incremental facilities in an aggregate amount not to exceed $250 million plus additional amounts so long as AMH was in compliance with a net leverage ratio not to exceed 4.00 to 1.00.

As of June 30, 2024, there were no amounts outstanding under the AMH credit facility and the Company was in compliance with all financial covenants under the facility.

Retirement Services – Credit Facility and Liquidity Facility

AHL Credit Facility—On June 30, 2023, AHL, ALRe, AUSA and AARe entered into a new, five-year revolving credit agreement with a syndicate of banks and Citibank, N.A. as administrative agent (“AHL credit facility”), which replaced Athene’s previous revolving credit agreement dated as of December 3, 2019. The previous agreement, and the commitments under it, terminated as of June 30, 2023. The AHL credit facility is unsecured and has a commitment termination date of June 30, 2028, subject to up to two one-year extensions, in accordance with the terms of the AHL credit facility. In connection with the AHL credit facility, AHL and AUSA guaranteed all of the obligations of AHL, ALRe, AARe and AUSA under the AHL credit facility and the related loan documents, and ALRe and AARe guaranteed certain of the obligations of AHL, ALRe,

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AARe and AUSA under the AHL credit facility and the related loan documents. The borrowing capacity under the AHL credit facility is $1.25 billion, subject to being increased up to $1.75 billion in total on the terms described in the AHL credit facility.

The AHL credit facility contains various standard covenants with which Athene must comply, including the following:

1.Consolidated debt-to-capitalization ratio not to exceed 35%;

2.Minimum consolidated net worth of no less than $14.8 billion; and

3.Restrictions on Athene’s ability to incur liens, with certain exceptions.

Interest accrues on outstanding borrowings at either the adjusted term secured overnight financing rate plus a margin or the base rate plus a margin, with the applicable margin varying based on AHL’s debt rating. Rates and terms are as defined in the AHL credit facility. As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under the AHL credit facility and Athene was in compliance with all financial covenants under the facility.

AHL Liquidity Facility—On June 28, 2024, AHL and ALRe entered into a new revolving credit agreement with a syndicate of banks and Wells Fargo Bank, National Association, as administrative agent, (“AHL liquidity facility”), which replaced Athene’s previous revolving credit agreement dated as of June 30, 2023. The previous credit agreement, and the commitments under it, expired on June 28, 2024. The AHL liquidity facility is unsecured and has a commitment termination date of June 27, 2025, subject to any extensions of additional 364-day periods with consent of extending lenders and/or “term-out” of outstanding loans (by which, at Athene’s election, the outstanding loans may be converted to term loans which shall have a maturity of up to one year after the original maturity date), in each case in accordance with the terms of the AHL liquidity facility. In connection with the AHL liquidity facility, ALRe guaranteed all of the obligations of AHL under the AHL liquidity facility and the related loan documents. The AHL liquidity facility will be used for liquidity and working capital needs to meet short-term cash flow and investment timing differences. The borrowing capacity under the AHL liquidity facility is $2.6 billion, subject to being increased up to $3.1 billion in total on the terms described in the AHL liquidity facility. The AHL liquidity facility contains various standard covenants with which Athene must comply, including the following:

1.ALRe minimum consolidated net worth of no less than $10.2 billion; and

2.Restrictions on Athene’s ability to incur liens, with certain exceptions.

Interest accrues on outstanding borrowings at the adjusted term secured overnight financing rate plus a margin or the base rate plus a margin, with applicable margin varying based on ALRe’s financial strength rating. Rates and terms are as defined in the AHL liquidity facility. As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under the current or previous AHL liquidity facilities and Athene was in compliance with all financial covenants under the facilities.

Interest Expense

The following table presents the interest expense incurred related to the Company’s debt:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Asset Management			$	53					$	31					$	104					$	62
Retirement Services1			66						31						109						61
Total Interest Expense			$	119					$	62					$	213					$	123
Note: Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.
1 Interest expense for Retirement Services is included in policy and other operating expenses on the condensed consolidated statements of operations.

12. Equity-Based Compensation

Under the Equity Plan, the Company grants equity-based awards to employees. Equity-based awards granted to employees and non-employees as compensation are measured based on the grant date fair value of the award, which considers the public share price of AGM’s common stock subject to certain discounts, as applicable.

The Company grants both service-based and performance-based awards. The estimated total grant date fair value for service-based awards is charged to compensation expense on a straight-line basis over the vesting period, which is generally one to six years from the date of grant. Certain service-based awards are tied to profit sharing arrangements in which a portion of the

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performance fees distributed to the general partner are required to be used by employees to purchase restricted shares of common stock or is delivered in the form of RSUs, which are granted under the Company’s Equity Plan. Performance-based awards vest subject to continued employment and the Company’s achievement of specified performance goals. In accordance with U.S. GAAP, equity-based compensation expense for performance grants are typically recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately.

For the three months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense of $153 million and $139 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense of $342 million and $280 million, respectively. As of June 30, 2024, there was $803 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 2.2 years.

Service-Based Awards

During the six months ended June 30, 2024 and 2023, the Company awarded 3.4 million and 4.7 million of service-based RSUs, respectively, with a grant date fair value of $366 million and $319 million, respectively.

During the three months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense on service-based RSUs of $109 million and $80 million, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense on service-based RSUs of $201 million and $148 million, respectively.

Performance-Based Awards

During the six months ended June 30, 2024 and 2023, the Company awarded 0.9 million and 1.3 million of performance-based RSUs, respectively, with a grant date fair value of $87 million and $81 million, respectively, which primarily vest subject to continued employment and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense.

During the three months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense on performance-based awards of $33 million and $41 million, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense on performance-based awards of $107 million and $96 million, respectively.

In December 2021, the Company awarded one-time grants to the Co-Presidents of AAM of 6.0 million RSUs which vest on a cliff basis subject to continued employment over five years, with 2.0 million of those RSUs also subject to the Company’s achievement of certain fee related earnings and spread related earnings per share metrics.

During the three months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense for service-based awards related to these one-time grants of $14 million and $14 million, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense for service-based awards related to these one-time grants of $28 million and $28 million, respectively.

During the three months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense for performance-based awards related to these one-time grants of $6 million and $6 million, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense for performance-based awards related to these one-time grants of $12 million and $12 million, respectively.

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The following table summarizes all RSU activity for the current period:

			Unvested						Weighted Average Grant Date Fair Value						Vested						Total Number of RSUs Outstanding
Balance at January 1, 2024			16,692,903						$	62.92					22,067,052						38,759,955
Granted			4,221,324						106.81						16,735						4,238,059
Forfeited			(199,150)						69.56						(172,960)						(372,110)
Vested			(2,901,727)						67.28						2,901,727						—
Issued			—						—						(6,390,907)						(6,390,907)
Balance at June 30, 2024			17,813,350						$	67.81					18,421,647						36,234,997

Restricted Stock Awards

During the six months ended June 30, 2024 and 2023, the Company awarded 0.1 million and 0.3 million restricted stock awards, respectively, from profit sharing arrangements with a grant date fair value of $11 million and $23 million, respectively.

During the three months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense related to restricted stock awards from profit sharing arrangements of $10 million and $11 million, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded equity-based compensation expense related to restricted stock awards from profit sharing arrangements of $22 million and $21 million, respectively.

13. Equity

Common Stock

Holders of common stock are entitled to participate in dividends from the Company on a pro rata basis.

During the three and six months ended June 30, 2024 and 2023, the Company issued shares of common stock in settlement of vested RSUs. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of shares of common stock issued to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of shares of common stock issued to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding adjustment to retained earnings (accumulated deficit).

On January 3, 2022, the Company announced a share repurchase program, pursuant to which, the Company was authorized to repurchase (i) up to an aggregate of $1.5 billion of shares of its common stock in order to opportunistically reduce its share count and (ii) up to an aggregate of $1.0 billion of shares of its common stock in order to offset the dilutive impact of share issuances under its equity incentive plans. On February 21, 2023, the AGM board of directors approved a reallocation of the Company’s share repurchase program, pursuant to which, the Company was authorized to repurchase (i) up to an aggregate of $1.0 billion of shares of its common stock in order to opportunistically reduce its share count, a decrease of $0.5 billion of shares from the previously authorized amount and (ii) up to an aggregate of $1.5 billion of shares of its common stock in order to offset the dilutive impact of share issuances under its equity incentive plans, an increase of $0.5 billion of shares from the previously authorized amount.

On February 8, 2024, the AGM board of directors terminated the Company’s prior share repurchase program and approved a new share repurchase program, pursuant to which, the Company is authorized to repurchase up to $3.0 billion of shares of its common stock to opportunistically reduce the Company’s share count or offset the dilutive impact of share issuances under the Company’s equity incentive plans. Shares of common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, as well as through reductions of shares that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations. The repurchase program does not obligate the Company to make any repurchases at any specific time. The program is effective until the aggregate repurchase amount that has been approved by the AGM board of directors has been expended and may be suspended, extended, modified or discontinued at any time.

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The table below outlines the share activity for the six months ended June 30, 2024 and 2023:

			Six months ended June 30,
			2024						2023
Shares of common stock issued in settlement of vested RSUs and options exercised1			6,662,371						5,623,962
Reduction of shares of common stock issued2			(2,617,510)						(2,358,570)
Shares of common stock purchased related to share issuances and forfeitures3			(147,560)						(160,545)
Issuance of shares of common stock for equity-based awards			3,897,301						3,104,847
1 The gross value of shares issued was $719 million and $392 million for the six months ended June 30, 2024 and 2023, respectively, based on the closing price of the shares of common stock at the time of issuance.
2 Cash paid for tax liabilities associated with net share settlement was $350 million and $166 million for the six months ended June 30, 2024 and 2023, respectively.
3 Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted shares of common stock that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase shares of common stock on the open market and retire them. During the six months ended June 30, 2024, and 2023, Apollo issued 105,698 and 338,885 of such restricted shares and 147,560 and 160,545 of such RSUs under the Equity Plan, respectively. During the six months ended June 30, 2023, Apollo repurchased 499,430 shares of common stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program.

During the six months ended June 30, 2024 and 2023, 2,987,000 and 7,386,570 shares of common stock, respectively, were repurchased in open market transactions as part of the publicly announced share repurchase programs discussed above, and such shares were subsequently canceled by the Company. The Company paid $335 million and $501 million for these open market share repurchases during the six months ended June 30, 2024 and 2023, respectively.

During the three months ended June 30, 2024, the Company issued 742,742 shares of common stock in settlement of a share-based contingent consideration. See note 16 for further information on the contingent consideration.

Mandatory Convertible Preferred Stock

On August 11, 2023, the Company issued 28,750,000 shares, or $1.4 billion aggregate liquidation preference, of its 6.75% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”).

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the AGM board of directors, or an authorized committee thereof, at an annual rate of 6.75% on the liquidation preference of $50.00 per share, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. If declared, dividends on the Mandatory Convertible Preferred Stock will be payable quarterly on January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2023, and ending on, and including, July 31, 2026. The first dividend payment on October 31, 2023 was $0.7500 per share of Mandatory Convertible Preferred Stock, with subsequent quarterly cash dividends expected to be $0.8438 per share of Mandatory Convertible Preferred Stock.

Unless converted earlier in accordance with its terms, each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be July 31, 2026, into between 0.5052 shares and 0.6062 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Mandatory Convertible Preferred Stock (the “Certificate of Designations”). The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to July 31, 2026.

Holders of shares of Mandatory Convertible Preferred Stock have the option to convert all or any portion of their shares of Mandatory Convertible Preferred Stock at any time. The conversion rate applicable to any early conversion may in certain circumstances be increased to compensate holders of the Mandatory Convertible Preferred Stock for certain unpaid accumulated dividends as described in the Certificate of Designations.

If a Fundamental Change, as defined in the Certificate of Designations, occurs on or prior to July 31, 2026, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their Mandatory Convertible Preferred

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Stock at the Fundamental Change Conversion Rate for a specified period of time and to also receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.

The Mandatory Convertible Preferred Stock is not subject to redemption at the Company’s option.

During the six months ended June 30, 2024, 235 shares of the Mandatory Convertible Preferred Stock were converted at the option of the respective holders. There were 28,749,765 shares of Mandatory Convertible Preferred Stock issued and outstanding as of June 30, 2024.

Warrants

In 2022, the Company issued warrants to an institutional investor in a private placement exercisable for up to 12.5 million shares of common stock at an exercise price of $82.80 per share. As of June 30, 2024, 7.5 million warrants were vested and exercisable. An additional 2.5 million warrants become exercisable in the first quarter of 2025 and 2026, respectively. Each warrant, to the extent exercised, will be settled on a “cashless net exercise basis.” The warrants will expire in 2027 with any vested but unexercised warrants being automatically exercised at such time if the trading price of common stock is above the exercise price.

Dividends and Distributions

Outlined below is information regarding quarterly dividends and distributions (in millions, except per share data). Certain subsidiaries of the Company may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement.

Dividend Declaration Date						Dividend per Share of Common Stock						Payment Date						Dividend to Common Stockholders																		Distribution Equivalents on Participating Securities
February 9, 2023						$	0.40					February 28, 2023						$	229																	$	12
May 9, 2023						0.43						May 31, 2023						244																		12
August 3, 2023						0.43						August 31, 2023						244																		12
November 1, 2023						0.43						November 30, 2023						244																		15
Year ended December 31, 2023						$	1.69											$	961																	$	51
February 8, 2024						0.43						February 29, 2024						245																		14
May 2, 2024						0.46						May 31, 2024						263																		16
Six months ended June 30, 2024						$	0.89											$	508																	$	30

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Accumulated Other Comprehensive Income (Loss)

(In millions)			Unrealized investment gains (losses) on AFS securities without a credit allowance						Unrealized investment gains (losses) on AFS securities with a credit allowance						Unrealized gains (losses) on hedging instruments						Remeasurement gains (losses) on future policy benefits related to discount rate						Remeasurement gains (losses) on market risk benefits related to credit risk																		Foreign currency translation and other adjustments						Accumulated other comprehensive income (loss)
Balance at March 31, 2024			$	(8,963)					$	(404)					$	(128)					$	3,879					$	(17)																	$	(7)					$	(5,640)
Other comprehensive income (loss) before reclassifications			(1,069)						148						97						628						34																		(7)						(169)
Less: Reclassification adjustments for gains (losses) realized1			64						(6)						13						—						—																		—						71
Less: Income tax expense (benefit)			(229)						32						18						128						8																		(1)						(44)
Less: Other comprehensive loss attributable to non-controlling interests, net of tax			(193)						(5)						20						161						4																		(3)						(16)
Balance at June 30, 2024			$	(9,674)					$	(277)					$	(82)					$	4,218					$	5																	$	(10)					$	(5,820)
1 Recognized in investment related gains (losses) on the condensed consolidated statements of operations.

(In millions)			Unrealized investment gains (losses) on AFS securities without a credit allowance						Unrealized investment gains (losses) on AFS securities with a credit allowance						Unrealized gains (losses) on hedging instruments						Remeasurement gains (losses) on future policy benefits related to discount rate						Remeasurement gains (losses) on market risk benefits related to credit risk						Foreign currency translation and other adjustments						Accumulated other comprehensive income (loss)
Balance at March 31, 2023			$	(10,882)					$	(467)					$	110					$	4,735					$	355					$	(13)					$	(6,162)
Other comprehensive income (loss) before reclassifications			(829)						55						(213)						813						(55)						11						(218)
Less: Reclassification adjustments for gains (losses) realized1			(63)						—						(42)						—						—						—						(105)
Less: Income tax expense (benefit)			(486)						(32)						(37)						577						(12)						1						11
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax			(110)						(2)						(51)						263						—						6						106
Balance at June 30, 2023			$	(11,052)					$	(378)					$	27					$	4,708					$	312					$	(9)					$	(6,392)
1 Recognized in investment related gains (losses) on the condensed consolidated statements of operations.

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(In millions)			Unrealized investment gains (losses) on AFS securities without a credit allowance						Unrealized investment gains (losses) on AFS securities with a credit allowance						Unrealized gains (losses) on hedging instruments						Remeasurement gains (losses) on future policy benefits related to discount rate						Remeasurement gains (losses) on market risk benefits related to credit risk						Foreign currency translation and other adjustments						Accumulated other comprehensive income (loss)
Balance at December 31, 2023			$	(8,675)					$	(289)					$	(81)					$	3,458					$	3					$	9					$	(5,575)
Other comprehensive income (loss) before reclassifications			(1,615)						3						39						1,431						6						(39)						(175)
Less: Reclassification adjustments for gains (losses) realized1			111						(6)						31						—						—						—						136
Less: Income tax expense (benefit)			(346)						2						2						296						2						(4)						(48)
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax			(381)						(5)						7						375						2						(16)						(18)
Balance at June 30, 2024			$	(9,674)					$	(277)					$	(82)					$	4,218					$	5					$	(10)					$	(5,820)
1 Recognized in investment related gains (losses) on the condensed consolidated statements of operations.

(In millions)			Unrealized investment gains (losses) on AFS securities without a credit allowance						Unrealized investment gains (losses) on AFS securities with a credit allowance						Unrealized gains (losses) on hedging instruments						Remeasurement gains (losses) on future policy benefits related to discount rate						Remeasurement gains (losses) on market risk benefits related to credit risk						Foreign currency translation and other adjustments						Accumulated other comprehensive income (loss)
Balance at December 31, 2022			$	(12,568)					$	(334)					$	48					$	5,256					$	285					$	(22)					$	(7,335)
Other comprehensive income (loss) before reclassifications			1,358						(64)						(22)						11						34						33						1,350
Less: Reclassification adjustments for gains (losses) realized1			(94)						—						45						—						—						—						(49)
Less: Income tax expense (benefit)			(174)						(18)						(22)						504						6						5						301
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax			110						(2)						(24)						55						1						15						155
Balance at June 30, 2023			$	(11,052)					$	(378)					$	27					$	4,708					$	312					$	(9)					$	(6,392)
1 Recognized in investment related gains (losses) on the condensed consolidated statements of operations.

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14. Earnings per Share

The following presents basic and diluted net income (loss) per share of common stock computed using the two-class method:

			Basic and Diluted
			Three months ended June 30,												Six months ended June 30,
(In millions, except share and per share amounts)			2024						2023						2024						2023
Numerator:
Net income (loss) attributable to common stockholders			$	828					$	599					$	2,231					$	1,609
Dividends declared on common stock1			(263)						(244)						(508)						(473)
Dividends on participating securities2			(16)						(12)						(30)						(24)
Earnings allocable to participating securities			(15)						(10)						(45)						(31)
Undistributed income (loss) attributable to common stockholders: Basic			534						333						1,648						1,081
Dilution effect on distributable income attributable to Mandatory Convertible Preferred Stock			—						—						49						—
Undistributed income (loss) attributable to common stockholders: Diluted			$	534					$	333					$	1,697					$	1,081
Denominator:
Weighted average number of shares of common stock outstanding: Basic			587,104,242						578,975,612						587,700,042						581,531,570
Dilution effect of Mandatory Convertible Preferred Stock			—						—						14,526,518						—
Dilution effect of options			1,034,175						—						1,072,935						—
Dilution effect of warrants			2,035,819						—						1,829,010						—
Weighted average number of shares of common stock outstanding: Diluted			590,174,236						578,975,612						605,128,505						581,531,570
Net income (loss) per share of common stock: Basic
Distributed income			$	0.46					$	0.43					$	0.89					$	0.83
Undistributed income (loss)			0.90						0.57						2.78						1.84
Net income (loss) per share of common stock: Basic			$	1.36					$	1.00					$	3.67					$	2.67
Net income (loss) per share of common stock: Diluted
Distributed income			$	0.46					$	0.43					$	0.89					$	0.83
Undistributed income (loss)			0.89						0.57						2.75						1.84
Net income (loss) per share of common stock: Diluted			$	1.35					$	1.00					$	3.64					$	2.67
1 See note 13 for information regarding quarterly dividends.
2 Participating securities consist of vested and unvested RSUs that have rights to dividends and unvested restricted shares.

The Company has granted RSUs that provide the right to receive, subject to vesting during continued employment, shares of common stock pursuant to the Equity Plan.

Any dividend equivalent paid to an employee on RSUs will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable dividend equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. The RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses; therefore, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.

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The following table summarizes the anti-dilutive securities:

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
Weighted average unvested RSUs			14,556,485						15,885,511						14,230,996						14,975,982
Weighted average unexercised options			—						2,178,359						—						2,244,803
Weighted average unexercised warrants			—						5,065,938						—						4,452,859
Weighted average Mandatory Convertible Preferred Stock			14,528,625						—						—						—
Weighted average unvested restricted shares			1,445,156						1,765,935						1,432,644						1,742,712
Weighted average contingent shares outstanding			—						—						—						63,322

15. Related Parties

Asset Management

Due from/ to related parties

Due from/ to related parties includes:

•unpaid management fees, transaction and advisory fees and reimbursable expenses from the funds Apollo manages and their portfolio companies;

•reimbursable payments for certain operating costs incurred by these funds as well as their related parties; and

•other related party amounts arising from transactions, including loans to employees and periodic sales of ownership interests in funds managed by Apollo.

Due from related parties and Due to related parties consisted of the following as of June 30, 2024 and December 31, 2023:

(In millions)			June 30, 2024						December 31, 2023
Due from Related Parties:
Due from funds1			$	345					$	299
Due from portfolio companies			34						40
Due from employees and former employees			100						110
Total Due from Related Parties			$	479					$	449
Due to Related Parties:
Due to Former Managing Partners and Contributing Partners2			$	537					$	661
Due to funds			189						194
Due to portfolio companies			28						15
Total Due to Related Parties			$	754					$	870
1 Includes $29 million and $37 million as of June 30, 2024 and December 31, 2023, respectively, related to a receivable from a fund in connection with the Company’s sale of a platform investment to such fund. The amount is payable to the Company over five years and is held at fair value.
2 Includes $88 million and $175 million as of June 30, 2024 and December 31, 2023, respectively, related to the AOG Unit Payment, payable in equal quarterly installments through December 31, 2024.

Tax Receivable Agreement

Prior to the consummation of the Mergers, each of the Former Managing Partners and Contributing Partners had the right to exchange vested AOG Units for Class A shares, subject to certain restrictions. All Apollo Operating Group entities have made, or will make, an election under Section 754 of the U.S. Internal Revenue Code (“IRC”), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group entities. The election results in an increase to the tax basis of underlying assets which will reduce the amount of gain and associated tax that AGM and its subsidiaries will otherwise be required to pay in the future.

The tax receivable agreement (“TRA”) provides for payment to the Former Managing Partners and Contributing Partners of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income taxes the Company realizes as a result of the increases in tax basis of assets resulting from exchanges of AOG Units for Class A shares that have occurred in prior years. AGM and its subsidiaries retain the benefit of the remaining 15% of actual cash tax savings. If the Company does

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not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date.

Following the closing of the Mergers, as the Former Managing Partners and Contributing Partners no longer own AOG Units, there were no new exchanges subject to the TRA.

AOG Unit Payment

On December 31, 2021, holders of AOG Units (other than Athene and the Company) sold and transferred a portion of such AOG Units to a wholly-owned consolidated subsidiary of the Company, in exchange for an amount equal to $3.66 multiplied by the total number of AOG Units held by such holders immediately prior to such transaction. The remainder of the AOG Units held by such holders were exchanged for shares of AGM common stock concurrently with the consummation of the Mergers on January 1, 2022.

As of June 30, 2024, the outstanding payable amount due to Former Managing Partners and Contributing Partners was $88 million, which is payable in equal quarterly installments through December 31, 2024.

Due from Employees and Former Employees

As of June 30, 2024 and December 31, 2023, due from related parties includes various amounts due to Apollo, including employee loans and return of profit-sharing distributions. As of June 30, 2024 and December 31, 2023, the balance includes interest-bearing employee loans receivable of $12 million and $3 million, respectively. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation.

The receivable from certain employees and former employees includes an amount for the potential return of profit-sharing distributions that would be due if certain funds were liquidated of $81 million and $99 million at June 30, 2024 and December 31, 2023, respectively.

Indemnity

Certain of the performance revenues Apollo earns from funds may be subject to repayment by its subsidiaries that are general partners of the funds in the event that certain specified return thresholds are not ultimately achieved. The Former Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions. Apollo has agreed to indemnify each of the Former Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that it manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Former Managing Partners and Contributing Partners contributed or sold to the Apollo Operating Group.

Apollo recorded an indemnification liability of $0.4 million and $0.3 million as of June 30, 2024 and December 31, 2023, respectively.

Due to Related Parties

Based upon an assumed liquidation of certain of the funds Apollo manages, it has recorded a general partner obligation to return previously distributed performance allocations, which represents amounts due to certain funds. The obligation is recognized based upon an assumed liquidation of a fund’s net assets as of the reporting date. The actual determination and any required payment would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective governing document of the fund.

Apollo recorded general partner obligations to return previously distributed performance allocations related to certain funds of $174 million and $174 million as of June 30, 2024 and December 31, 2023, respectively.

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Athora

Apollo, through ISGI, provides investment advisory services to certain portfolio companies of funds managed by Apollo and Athora, a strategic liabilities platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). AAM and its subsidiaries had equity commitments outstanding to Athora of up to $343 million as of June 30, 2024, subject to certain conditions.

Athora Sub-Advised

Apollo provides sub-advisory services with respect to a portion of the assets in certain portfolio companies of funds managed by Apollo and the Athora Accounts. Apollo broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts which Apollo explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages.

Apollo earns a base management fee on the aggregate market value of substantially all of the investment accounts of or relating to Athora and also a sub-advisory fee on the Athora Sub-Advised assets, which varies depending on the specific asset class.

See “—Athora” in the Retirement Services section below for further details on Athene’s relationship with Athora.

Regulated Entities and Affiliated Service Providers

Apollo Global Securities, LLC (“AGS”) is a registered broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these requirements as of June 30, 2024. From time to time AGS, as well as other Apollo affiliates, provide services to related parties of Apollo, including Apollo funds and their portfolio companies, whereby the Company or its affiliates earn fees for providing such services.

Griffin Capital Securities, LLC (“GCS”) is a registered broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. GCS was in compliance with these requirements as of June 30, 2024.

Investment in SPACs

Apollo previously sponsored and consolidated two SPACs, Apollo Strategic Growth Capital II and Acropolis Infrastructure Acquisition Corp. Both SPACs were ultimately liquidated in the fourth quarter of 2023, resulting in a loss of $40 million.

Retirement Services

AAA

Athene consolidates AAA as a VIE and AAA holds the majority of Athene’s alternative investments portfolio. Apollo established AAA to provide a single vehicle through which Athene and third-party investors participate in a portfolio of alternative investments, including those managed by Apollo. Additionally, the Company believes AAA enhances its ability to increase alternative assets under management by raising capital from third parties, which allows it to achieve greater scale and diversification for alternatives.

Athora

Athene has a cooperation agreement with Athora, pursuant to which, among other things, (1) for a period of 30 days from the receipt of notice of a cession, Athene has the right of first refusal to reinsure (i) up to 50% of the liabilities ceded from Athora’s reinsurance subsidiaries to Athora Life Re Ltd. and (ii) up to 20% of the liabilities ceded from a third party to any of Athora’s insurance subsidiaries, subject to a limitation in the aggregate of 20% of Athora’s liabilities, (2) Athora agreed to cause its insurance subsidiaries to consider the purchase of certain funding agreements and/or other spread instruments issued by Athene’s insurance subsidiaries, subject to a limitation that the fair market value of such funding agreements purchased by any of Athora’s insurance subsidiaries may generally not exceed 3% of the fair market value of such subsidiary’s total assets, (3) Athene provides Athora with a right of first refusal to pursue acquisition and reinsurance transactions in Europe (other than the U.K.) and (4) Athora provides Athene and its subsidiaries with a right of first refusal to pursue acquisition and reinsurance

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transactions in North America and the U.K. Notwithstanding the foregoing, pursuant to the cooperation agreement, Athora is only required to use its reasonable best efforts to cause its subsidiaries to adhere to the provisions set forth in the cooperation agreement and therefore Athora’s ability to cause its subsidiaries to act pursuant to the cooperation agreement may be limited by, among other things, legal prohibitions or the inability to obtain the approval of the board of directors or other applicable governing body of the applicable subsidiary, which approval is solely at the discretion of such governing body. As of June 30, 2024, Athene had not exercised its right of first refusal to reinsure liabilities ceded to Athora’s insurance or reinsurance subsidiaries.

The following table summarizes Athene’s investments in Athora:

(In millions)			June 30, 2024						December 31, 2023
Investment fund			$	1,066					$	1,082
Non-redeemable preferred equity and corporate debt securities			284						249
Total investment in Athora			$	1,350					$	1,331

Additionally, as of June 30, 2024 and December 31, 2023, Athene had $59 million and $61 million, respectively, of funding agreements outstanding to Athora. Athene also has commitments to make additional investments in Athora of $519 million as of June 30, 2024.

Atlas

Athene has an equity investment in Atlas, an asset-backed specialty lender, through its investment in AAA and, as of June 30, 2024 and December 31, 2023, Athene held $3.3 billion and $1.0 billion, respectively, of AFS securities issued by Atlas. Athene also held $735 million and $921 million of reverse repurchase agreements issued by Atlas as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024, Athene has commitments to make additional investments in Atlas of $2.1 billion. Additionally, see note 16 for further information on assurance letters issued in support of Atlas.

Catalina

Athene has an investment in Apollo Rose II (B) (“Apollo Rose”) which Athene consolidates as a VIE. Apollo Rose holds equity interests in Catalina Holdings (Bermuda) Ltd. (together with its subsidiaries, “Catalina”). Athene has a strategic modco reinsurance agreement with Catalina to cede certain inforce funding agreements. Athene elected the fair value option on this agreement and had a liability of $267 million and $330 million as of June 30, 2024 and December 31, 2023, respectively, which is included in other liabilities on the condensed consolidated statements of financial condition.

During the first quarter of 2024, Athene entered into a modco reinsurance agreement with Catalina to cede a quota share of retail deferred annuity products. As of June 30, 2024, Athene had a reinsurance recoverable balance of $2.2 billion related to this agreement.

PK AirFinance

Athene has investments in PK AirFinance (“PK Air”), an aviation lending business with a portfolio of loans (“Aviation Loans”). The Aviation Loans are generally fully secured by aircraft leases and aircraft and are securitized by a special purpose vehicle (“SPV”) for which Apollo acts as ABS manager (“ABS-SPV”). The ABS-SPV issues tranches of senior notes and subordinated notes, which are secured by the Aviation Loans. Athene invests in PK Air through its investment in AAA. As of June 30, 2024 and December 31, 2023, Athene also held $1.5 billion and $1.6 billion, respectively, of PK Air senior notes, which are included in investments in related parties on the condensed consolidated statements of financial condition. Athene has commitments to make additional investments in PK Air of $42 million as of June 30, 2024.

Venerable

VA Capital Company LLC (“VA Capital”) is owned by a consortium of investors, led by affiliates of Apollo, Crestview Partners III Management, LLC and Reverence Capital Partners L.P., and is the parent of Venerable. Athene has a minority equity investment in VA Capital, which was $183 million and $181 million as of June 30, 2024 and December 31, 2023, respectively, that is included in investments in related parties on the condensed consolidated statements of financial condition and accounted for as an equity method investment.

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Athene also has coinsurance and modco agreements with VIAC, which is a subsidiary of Venerable. VIAC is a related party due to Athene’s investment in VA Capital. Effective July 1, 2023, VIAC recaptured $2.7 billion of reserves, which represents a portion of their business that was subject to those coinsurance and modco agreements. Athene recognized a gain of $555 million, which is included in other revenues on the condensed consolidated statements of operations, in the third quarter of 2023 as a result of the settlement of the recapture agreement. As a result of Athene’s intent to transfer the assets supporting this business to VIAC in connection with the recapture, Athene was required by U.S. GAAP to recognize the unrealized losses on these assets of $104 million as intent-to-sell impairments in the second quarter of 2023.

Additionally, Athene has term loans receivable from Venerable due in 2033, which are included in investments in related parties on the condensed consolidated statements of financial condition. The loans are held at fair value and were $335 million and $343 million as of June 30, 2024 and December 31, 2023, respectively. While management viewed the overall transactions with Venerable as favorable to Athene, the stated interest rate of 6.257% on the initial term loan to Venerable represented a below-market interest rate, and management considered such rate as part of its evaluation and pricing of the reinsurance transactions.

Wheels

Athene invests in Wheels, Inc. (“Wheels”) indirectly through its investment in AAA. As of June 30, 2024 and December 31, 2023, Athene also owned $938 million and $981 million, respectively, of AFS securities issued by Wheels, which are included in investments in related parties on the condensed consolidated statements of financial condition. Athene also has commitments to make additional investments in Wheels of $72 million as of June 30, 2024.

Apollo/Athene Dedicated Investment Programs    

Athene’s subsidiary, ACRA 1 is partially owned by ADIP I, a series of funds managed by Apollo. Athene’s subsidiary, ALRe, currently holds 36.55% of the economic interests in ACRA 1 and all of ACRA 1’s voting interests, with ADIP I holding the remaining 63.45% of the economic interests. ACRA 2 is partially owned by ADIP II, a fund managed by Apollo. ALRe currently holds 40% of the economic interests and all of ACRA 2’s voting interests, with ADIP II holding the remaining 60% of the economic interests.

Athene received capital contributions and paid distributions relating to ACRA of the following:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Contributions from ADIP			$	300					$	—					$	705					$	—
Distributions to ADIP			(254)						—						(508)						(127)

16. Commitments and Contingencies

Investment Commitments

The Company has unfunded capital commitments of $631 million as of June 30, 2024 related to the funds it manages. Separately, Athene had commitments to make investments, primarily capital contributions to investment funds, inclusive of related party commitments discussed previously and those of its consolidated VIEs, of $25.1 billion as of June 30, 2024. The Company expects most of the current commitments will be invested over the next five years; however, these commitments could become due any time upon counterparty request.

Contingent Obligations

Performance allocations with respect to certain funds are subject to reversal in the event of future losses to the extent of the cumulative revenues recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through June 30, 2024 and that could be reversed approximates $5.4 billion. Performance allocations are affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if

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the underlying business fundamentals remain stable. Management views the possibility of all of the investments becoming worthless as remote.

Additionally, at the end of the life of certain funds, Apollo may be obligated as general partner, to repay the funds’ performance allocations received in excess of what was ultimately earned. This obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or as otherwise set forth in the partnership agreement of the fund.

Certain funds may not generate performance allocations as a result of unrealized and realized losses that are recognized in the current and prior reporting periods. In certain cases, performance allocations will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.

One of Apollo’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings of related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties. As of June 30, 2024, there were no open underwriting commitments.

The Company, along with a third-party institutional investor, has committed to provide financing to a consolidated VIE that invests across Apollo’s capital markets platform (such VIE, the “Apollo Capital Markets Partnership”). Pursuant to these arrangements, the Company has committed equity financing to the Apollo Capital Markets Partnership. The Apollo Capital Markets Partnership also has a revolving credit facility with Sumitomo Mitsui Banking Corporation, as lead arranger, administrative agent and letter of credit issuer, Mizuho Bank Ltd., and other lenders party thereto, pursuant to which it may borrow up to $2.25 billion. The revolving credit facility, which has a final maturity date of April 1, 2025, is non-recourse to the Company, except that the Company provided customary comfort letters with respect to its capital contributions to the Apollo Capital Markets Partnership. As of June 30, 2024, the Apollo Capital Markets Partnership had funded commitments of $1.0 billion, on a net basis, to transactions across Apollo’s capital markets platform, all of which were funded through the revolving credit facility and other asset-based financing. No capital had been funded by the Company to the Apollo Capital Markets Partnership pursuant to its commitment.

Whether the commitments of the Apollo Capital Markets Partnership are actually funded, in whole or in part, depends on the contractual terms of such commitments, including the satisfaction or waiver of any conditions to closing or funding. It is expected that between the time the Apollo Capital Markets Partnership makes a commitment and funding of such commitment, efforts will be made to syndicate such commitment to, among others, third parties, which should reduce its risk when committing to certain transactions. The Apollo Capital Markets Partnership may also, with respect to a particular transaction, enter into other arrangements with third parties which reduce its commitment risk.

In connection with the acquisition of Stone Tower in 2012, Apollo agreed to pay its former owners a specified percentage of future performance revenues earned from certain of its funds, CLOs, and strategic investment accounts. This obligation was determined based on the present value of estimated future performance revenue payments and is recorded in other liabilities. The fair value of the remaining contingent obligation was $57 million and $67 million as of June 30, 2024 and December 31, 2023, respectively. This contingent consideration obligation is remeasured to fair value at each reporting period until the obligations are satisfied. The changes in the fair value of the Stone Tower contingent consideration obligation is reflected in profit sharing expense in the condensed consolidated statements of operations.

In connection with the acquisition of Griffin Capital’s U.S. asset management business on May 3, 2022, Apollo agreed to pay its former owners certain share-based consideration contingent on specified AUM and capital raising thresholds. This obligation was determined based on the present value of estimated future performance relative to such thresholds and is recorded in other liabilities. During the second quarter of 2024, the specified capital raise thresholds were achieved and the Company issued 742,742 shares of common stock to settle the share-based consideration obligation to Griffin Capital’s former owners. The fair value of the remaining contingent obligation was $2 million and $26 million as of June 30, 2024 and December 31, 2023, respectively. This contingent consideration obligation is remeasured to fair value at each reporting period until the respective thresholds are met such that the contingencies are satisfied. The period to satisfy such contingencies is valid until the end of 2024. The changes in the fair value of the Griffin Capital contingent consideration obligation are reflected in other income (loss) in the condensed consolidated statements of income.

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Funding Agreements

Athene is a member of the Federal Home Loan Bank of Des Moines (“FHLB”) and, through its membership, has issued funding agreements to the FHLB in exchange for cash advances. As of June 30, 2024 and December 31, 2023, Athene had $11.9 billion and $6.5 billion, respectively, of FHLB funding agreements outstanding. Athene is required to provide collateral in excess of the funding agreement amounts outstanding, considering any discounts to the securities posted and prepayment penalties.

Athene has a funding agreement backed notes (“FABN”) program, which allows Athene Global Funding, a special purpose, unaffiliated statutory trust, to offer its senior secured medium-term notes. Athene Global Funding uses the net proceeds from each sale to purchase one or more funding agreements from Athene. As of June 30, 2024 and December 31, 2023, Athene had $21.0 billion and $19.9 billion, respectively, of FABN funding agreements outstanding. Athene had $13.5 billion of board-authorized FABN capacity remaining as of June 30, 2024.

Athene also issues secured and other funding agreements. Secured funding agreements involve special-purpose, unaffiliated entities entering into repurchase agreements with a third party, the proceeds of which are used by the special-purpose entities to purchase funding agreements from Athene. As of June 30, 2024 and December 31, 2023, Athene had $8.5 billion and $6.0 billion, respectively, of secured and other funding agreements outstanding.

Pledged Assets and Funds in Trust (Restricted Assets)

Athene’s total restricted assets included on the condensed consolidated statements of financial condition are as follows:

(In millions)			June 30, 2024						December 31, 2023
AFS securities			$	37,051					$	32,458
Trading securities			1,704						139
Equity securities			255						80
Mortgage loans			20,239						14,257
Investment funds			491						409
Derivative assets			82						73
Short-term investments			50						153
Other investments			578						313
Restricted cash and cash equivalents			1,103						1,761
Total restricted assets			$	61,553					$	49,643

The restricted assets are primarily related to reinsurance trusts established in accordance with coinsurance agreements and the FHLB and secured funding agreements described above.

Letters of Credit

Athene has undrawn letters of credit totaling $1.3 billion as of June 30, 2024. These letters of credit were issued for Athene’s reinsurance program and have expirations through May 22, 2028.

Atlas

In connection with the Company and CS’s previously announced transaction, whereby Atlas acquired certain assets of the CS Securitized Products Group, two subsidiaries of the Company have each issued an assurance letter to CS to guarantee the full five year deferred purchase obligation of Atlas in the amount of $3.3 billion. In March 2024, in connection with Atlas concluding its investment management agreement with CS, the deferred purchase obligation amount was reduced 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 obligation. The Company’s guarantee is not probable of payment hence there is no liability on the Company’s condensed consolidated financial statements.

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Litigation and Regulatory Matters

The Company is party to various legal actions arising from time to time in the ordinary course of business, including claims and lawsuits, arbitrations, reviews, investigations or proceedings by governmental and self-regulatory agencies regarding the Company’s business.

On December 21, 2017, several entities referred to collectively as “Harbinger” commenced an action in New York Supreme Court captioned Harbinger Capital Partners II LP et al. v. Apollo Global Management LLC, et al. (No. 657515/2017). The complaint named as defendants AAM, and funds managed by Apollo that invested in SkyTerra Communications, Inc. (“SkyTerra”), among others. The complaint alleged that during the period of Harbinger’s various equity and debt investments in SkyTerra from 2004 to 2010, the defendants concealed from Harbinger material defects in SkyTerra technology. The complaint further alleged that Harbinger would not have made investments in SkyTerra totaling approximately $1.9 billion had it known of the defects, and that the public disclosure of these defects ultimately led to SkyTerra filing for bankruptcy in 2012 (after it had been renamed LightSquared). The complaint sought $1.9 billion in damages, as well as punitive damages, interest, costs, and fees. On June 12, 2019, Harbinger voluntarily discontinued the state action without prejudice. On June 8, 2020, Harbinger refiled its litigation in New York Supreme Court, captioned Harbinger Capital Partners II, LP et al. v. Apollo Global Management, LLC et al. (No. 652342/2020). The complaint adds eight new defendants and three new claims relating to Harbinger’s contention that the new defendants induced Harbinger to buy CCTV One Four Holdings, LLC (“CCTV”) to support SkyTerra’s network even though they allegedly knew that the network had material defects. On November 23, 2020, Defendants refiled a bankruptcy motion, and on November 24, 2020, filed in the state court a motion to stay the state court proceedings pending a ruling by the bankruptcy court on the bankruptcy motion. On February 1, 2021, the bankruptcy court denied the bankruptcy motion. Defendants filed their motions to dismiss the New York Supreme Court action on March 31, 2021, which were granted in part and denied in part on May 23, 2023. The court granted in full the Defendants’ motion to dismiss Harbinger’s complaint as time-barred and denied as moot the Defendants’ motion to dismiss the complaint for failure to state a claim. Plaintiffs have appealed the court’s decision. Apollo believes the claims in this action are without merit. No reasonable estimate of possible loss, if any, can be made at this time.

In March 2020, Frank Funds, which claims to be a former shareholder of MPM Holdings, Inc. (“MPM”), commenced an action in the Delaware Court of Chancery, captioned Frank Funds v. Apollo Global Management, Inc., et al., C.A. No. 2020-0130, against AAM, certain former MPM directors (including three Apollo officers and employees), and members of the consortium that acquired MPM in a May 2019 merger. The complaint asserted, on behalf of a putative class of former MPM shareholders, a claim against Apollo for breach of its fiduciary duties as MPM’s alleged controlling shareholder in connection with the May 2019 merger. Frank Funds seeks unspecified compensatory damages. On July 23, 2019, a group of former MPM shareholders filed an appraisal petition in Delaware Chancery Court seeking the fair value of their MPM shares that were purchased through MPM’s May 15, 2019 merger, in an action captioned In re Appraisal of MPM Holdings, Inc., C.A. No. 2019-0519 (Del. Ch.). On June 3, 2020, petitioners moved for leave to file a verified amended appraisal petition and class-action complaint that included claims for breach of fiduciary duty and/or aiding and abetting breaches of fiduciary duty against AAM, the Apollo-affiliated fund that owned MPM’s shares before the merger, certain former MPM directors (including three Apollo employees), and members of the consortium that acquired MPM, based on alleged actions related to the May 2019 merger. The petitioners also sought to consolidate their appraisal proceeding with the Frank Funds action. On November 13, 2020, the Chancery Court granted the parties’ stipulated order to consolidate the two matters, and on December 21, 2020, the Chancery Court granted petitioners’ motion for leave to file the proposed amended complaint. This new consolidated action is captioned In Re MPM Holdings Inc. Appraisal and Stockholder Litigation, C.A. No. 2019-0519 (Del Ch.). On November 17, 2023, Plaintiff and Defendants filed a stipulation of settlement with the Chancery Court. On February 23, 2024, the Chancery Court held a hearing on the proposed settlement, which is now pending Court approval.

On August 4, 2020, a putative class action complaint was filed in the United States District Court for the District of Nevada against PlayAGS Inc. (“PlayAGS”), all of the members of PlayAGS’s board of directors (including three directors who are affiliated with Apollo), certain underwriters of PlayAGS (including Apollo Global Securities, LLC), as well as AAM, Apollo Investment Fund VIII, L.P., Apollo Gaming Holdings, L.P., and Apollo Gaming Voteco, LLC (these last four parties, together, the “Apollo Defendants”). The complaint asserted claims against all defendants arising under the Securities Act of 1933 in connection with certain secondary offerings of PlayAGS stock conducted in August 2018 and March 2019, alleging that the registration statements issued in connection with those offerings did not fully disclose certain business challenges facing PlayAGS. The complaint further asserted a control person claim under Section 20(a) of the Exchange Act against the Apollo Defendants and the director defendants (including the directors affiliated with Apollo), alleging such defendants were responsible for certain misstatements and omissions by PlayAGS about its business. On December 2, 2022, the Court dismissed all claims against the underwriters (including Apollo Global Securities, LLC) and the Apollo Defendants, but allowed a claim

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against PlayAGS and two of PlayAGS’s executives to proceed. On February 13, 2024, the Court dismissed the entire case against all defendants, with prejudice, and instructed the clerk of the court to close the case. On March 14, 2024, plaintiffs filed a notice of appeal. Plaintiffs filed their opening brief on May 3, 2024 and responsive briefs were filed on July 26, 2024. Apollo believes the claims in this action are without merit. No reasonable estimate of possible loss, if any, can be made at this time.

On August 17, 2023, a purported stockholder of AGM filed a shareholder derivative complaint (the “Original Complaint”) in the Court of Chancery of the State of Delaware against current AGM directors Marc Rowan, Scott Kleinman, James Zelter, Alvin Krongard, Michael Ducey, and Pauline Richards, Apollo Former Managing Partners Leon Black and Joshua Harris, and, as a nominal defendant, AGM. The action is captioned Anguilla Social Security Board vs. Black et al., C.A. No. 2023-0846-JTL and challenges the $570 million payments being made to the Former Managing Partners and Contributing Partners in connection with the elimination of the Up-C structure that was in place prior to Apollo’s merger with Athene. As previously disclosed in Apollo’s SEC filings, this purported stockholder previously had sought and received documents relating to the transaction pursuant to Section 220 of the Delaware General Corporation Law. The Original Complaint alleged that the challenged payments amount to corporate waste, that the Former Managing Partners and Contributing Partners received payments in connection with the Corporate Recapitalization that exceed fair value and therefore breached their fiduciary duties, and that the independent conflicts committee of the AAM board of directors (which then consisted of Mr. Krongard, Mr. Ducey, and Ms. Richards) that negotiated the elimination of the TRA breached their fiduciary duties. The Original Complaint alleged that pre-suit demand was futile because a majority of AGM’s board is either not independent from the Former Managing Partners or face a substantial likelihood of liability in light of the challenges to the transaction. The Original Complaint sought, among other things, declaratory relief, unspecified monetary damages, interest, restitution, disgorgement, injunctive relief, costs, and attorneys’ fees. On November 16, 2023, the defendants moved to dismiss the Original Complaint on the basis that, among other things, the plaintiff failed to make a pre-suit demand on the Apollo board of directors. On February 9, 2024, the plaintiff filed an amended complaint (the “Amended Complaint”) that adds new factual allegations but names the same defendants, asserts the same causes of action, and seeks the same relief as the Original Complaint. The Amended Complaint alleges that pre-suit demand was futile for the same reasons alleged in the Original Complaint. On April 25, 2024, defendants moved to dismiss the Amended Complaint. No reasonable estimate of possible loss, if any, can be made at this time.

On March 14, 2024, a purported stockholder of AGM filed a class action complaint against AGM. The complaint alleges, among other things, that certain provisions of the stockholders agreement, entered into on January 1, 2022 between AGM and the Former Managing Partners, violate Delaware law. Apollo believes the claims in this action are without merit. On July 11, 2024, defendants moved to dismiss. No reasonable estimate of possible loss, if any, can be made at this time.

Certain of Apollo’s investment adviser subsidiaries have received a request for information and documents from the SEC in connection with an investigation concerning compliance with record retention requirements relating to business communications sent or received via electronic messaging channels. As has been publicly reported, the SEC is conducting similar investigations of other investment advisers. The Company is in discussions with the SEC regarding a potential resolution of this investigation, but there can be no assurances that these discussions will lead to resolution of the investigation. As of June 30, 2024, Apollo recorded an accrual for the estimated liability associated with this matter.

Guaranty Association Assessments

Guaranty associations may subject member insurers, including Athene, to assessments that require the insurers to pay funds to cover contractual obligations under insurance policies issued by insurance companies that become impaired or insolvent. The assessments are based on an insurer’s proportionate share of premiums, on a state-by-state basis, written during a specified one-year or three-year period for lines of business in which the impaired or insolvent insurer engaged, subject to prescribed limits. On December 30, 2022, the North Carolina Wake County Superior Court entered an Order of Liquidation (the “Liquidation Order”) against Bankers Life Insurance Company (“BLIC”) and Colorado Bankers Life Insurance Company (“CBLIC”), which was affirmed by the North Carolina Court of Appeals on March 5, 2024. On April 9, 2024, GBIG Holdings, LLC (“GBIG”), the sole shareholder of BLIC and CBLIC, filed a Petition for Discretionary Review requesting the North Carolina Supreme Court review the decision by the North Carolina Court of Appeals to affirm the Liquidation Order. On July 11, 2024, GBIG filed a Motion to Withdraw its Petition for Discretionary Review. Athene is not a party to this litigation. If the North Carolina Supreme Court grants the Motion to Withdraw in the third quarter of 2024, we expect guaranty associations to commence levying assessments shortly thereafter, with payments due from member insurers in the third and fourth quarters of 2024. As of June 30, 2024, we have not recorded a liability for these assessments. We do not expect the assessments levied against Athene in connection with the BLIC and CBLIC insolvencies to have a material adverse effect on our consolidated financial statements for the year ended December 31, 2024, but we cannot estimate the amount of any such assessments at this time.

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17. Segments

The Company conducts its business through three reportable segments: (i) Asset Management, (ii) Retirement Services and (iii) Principal Investing. Segment information is utilized by the Company’s chief operating decision maker to assess performance and to allocate resources.

The performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because the chief operating decision maker makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.

Segment Income

Segment Income is the key performance measure used by management in evaluating the performance of the asset management, retirement services, and principal investing segments. Management uses Segment Income to make key operating decisions such as the following:

•decisions related to the allocation of resources such as staffing decisions, including hiring and locations for deployment of the new hires;

•decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses;

•decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in the funds and those of Apollo’s stockholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo’s performance and growth for the year; and

•decisions related to the amount of earnings available for dividends to common stockholders and holders of equity-based awards that participate in dividends.

Segment Income is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. Segment Income is the sum of (i) Fee Related Earnings, (ii) Spread Related Earnings and (iii) Principal Investing Income. Segment Income excludes the effects of the consolidation of any of the related funds and SPACs, interest and other financing costs related to AGM not attributable to any specific segment, taxes and related payables, transaction-related charges and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration, and certain other charges associated with acquisitions, and restructuring charges. In addition, Segment Income excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.

Segment Income may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use Segment Income as a measure of operating performance, not as a measure of liquidity. Segment Income should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of Segment Income without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using Segment Income as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of Segment Income to its most directly comparable U.S. GAAP measure of income (loss) before income tax provision can be found in this footnote.

Fee Related Earnings

Fee Related Earnings (“FRE”) is a component of Segment Income that is used to assess the performance of the Asset Management segment. FRE is the sum of (i) management fees, (ii) capital solutions and other related fees, (iii) fee-related performance fees from indefinite term vehicles, that are measured and received on a recurring basis and not dependent on realization events of the underlying investments, excluding performance fees from Athene and performance fees from origination platforms dependent on capital appreciation, and (iv) other income, net, less (a) fee-related compensation, excluding

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equity-based compensation, (b) non-compensation expenses incurred in the normal course of business, (c) placement fees and (d) non-controlling interests in the management companies of certain funds the Company manages.

Spread Related Earnings

Spread Related Earnings (“SRE”) is a component of Segment Income that is used to assess the performance of the Retirement Services segment, excluding certain market volatility, which consists of investment gains (losses), net of offsets, and non-operating change in insurance liabilities and related derivatives, and certain expenses related to integration, restructuring, equity-based compensation, and other expenses. For the Retirement Services segment, SRE equals the sum of (i) the net investment earnings on Athene’s net invested assets and (ii) management fees received on business managed for others, less (x) cost of funds, (y) operating expenses excluding equity-based compensation and (z) financing costs, including interest expense and preferred dividends, if any, paid to Athene preferred stockholders.

Principal Investing Income

Principal Investing Income (“PII”) is a component of Segment Income that is used to assess the performance of the Principal Investing segment. For the Principal Investing segment, PII is the sum of (i) realized performance fees, including certain realizations received in the form of equity, and (ii) realized investment income, less (x) realized principal investing compensation expense, excluding expense related to equity-based compensation, and (y) certain corporate compensation and non-compensation expenses.

The following presents financial data for the Company’s reportable segments.

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Asset Management
Management fees1			$	672					$	620					$	1,324					$	1,197
Capital solutions fees and other, net			208						138						349						276
Fee-related performance fee			52						35						98						62
Fee-related compensation			(240)						(212)						(460)						(423)
Other operating expenses			(176)						(139)						(333)						(273)
Fee Related Earnings			516						442						978						839
Retirement Services
Fixed income and other net investment income			2,633						2,207						5,087						4,164
Alternative net investment income			168						259						434						444
Strategic capital management fees			24						16						49						30
Cost of funds			(1,880)						(1,437)						(3,603)						(2,672)
Other operating expenses			(116)						(117)						(230)						(241)
Interest and other financing costs			(119)						(129)						(210)						(238)
Spread Related Earnings			710						799						1,527						1,487
Principal Investing
Realized performance fees			175						177						269						341
Realized investment income			11						2						25						30
Principal investing compensation			(138)						(145)						(211)						(315)
Other operating expenses			(15)						(14)						(29)						(28)
Principal Investing Income			33						20						54						28
Segment Income			$	1,259					$	1,261					$	2,559					$	2,354

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Segment Assets:			June 30, 2024						December 31, 2023
Asset Management			$	2,154					$	1,938
Retirement Services			324,850						294,730
Principal Investing			9,874						9,573
Total Assets2			$	336,878					$	306,241
1 Includes intersegment management fees from Retirement Services of $291 million and $570 million for the three and six months ended June 30, 2024, respectively, and $232 million and $448 million for the three and six months ended June 30, 2023, respectively.
2 Refer below for a reconciliation of total assets for Apollo’s total reportable segments to total consolidated assets.

The following presents the reconciliation of income before income tax provision reported in the condensed consolidated statements of operations to Segment Income:

			Three months ended June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
Income (loss) before income tax provision (benefit)			$	1,438					$	951					$	3,625					$	2,742
Asset Management Adjustments:
Equity-based profit sharing expense and other1			45						57						139						124
Equity-based compensation			84						58						158						110
Transaction-related charges2			22						(4)						77						(7)
Merger-related transaction and integration costs3			7						5						15						12
(Gains) losses from change in tax receivable agreement liability			1						—						1						—
Net (income) loss attributable to non-controlling interests in consolidated entities			(323)						(192)						(700)						(715)
Unrealized performance fees			(86)						86						(354)						(153)
Unrealized profit sharing expense			35						1						194						136
HoldCo interest and other financing costs4			15						20						30						41
Unrealized principal investment income (loss)			1						(29)						(10)						(39)
Unrealized net (gains) losses from investment activities and other5			57						8						29						20
Retirement Services Adjustments:
Investment (gains) losses, net of offsets			124						563						146						166
Non-operating change in insurance liabilities and related derivatives6			(203)						(304)						(876)						(169)
Integration, restructuring and other non-operating expenses			31						28						61						57
Equity-based compensation			11						13						24						29
Segment Income			$	1,259					$	1,261					$	2,559					$	2,354
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 Three and six months ended June 30, 2024 includes an accrual related to an estimated liability associated with a regulatory matter.
6 Includes change in fair values of derivatives and embedded derivatives, non-operating change in funding agreements, change in fair value of market risk benefits, and non-operating change in liability for future policy benefits.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the reconciliation of the Company’s total reportable segment assets to total assets:

(In millions)			June 30, 2024						December 31, 2023
Total reportable segment assets			$	336,878					$	306,241
Adjustments1			9,626						7,247
Total assets			$	346,504					$	313,488
1 Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.

18. Subsequent Events

Dividends

On August 1, 2024, the Company declared a cash dividend of $0.4625 per share of common stock, which will be paid on August 30, 2024 to holders of record at the close of business on August 16, 2024.

On August 1, 2024, the Company also declared and set aside for payment a cash dividend of $0.8438 per share of its Mandatory Convertible Preferred Stock, which will be paid on October 31, 2024 to holders of record at the close of business on October 15, 2024.

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ITEM 1A. UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION

			June 30, 2024
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Assets
Asset Management
Cash and cash equivalents			$	2,854					$	—					$	—					$	2,854
Restricted cash and cash equivalents			2						—						—						2
Investments			5,911						—						(214)						5,697
Assets of consolidated variable interest entities
Cash and cash equivalents			—						473						—						473
Investments			—						1,788						(80)						1,708
Other assets			—						385						(78)						307
Due from related parties			512						—						(33)						479
Goodwill			264						—						—						264
Other assets			2,440						—						—						2,440
			11,983						2,646						(405)						14,224
Retirement Services
Cash and cash equivalents			13,004						—						—						13,004
Restricted cash and cash equivalents			1,093						—						—						1,093
Investments			237,318						—						—						237,318
Investments in related parties			41,623						—						(13,897)						27,726
Assets of consolidated variable interest entities
Cash and cash equivalents			—						557						—						557
Investments			1,370						20,827						(104)						22,093
Other assets			25						118						—						143
Reinsurance recoverable			6,188						—						—						6,188
Deferred acquisition costs, deferred sales inducements and value of business acquired			6,699						—						—						6,699
Goodwill			4,064						—						—						4,064
Other assets			13,465						—						(70)						13,395
			324,849						21,502						(14,071)						332,280
Total Assets			$	336,832					$	24,148					$	(14,476)					$	346,504
																					(Continued)

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			June 30, 2024
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Liabilities, Redeemable non-controlling interests and Equity
Liabilities
Asset Management
Accounts payable, accrued expenses, and other liabilities			$	3,638					$	—					$	—					$	3,638
Due to related parties			829						—						(75)						754
Debt			4,082						—						—						4,082
Liabilities of consolidated variable interest entities
Other liabilities			—						1,728						—						1,728
			8,549						1,728						(75)						10,202
Retirement Services
Interest sensitive contract liabilities			228,389						—						—						228,389
Future policy benefits			50,799						—						—						50,799
Market risk benefits			3,727						—						—						3,727
Debt			5,733						—						—						5,733
Payables for collateral on derivatives and securities to repurchase			9,876						—						—						9,876
Other liabilities			7,847						—						—						7,847
Liabilities of consolidated variable interest entities
Other liabilities			34						1,492						(9)						1,517
			306,405						1,492						(9)						307,888
Total Liabilities			314,954						3,220						(84)						318,090
Commitments and Contingencies (note 16)
Redeemable non-controlling interests:
Redeemable non-controlling interests			—						14						—						14
Equity
Mandatory Convertible Preferred Stock			1,398						—						—						1,398
Additional paid in capital			15,337						(22)						4						15,319
Retained earnings (accumulated deficit)			4,341						14,361						(14,326)						4,376
Accumulated other comprehensive income (loss)			(5,821)						(34)						35						(5,820)
Total AGM Stockholders’ Equity			15,255						14,305						(14,287)						15,273
Non-controlling interests			6,623						6,609						(105)						13,127
Total Equity			21,878						20,914						(14,392)						28,400
Total Liabilities, Redeemable non-controlling interests and Equity			$	336,832					$	24,148					$	(14,476)					$	346,504
																					(Concluded)

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			December 31, 2023
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Assets
Asset Management
Cash and cash equivalents			$	2,748					$	—					$	—					$	2,748
Restricted cash and cash equivalents			2						—						—						2
Investments			5,673						—						(171)						5,502
Assets of consolidated variable interest entities
Cash and cash equivalents			—						62						—						62
Investments			—						1,690						(50)						1,640
Other assets			—						204						(27)						177
Due from related parties			464						—						(15)						449
Goodwill			264						—						—						264
Other assets			2,331						—						—						2,331
			11,482						1,956						(263)						13,175
Retirement Services
Cash and cash equivalents			13,020						—						—						13,020
Restricted cash and cash equivalents			1,761						—						—						1,761
Investments			213,099						—						—						213,099
Investments in related parties			39,194						—						(13,352)						25,842
Assets of consolidated variable interest entities
Cash and cash equivalents			—						98						—						98
Investments			1,453						18,886						(107)						20,232
Other assets			9						101						—						110
Reinsurance recoverable			4,154						—						—						4,154
Deferred acquisition costs, deferred sales inducements and value of business acquired			5,979						—						—						5,979
Goodwill			4,065						—						—						4,065
Other assets			11,996						—						(43)						11,953
			294,730						19,085						(13,502)						300,313
Total Assets			$	306,212					$	21,041					$	(13,765)					$	313,488
																					(Continued)

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			December 31, 2023
(In millions)			Apollo Global Management, Inc. and Consolidated Subsidiaries						Consolidated Funds and VIEs						Eliminations						Consolidated
Liabilities, Redeemable non-controlling interests and Equity
Liabilities
Asset Management
Accounts payable, accrued expenses, and other liabilities			$	3,333					$	5					$	—					$	3,338
Due to related parties			897						—						(27)						870
Debt			3,883						—						—						3,883
Liabilities of consolidated variable interest entities
Other liabilities			—						1,145						—						1,145
			8,113						1,150						(27)						9,236
Retirement Services
Interest sensitive contract liabilities			204,670						—						—						204,670
Future policy benefits			53,287						—						—						53,287
Market risk benefits			3,751						—						—						3,751
Debt			4,209						—						—						4,209
Payables for collateral on derivatives and securities to repurchase			7,536						—						—						7,536
Other liabilities			4,456						—						—						4,456
Liabilities of consolidated variable interest entities
Other liabilities			38						1,076						(16)						1,098
			277,947						1,076						(16)						279,007
Total Liabilities			286,060						2,226						(43)						288,243
Commitments and Contingencies (note 16)
Redeemable non-controlling interests
Redeemable non-controlling interests			—						12						—						12
Equity
Mandatory Convertible Preferred Stock			1,398						—						—						1,398
Additional paid in capital			15,282						(34)						1						15,249
Retained earnings (accumulated deficit)			2,948						13,693						(13,669)						2,972
Accumulated other comprehensive income (loss)			(5,575)						(19)						19						(5,575)
Total AGM Stockholders’ Equity			14,053						13,640						(13,649)						14,044
Non-controlling interests			6,099						5,163						(73)						11,189
Total Equity			20,152						18,803						(13,722)						25,233
Total Liabilities, Redeemable non-controlling interests and Equity			$	306,212					$	21,041					$	(13,765)					$	313,488
																					(Concluded)

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Apollo Global Management, Inc.’s condensed consolidated financial statements and the related notes within this quarterly report. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Item 1A. Risk Factors” in the 2023 Annual Report and “Item 1A. Risk Factors” in this quarterly report. The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods. Target returns included in this report are presented gross and do not account for fees, expenses and taxes, which will reduce returns. Target returns are neither guarantees nor predictions or projections of future performance. There can be no assurance that target returns will be achieved or that Apollo will be successful in implementing the applicable strategy. Actual gross and net returns for funds managed by Apollo, and individual investors participating directly or indirectly in funds managed by Apollo, may vary significantly from the target returns set forth herein.

General

Our Businesses

Founded in 1990, Apollo is a high-growth, global alternative asset manager and a retirement services provider. Apollo conducts its business primarily in the United States through the following three reportable segments: Asset Management, Retirement Services and Principal Investing. These business segments are differentiated based on the investment services they provide as well as varying investing strategies. As of June 30, 2024, Apollo had a team of 5,009 employees, including 2,034 employees of Athene.

Asset Management

Our Asset Management segment focuses on three investing strategies: yield, hybrid and equity. We have a flexible mandate in many of the funds we manage which enables the funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds, accounts and other vehicles on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds and insurance companies, as well as other institutional and individual investors. As of June 30, 2024, we had total AUM of $696 billion.

The yield, hybrid and equity investing strategies of our Asset Management segment reflect the range of investment capabilities across our platform based on relative risk and return. As an asset manager, we earn fees for providing investment management services and expertise to our client base. The amount of fees charged for managing these assets depends on the underlying investment strategy, liquidity profile, and, ultimately, our ability to generate returns for our clients. We also earn capital solutions fees as part of our growing capital solutions business and as part of monitoring and deployment activity alongside our sizeable private equity franchise. After expenses, we call the resulting earnings stream “Fee Related Earnings” or “FRE”, which represents the primary performance measure for the Asset Management segment.

Yield

Yield is our largest asset management strategy with $521 billion of AUM as of June 30, 2024. Our yield strategy focuses on generating excess returns through high-quality credit underwriting and origination. Beyond participation in the traditional issuance and secondary credit markets, through our origination platforms and corporate solutions capabilities we seek to originate attractive and safe-yielding assets for the investors in the funds we manage. Within our yield strategy, we target 4% to 10% returns for our clients. Since inception, the total return yield fund has generated a 6% gross ROE and a 5% net ROE annualized through June 30, 2024.

Hybrid

Our hybrid strategy, with $70 billion of AUM as of June 30, 2024, brings together our capabilities across debt and equity to seek to offer a differentiated risk-adjusted return with an emphasis on structured downside protected opportunities across asset classes. We target 8% to 15% returns within our hybrid strategy by pursuing investments in all market environments, deploying capital during both periods of dislocation and market strength, and focusing on different investing strategies and asset classes.

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The flagship hybrid credit hedge fund we manage has generated an 11% gross ROE and a 7% net ROE annualized and the hybrid value funds we manage have generated a 20% gross IRR and a 15% net IRR from inception through June 30, 2024.

Equity

Our equity strategy manages $105 billion of AUM as of June 30, 2024. Our equity strategy emphasizes flexibility, complexity, and purchase price discipline to drive opportunistic-like returns for our clients throughout market cycles. Apollo’s equity team has experience across sectors, industries, and geographies in both private equity and real estate equity. Our control equity transactions are principally buyouts, corporate carveouts and distressed investments, while the real estate funds we manage generally transact in single asset, portfolio and platform acquisitions. Within our equity strategy, we target returns above 15% in the funds we manage. We have consistently produced attractive long-term investment returns in the traditional private equity funds we manage, generating a 39% gross IRR and a 24% net IRR on a compound annual basis from inception through June 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.

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The diagram below depicts our current organizational structure:

Note: The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure.

(1)Includes direct and indirect ownership by AGM.

Business Environment

Economic and Market Conditions

Our asset management and retirement services businesses are affected by the condition of global financial markets and the economy. Price fluctuations within equity, credit, commodity, foreign exchange markets, as well as interest rates and global inflation, which may be volatile and mixed across geographies, can significantly impact the performance of our business, including, but not limited to, the valuation of investments, including those of the funds we manage, and related income we may recognize.

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

We carefully monitor economic and market conditions that could potentially give rise to global market volatility and affect our business operations, investment portfolios and derivatives, which includes global inflation. U.S. inflation eased 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 3.0% as of June 30, 2024, compared to 3.5% as of March 31, 2024. The U.S. Federal Reserve finished the quarter with a benchmark interest rate target range of 5.25% to 5.50%, unchanged from its July 2023 meeting.

Equity market performance was strong during the second quarter of 2024. In the U.S., the S&P 500 Index increased by 3.9% during the quarter following an increase of 10.2% in the first quarter of 2024. However, global equity markets decreased during the quarter, with the MSCI All Country World ex USA Index decreasing by 0.4%, following an increase of 5.7% in the first quarter of 2024.

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Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the second quarter of 2024, with the BofAML HY Master II Index increasing by 1.1%, while the S&P/LSTA Leveraged Loan Index increased by 2.1%.

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 second quarter of 2024, following an increase of 1.4% in the first quarter of 2024. As of July 2024, the International Monetary Fund estimated that the U.S. economy will expand by 2.6% in 2024 and 1.9% in 2025. The U.S. Bureau of Labor Statistics reported that the U.S. unemployment rate increased to 4.1% as of June 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 strengthened in the second quarter of 2024 compared to the euro. Relative to the U.S. dollar, the euro depreciated 0.7% during the second quarter of 2024, after depreciating 2.3% in the first quarter of 2024, while the British pound appreciated 0.2% during the second quarter of 2024, after depreciating 0.8% in the first quarter of 2024. Oil finished the second quarter of 2024 down 2.0% from the first 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 June 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 increased during the second quarter of 2024, with the U.S. 10-year Treasury yield at 4.36%, compared to 4.20% at the end of the first quarter of 2024. The U.S. 2-year and 10-year Treasury yield curves remain inverted.

With respect to Retirement Services, Athene’s investment portfolio consists predominantly of fixed maturity investments. If prevailing interest rates were to rise, we believe the yield on Athene’s new investment purchases may also rise and its investment income from floating rate investments would increase, while the value of its existing investments may decline. If prevailing interest rates were to decline significantly, the yield on Athene’s new investment purchases may decline and its investment income from floating rate investments would decrease, while the value of its existing investments may increase.

Athene addresses interest rate risk through managing the duration of the liabilities it sources with assets it acquires through asset liability management (“ALM”) modeling. As part of its investment strategy, Athene purchases floating rate investments, which are expected to perform well in a rising interest rate environment and are expected to underperform in a declining rate environment. Athene manages its interest rate risk in a declining rate environment through hedging activity or the issuance of additional floating rate liabilities in order to lower its overall net floating rate position. As of June 30, 2024, Athene’s net invested asset portfolio included $45.5 billion of floating rate investments, or 20% of its net invested assets, and its net reserve liabilities included $30.3 billion of floating rate liabilities at notional, or 13% of its net invested assets, resulting in $15.2 billion of net floating rate assets, or 7% of its net invested assets.

If prevailing interest rates were to rise, we believe Athene’s products would be more attractive to consumers and its sales would likely increase. If prevailing interest rates were to decline, it is likely that Athene’s products would be less attractive to consumers and its sales would likely decrease. In periods of prolonged low interest rates, the net investment spread may be negatively impacted by reduced investment income to the extent that Athene is unable to adequately reduce policyholder crediting rates due to policyholder guarantees in the form of minimum crediting rates or otherwise due to market conditions. A significant majority of Athene’s deferred annuity products have crediting rates that it may reset annually upon renewal,

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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 June 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 June 30, 2024, approximately 41% 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 59% was determined primarily by comparable company and industry multiples or discounted cash flow models. See “Item 1A. Risk Factors—Risks Relating to Our Asset Management Business—The performance of the funds we manage, and our performance, may be adversely affected by the financial performance of portfolio companies of the funds we manage and the industries in which the funds we manage invest” in the 2023 Annual Report for discussion regarding certain industry-specific risks that could affect the fair value of certain of the portfolio company investments of the funds we manage.

In certain funds we manage, generally in our equity strategy, the Company does not earn performance fees until the investors have achieved cumulative investment returns on invested capital (including management fees and expenses) in excess of an 8% hurdle rate. Additionally, certain of the yield and hybrid funds we manage have various performance fee rates and hurdle rates. Certain of the yield and hybrid funds we manage allocate performance fees to the general partner in a similar manner as the

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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:

			June 30, 2024												Performance Fees for the Three Months Ended June 30, 2024																		Performance Fees for the Six Months Ended June 30, 2024
(In millions)			Performance Fees Receivable on an Unconsolidated Basis									Unrealized						Realized						Total						Unrealized						Realized						Total
AIOF I and II			$	30											$	5					$	—					$	5					$	12					$	—					$	12
ANRP I, II and III1			68												(5)						—						(5)						30						—						30
EPF Funds1			21												(2)						8						6						(3)						8						5
FCI Funds			152												1						—						1						4						—						4
Fund X			110												52						—						52						108						—						108
Fund IX			1,679												(93)						138						45						(35)						183						148
Fund VIII2			91												(16)						1						(15)						(21)						2						(19)
Fund VII			—												—						—						—						(26)						27						1
Fund VI			27												—						2						2						—						5						5
HVF I			58												10						—						10						13						4						17
HVF II			64												59						—						59						64						—						64
Real Estate Equity			74												2						—						2						3						—						3
Corporate Credit			63												6						27						33						16						47						63
Structured Finance and ABS			134												5						9						14						21						17						38
Direct Origination			57												3						19						22						5						38						43
Other1,3			671												61						23						84						163						36						199
Total			$	3,299											$	88					$	227					$	315					$	354					$	367					$	721
Total, net of profit sharing payable4/expense			$	1,588											$	52					$	101					$	153					$	161					$	180					$	341
1 As of June 30, 2024, certain funds had $174 million in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations was $2.3 billion as of June 30, 2024.
2 As of June 30, 2024, the remaining investments and escrow cash of Fund VIII was valued at 102% 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 June 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 June 30, 2024 and realized performance fees for the three and six months ended June 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 $1.7 billion as of June 30, 2024, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $57 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.

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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 June 30, 2024:

			Performance Fees Since Inception1
(In millions)			Undistributed by Fund and Recognized						Distributed by Fund and Recognized2						Total Undistributed and Distributed by Fund and Recognized3						General Partner Obligation3						Maximum Performance Fees Subject to Potential Reversal4
AIOF I and II			$	30					$	63					$	93					$	—					$	60
ANRP I, II and III			68						161						229						38						80
EPF Funds			21						526						547						116						140
FCI Funds			152						24						176						—						152
Fund X			110						—						110						—						110
Fund IX			1,679						1,061						2,740						—						2,283
Fund VIII			91						1,779						1,870						—						1,247
Fund VII			—						3,271						3,271						—						—
Fund VI			27						1,664						1,691						—						—
Fund IV and Fund V			—						2,023						2,023						1						—
HVF I			58						246						304						—						178
HVF II			64						—						64						—						64
Real Estate Equity			74						77						151						13						77
Corporate Credit			63						958						1,021						—						40
Structured Finance and ABS			134						52						186						—						117
Direct Origination			57						148						205						—						39
Other5			671						1,906						2,577						6						827
Total			$	3,299					$	13,959					$	17,258					$	174					$	5,414
1 Certain funds are denominated in euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.07 as of June 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 $1.26 as of June 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 June 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 June 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 June 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.

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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.

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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 June 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) allowance for expected credit losses recorded through the provision for credit losses.

Expenses

Interest sensitive contract benefits

Universal life-type policies and investment contracts include traditional deferred annuities, indexed annuities consisting of fixed indexed and index-linked variable annuities in the accumulation phase, funding agreements, immediate annuities without significant mortality risk (which include pension group annuities without life contingencies), universal life insurance, and other investment contracts inclusive of assumed endowments without significant mortality risk. Liabilities for traditional deferred annuities, indexed annuities, funding agreements and universal life insurance are carried at the account balances without reduction for potential surrender or withdrawal charges, except for a block of universal life business ceded to Global Atlantic which is carried at fair value. Fixed indexed annuity, index-linked variable annuity and indexed universal life insurance contracts contain an embedded derivative. Benefit reserves for these contracts are reported as the sum of the fair value of the embedded derivative and the host (or guaranteed) component of the contracts. Liabilities for immediate annuities without significant mortality risk are calculated as the present value of future liability cash flows and policy maintenance expenses discounted at contractual interest rates. Certain contracts are offered with additional contract features that meet the definition of a market risk benefit. See “—Market risk benefits remeasurement (gains) losses” below for further information.

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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.

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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.

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Results of Operations

Below is a discussion of our condensed consolidated statements of operations for the three and six months ended June 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 June 30,												Total Change						Percentage Change						Six months ended June 30,												Total Change						Percentage Change
(In millions, except percentages)			2024						2023																		2024						2023
Revenues
Asset Management
Management fees			$	462					$	452					$	10					2.2%						$	900					$	866					$	34					3.9%
Advisory and transaction fees, net			267						170						97						57.1						436						325						111						34.2
Investment income (loss)			278						138						140						101.4						680						590						90						15.3
Incentive fees			47						26						21						80.8						73						41						32						78.0
			1,054						786						268						34.1						2,089						1,822						267						14.7
Retirement Services
Premiums			673						9,041						(8,368)						(92.6)						774						9,137						(8,363)						(91.5)
Product charges			251						207						44						21.3						489						405						84						20.7
Net investment income			3,804						2,948						856						29.0						7,380						5,560						1,820						32.7
Investment related gains (losses)			(134)						366						(500)						NM						1,543						1,431						112						7.8
Revenues of consolidated variable interest entities			366						347						19						5.5						777						628						149						23.7
Other revenues			4						7						(3)						(42.9)						6						20						(14)						(70.0)
			4,964						12,916						(7,952)						(61.6)						10,969						17,181						(6,212)						(36.2)
Total Revenues			6,018						13,702						(7,684)						(56.1)						13,058						19,003						(5,945)						(31.3)
Expenses
Asset Management
Compensation and benefits:
Salary, bonus and benefits			291						257						34						13.2						560						512						48						9.4
Equity-based compensation			142						126						16						12.7						318						250						68						27.2
Profit sharing expense			171						133						38						28.6						393						424						(31)						(7.3)
Total compensation and benefits			604						516						88						17.1						1,271						1,186						85						7.2
Interest expense			53						31						22						71.0						104						62						42						67.7
General, administrative and other			319						226						93						41.2						559						423						136						32.2
			976						773						203						26.3						1,934						1,671						263						15.7
Retirement Services
Interest sensitive contract benefits			1,824						2,012						(188)						(9.3)						4,708						3,301						1,407						42.6
Future policy and other policy benefits			1,095						9,512						(8,417)						(88.5)						1,638						9,978						(8,340)						(83.6)
Market risk benefits remeasurement (gains) losses			(16)						(71)						55						77.5						(170)						275						(445)						NM
Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired			227						153						74						48.4						434						291						143						49.1
Policy and other operating expenses			478						452						26						5.8						931						889						42						4.7
			3,608						12,058						(8,450)						(70.1)						7,541						14,734						(7,193)						(48.8)
Total Expenses			4,584						12,831						(8,247)						(64.3)						9,475						16,405						(6,930)						(42.2)
Other income (loss) – Asset Management
Net gains (losses) from investment activities			(21)						20						(41)						NM						18						18						—						—
Net gains (losses) from investment activities of consolidated variable interest entities			1						12						(11)						(91.7)						26						46						(20)						(43.5)
Other income (loss), net			24						48						(24)						(50.0)						(2)						80						(82)						NM
Total Other income (loss)			4						80						(76)						(95.0)						42						144						(102)						(70.8)
Income (loss) before income tax (provision) benefit			1,438						951						487						51.2						3,625						2,742						883						32.2
Income tax (provision) benefit			(261)						(201)						(60)						29.9						(683)						(454)						(229)						50.4
Net income (loss)			1,177						750						427						56.9						2,942						2,288						654						28.6
Net (income) loss attributable to non-controlling interests			(324)						(151)						(173)						114.6						(662)						(679)						17						(2.5)
Net income (loss) attributable to Apollo Global Management, Inc.			853						599						254						42.4						2,280						1,609						671						41.7
Preferred stock dividends			(25)						—						(25)						NM						(49)						—						(49)						NM
Net income (loss) available to Apollo Global Management, Inc. common stockholders			$	828					$	599					$	229					38.2%						$	2,231					$	1,609					$	622					38.7%
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.

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Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

In this section, references to 2024 refer to the three months ended June 30, 2024 and references to 2023 refer to the three months ended June 30, 2023.

Asset Management

Revenues

Revenues were $1,054 million in 2024, an increase of $268 million from $786 million in 2023, primarily driven by higher investment income and advisory and transaction fees, net. Investment income increased $140 million in 2024 to $278 million compared to $138 million in 2023. The increase in investment income of $140 million in 2024 was driven by an increase in performance allocations of $162 million, partially offset by a decrease in principal investment income of $22 million.

Significant drivers for performance allocations in 2024 were performance allocations primarily earned from HVF II, Fund IX, Fund X and Credit Strategies of $59 million, $53 million, $52 million and $22 million, respectively.

See below for details on the respective performance allocations in 2024.

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 services, (ii) consumer and retail, and (iii) manufacturing and industrial sectors. Moreover, the fund achieved its annualized hurdle rate 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) leisure sectors and the fund’s distressed investments.

The performance allocations earned from Fund X in 2024 were primarily driven by appreciation and realization of the fund’s distressed investments and investments in the (i) manufacturing and industrial and (ii) consumer and retail sectors.

The performance allocations earned from Credit Strategies in 2024 were primarily driven by the net income generated by the fund’s investments.

Advisory and transaction fees increased by $97 million to $267 million in 2024 from $170 million in 2023. Advisory and transaction fees reflect growth across the broader debt origination ecosystem, including a record quarter of high-grade corporate solutions activity. Advisory and transaction fees were primarily attributable to fees earned from companies in the (i) media, telecom and technology and (ii) business services sectors.

Expenses

Expenses were $976 million in 2024, an increase of $203 million from $773 million in 2023 due to increases in general, administrative and other and total compensation and benefits expenses. General, administrative and other expenses were $319 million in 2024, an increase of $93 million from $226 million in 2023. The increase in 2024 was primarily driven by an increase in professional fees, higher travel and entertainment expenses as well as fund merger-related costs of $18 million.

Total compensation and benefits were $604 million in 2024, an increase of $88 million from $516 million in 2023, primarily due to an increase in profit sharing expense of $38 million, resulting from the corresponding higher 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. Additionally, there was an increase in salary, bonus and benefits of $34 million, primarily stemming from growth in revenues and increased headcount in 2024.

Interest expense was $53 million in 2024, an increase of $22 million from $31 million in 2023. The increase in 2024 was primarily driven by higher interest expense from debt issued in 2024 and the second half of 2023.

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Other Income (Loss)

Other income (loss) was $4 million in 2024, a decrease of $76 million from $80 million in 2023. This decrease was primarily driven by decreases in net gains (losses) from investment activities and other income (loss), net of $41 million and $24 million, respectively.

Other income of $80 million 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, as well as interest income and net gains earned through the Company’s consolidated SPACs. Other income of $4 million in 2024 was primarily attributable to derivatives gains, and interest income earned on the Company’s money market funds and U.S. Treasury securities, partially offset by depreciation from certain of the Company’s balance sheet investments and an increase in earnout expense associated with a previous acquisition.

Retirement Services

Revenues

Retirement Services revenues were $5.0 billion in 2024, a decrease of $8.0 billion from $12.9 billion in 2023. The decrease was primarily driven by a decrease in premiums and a decrease in investment related gains (losses), partially offset by an increase in net investment income and an increase in revenues of consolidated VIEs.

Premiums were $673 million in 2024, a decrease of $8.4 billion from $9.0 billion in 2023, primarily driven by an $8.4 billion decrease in pension group annuity premiums compared to 2023.

Investment related gains (losses) were $(134) million in 2024, a decrease of $500 million from $366 million in 2023, primarily due to the change in fair value of FIA hedging derivatives, partially offset by changes in the fair value of mortgage loans and reinsurance assets. The change in fair value of FIA hedging derivatives decreased $948 million, primarily driven by less 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 3.9% in 2024, compared to an increase of 8.3% in 2023. The change in fair value of mortgage loans increased $359 million and the change in fair value of reinsurance assets increased $150 million, primarily driven by a smaller increase in U.S. Treasury rates in 2024 compared to 2023.

Net investment income was $3.8 billion in 2024, an increase of $856 million from $2.9 billion in 2023, primarily driven by significant growth in Athene’s investment portfolio attributed to strong net flows during the previous twelve months, higher rates on new deployment related to the higher interest rate environment and higher floating rate income.

Revenues of consolidated VIEs were $366 million in 2024, an increase of $19 million from $347 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 smaller increase in U.S. Treasury rates in 2024 compared to 2023, partially offset by an unfavorable change in the fair value of certain investment funds held within Athene’s consolidated VIEs.

Expenses

Retirement Services expenses were $3.6 billion in 2024, a decrease of $8.5 billion from $12.1 billion in 2023. The decrease was primarily driven by a decrease in future policy and other policy benefits and a decrease in interest sensitive contract benefits, partially offset by an increase in market risk benefits remeasurement (gains) losses.

Future policy and other policy benefits were $1.1 billion in 2024, a decrease of $8.4 billion from $9.5 billion in 2023, primarily driven by an $8.4 billion decrease in pension group annuity obligations compared to 2023.

Interest sensitive contract benefits were $1.8 billion in 2024, a decrease of $188 million from $2.0 billion in 2023, primarily driven by a decrease in the change in Athene’s fixed indexed annuity reserves, partially offset by an increase in rates on deferred annuity and funding agreement issuances, as well as increased costs on floating rate funding agreements, driven by higher U.S. Treasury rates, and significant growth in Athene’s deferred annuity and funding agreement blocks of business. The change in Athene’s fixed indexed annuity reserves includes the impact from changes in the fair value of FIA embedded derivatives. The decrease in the change in fair value of FIA embedded derivatives of $1.2 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

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are linked to the S&P 500 index, which increased 3.9% in 2024, compared to an increase of 8.3% in 2023. The change in fair value of FIA embedded derivatives was also driven by the favorable impact of rates on policyholder projected benefits and a favorable change in discount rates used in Athene’s embedded derivative calculations as 2024 experienced a larger increase in discount rates compared to 2023.

Market risk benefits remeasurement (gains) losses were $(16) million in 2024, an increase of $55 million from $(71) million in 2023. The lower gains in 2024 were primarily driven by an unfavorable change in the fair value of market risk benefits. The change in fair value of market risk benefits was $35 million unfavorable related to less favorable equity market performance compared to 2023.

Income Tax (Provision) Benefit

The Company’s income tax provision totaled $261 million and $201 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 18.2% and 21.1% for 2024 and 2023, respectively. The most significant reconciling items between the U.S. federal statutory income tax rate and the effective income tax rate were due to the following: (i) foreign, state and local income taxes, including NYC UBT, (ii) income attributable to non-controlling interests and (iii) equity-based compensation net of the limiting provisions for executive compensation under IRC Section 162(m). During the fourth quarter of 2023, the Company experienced a decrease to its consolidated effective income tax rate due to the one-time deferred tax benefit resulting from the enactment of the Bermuda Corporate Income Tax (“CIT”). The Company does not expect 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).

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

In this section, references to 2024 refer to the six months ended June 30, 2024 and references to 2023 refer to the six months ended June 30, 2023.

Asset Management

Revenues

Revenues were $2,089 million in 2024, an increase of $267 million from $1,822 million in 2023, primarily driven by an increase in advisory and transaction fees, net and investment income.

Advisory and transaction fees increased by $111 million to $436 million in 2024 from $325 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, (iii) business services and (iv) manufacturing and industrial sectors.

Investment income increased $90 million in 2024 to $680 million compared to $590 million in 2023. The increase in investment income in 2024 was driven by an increase in performance allocations of $124 million, partially offset by a decrease in principal investment income of $34 million.

Significant drivers for performance allocations in 2024 were performance allocations primarily earned from Fund IX, Fund X, HVF II, Credit Strategies and Redding Ridge Holdings of $158 million, $108 million, $65 million, $45 million and $35 million, respectively.

See below for details on the respective performance allocations in 2024.

The performance allocations earned from Fund IX in 2024 were primarily driven by appreciation and realization of the fund’s investments in the leisure sector and in the fund’s distressed investments.

The performance allocations earned from Fund X in 2024 were primarily driven by appreciation and realization of the fund’s distressed investments and investments in the (i) manufacturing and industrial and (ii) consumer and retail sectors. Moreover, the fund achieved its annualized hurdle rate in 2024.

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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 primarily driven by the net income generated by the fund’s investments.

The performance allocations earned from Redding Ridge Holdings in 2024 were primarily driven by existing and new CLO issuances, CLO contract acquisitions, new consulting contracts and accumulation of warehouse assets.

Management fees increased by $34 million to $900 million in 2024 from $866 million in 2023. The increase in management fees was primarily attributable to management fees earned from ADS of $20 million, driven by an increase in subscriptions, partially offset by a decrease in management fees earned from Fund VIII of $10 million correlated with its decrease in invested capital.

Expenses

Expenses were $1,934 million in 2024, an increase of $263 million from $1,671 million in 2023, primarily due to increases in general, administrative and other and total compensation and benefits expenses. General, administrative and other expenses were $559 million in 2024, an increase of $136 million from $423 million in 2023. The increase in 2024 was primarily driven by an increase in professional fees, higher travel and entertainment expenses and an increase in placement fees.

Total compensation and benefits were $1,271 million in 2024, an increase of $85 million from $1,186 million in 2023, primarily due to an increase in equity-based compensation of $68 million. 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. Additionally, there was an increase in salary, bonus and benefits stemming from growth in revenues and increased headcount in 2024.

Interest expense was $104 million in 2024, an increase of $42 million from $62 million in 2023. The increase in 2024 was primarily driven by higher interest expense from debt issued in 2024 and the second half of 2023.

Other Income (Loss)

Other income (loss) was $42 million in 2024, a decrease of $102 million from $144 million in 2023. This decrease was primarily driven by decreases in other income (loss), net of $82 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, as well as interest income and net gains earned through the Company’s consolidated SPACs. Other income of $42 million in 2024 was primarily attributable to appreciation from the Company’s balance sheet investments, derivatives gains, and interest income earned on the Company’s money market funds and U.S. Treasury securities, partially offset by an increase in earnout expense associated with a previous acquisition.

Retirement Services

Revenues

Retirement Services revenues were $11.0 billion in 2024, a decrease of $6.2 billion from $17.2 billion in 2023. The decrease was primarily driven by a decrease in premiums, partially offset by an increase in net investment income, an increase in revenues of consolidated VIEs and an increase in investment related gains (losses).

Premiums were $774 million in 2024, a decrease of $8.4 billion from $9.1 billion in 2023, primarily driven by an $8.5 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.

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Net investment income was $7.4 billion in 2024, an increase of $1.8 billion from $5.6 billion in 2023, primarily driven by significant growth in Athene’s investment portfolio attributed to strong net flows during the previous twelve months, higher rates on new deployment related to the higher interest rate environment and higher floating rate income.

Revenues of consolidated VIEs were $777 million in 2024, an increase of $149 million from $628 million in 2023, primarily driven by unrealized gains on assets held by AAA, partially offset by an unfavorable change in the fair value of mortgage loans held in VIEs related to a larger increase in U.S. Treasury rates in 2024 compared to 2023 and an unfavorable change in fair value of certain investment funds held within Athene’s consolidated VIEs.

Investment related gains (losses) were $1.5 billion in 2024, an increase of $112 million from $1.4 billion in 2023, primarily due to the change in fair value of FIA hedging derivatives, favorable net foreign exchange impacts and a favorable change in the provision for credit losses, partially offset by an unfavorable change in the fair value of reinsurance assets and mortgage loans. The change in fair value of FIA hedging derivatives increased $392 million, primarily driven by the favorable performance of the equity indices upon which Athene’s call options are based, with the 2024 impact amplified by the strong growth in Athene’s FIA block of business over the previous twelve months. The largest percentage of Athene’s call options are based on the S&P 500 index, which increased 14.5% in 2024, compared to an increase of 15.9% in 2023. The favorable net foreign exchange impacts were primarily related to the strengthening of the U.S. dollar against foreign currencies in comparison to 2023 and the continued growth in foreign denominated business. The favorable change in the provision for credit losses of $77 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, partially offset by an increase in the allowance for credit losses in 2024 primarily related to CMBS and corporate securities. The change in fair value of reinsurance assets decreased $528 million and the change in fair value of mortgage loans decreased $167 million, primarily driven by a larger increase in U.S. Treasury rates in 2024 compared to 2023.

Expenses

Retirement Services expenses were $7.5 billion in 2024, a decrease of $7.2 billion from $14.7 billion in 2023. The decrease was primarily driven by a decrease in future policy and other policy benefits and a decrease in market risk benefits remeasurement (gains) losses, partially offset by an increase in interest sensitive contract benefits.

Future policy and other policy benefits were $1.6 billion in 2024, a decrease of $8.3 billion from $10.0 billion in 2023, primarily driven by an $8.5 billion decrease in pension group annuity obligations, partially offset by a $185 million increase in accrued interest. The increase in accrued interest was primarily attributable to a larger outstanding balance in 2024 compared to 2023.

Market risk benefits remeasurement (gains) losses were $(170) million in 2024, a decrease of $445 million from $275 million in 2023. The gains in 2024 compared to losses in 2023 were primarily driven by a favorable change in the fair value of market risk benefits. The change in fair value of market risk benefits was $457 million favorable compared to 2023 due to a larger increase in the risk-free discount rate across the curve, which is used in the fair value measurement of the liability for market risk benefits.

Interest sensitive contract benefits were $4.7 billion in 2024, an increase of $1.4 billion from $3.3 billion in 2023, primarily driven by an increase in rates on deferred annuity and funding agreement issuances, as well as increased costs on floating rate funding agreements, driven by higher U.S. Treasury rates, and significant growth in Athene’s deferred annuity and funding agreement blocks of business, partially offset by a decrease in the change in Athene’s fixed indexed annuity reserves. The change in Athene’s fixed indexed annuity reserves includes the impact from changes in the fair value of FIA embedded derivatives. The decrease in the change in fair value of FIA embedded derivatives of $533 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 14.5% in 2024, compared to an increase of 15.9% in 2023. The change in fair value of FIA embedded derivatives was also driven by the favorable change in discount rates used in Athene’s embedded derivative calculations as 2024 experienced an increase in discount rates compared to a decrease in 2023.

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Income Tax (Provision) Benefit

The Company’s income tax provision totaled $683 million and $454 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 18.8% and 16.6% 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.

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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.

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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 June 30,												Total Change						Percentage Change						Six months ended June 30,												Total Change						Percentage Change
(In millions, except percentages)			2024						2023																		2024						2023
Asset Management:
Management fees - Yield			$	460					$	392					$	68					17.3%						$	900					$	771					$	129					16.7%
Management fees - Hybrid			63						62						1						1.6						124						119						5						4.2
Management fees - Equity			149						166						(17)						(10.2)						300						307						(7)						(2.3)
Management fees			672						620						52						8.4						1,324						1,197						127						10.6
Capital solutions fees and other, net			208						138						70						50.7						349						276						73						26.4
Fee-related performance fees			52						35						17						48.6						98						62						36						58.1
Fee-related compensation			(240)						(212)						28						13.2						(460)						(423)						37						8.7
Non-compensation expenses			(176)						(139)						37						26.6						(333)						(273)						60						22.0
Fee Related Earnings (FRE)			$	516					$	442					$	74					16.7%						$	978					$	839					$	139					16.6%

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

In this section, references to 2024 refer to the three months ended June 30, 2024 and references to 2023 refer to the three months ended June 30, 2023.

FRE was $516 million in 2024, an increase of $74 million compared to $442 million in 2023. This increase was attributable to record quarterly fee related revenues, primarily driven by increases in capital solutions fees and other, net, and management fees.

Capital solutions fees in 2024 reflect growth across the broader debt origination ecosystem, including a record quarter of high-grade corporate solutions activity. Capital solutions fees earned during 2024 were primarily attributable to advisory and transaction fees earned from companies in the (i) media, telecom and technology and (ii) business services sectors.

The increase in management fees was primarily attributable to management fees earned from Athene and ADS of $55 million and $11 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 $10 million primarily related to the catch-up management fees earned in 2023. Management fees in 2024 benefited from robust growth in the yield strategy reflecting increasing contributions from third-party clients and Athene, as well as solid levels of capital deployment.

The growth in revenues was offset, in part, by increases in non-compensation expenses and higher fee-related compensation expense stemming from strong growth in fee related revenues and increased headcount in 2024. The increase in non-compensation expenses in 2024 was primarily driven by fund merger-related costs of $15 million, as well as an increase in professional fees and higher travel and entertainment expenses.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

In this section, references to 2024 refer to the six months ended June 30, 2024 and references to 2023 refer to the six months ended June 30, 2023.

FRE was $978 million in 2024, an increase of $139 million compared to $839 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.

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The increase in management fees was primarily attributable to management fees earned from Athene and ADS of $104 million and $18 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 VIII of $10 million correlated with its decrease in invested capital.

The increase in fee-related performance fees in 2024 was primarily attributable to fees earned from ADS and MidCap Financial of $10 million and $7 million, respectively, reflecting the growing contribution from Apollo’s diversified suite of wealth-focused products.

Capital solutions fees in 2024 reflect growth across the broader debt origination ecosystem and such fees were primarily attributable to fees earned from companies in the (i) media, telecom and technology, (ii) financial services, (iii) business services and (iv) manufacturing and industrial sectors.

The growth in revenues was offset, in part, by increases in non-compensation expenses and higher fee-related compensation expense stemming from strong growth in fee related revenues and increased headcount in 2024. The increase in non-compensation expenses in 2024 was primarily driven by fund merger-related costs of $15 million, as well as higher travel and entertainment expenses and higher placement fees.

Asset Management Operating Metrics

We monitor certain operating metrics that are common to the alternative asset management industry and directly impact the performance of our Asset Management segment. These operating metrics include Assets Under Management, gross capital deployment and uncalled commitments.

Assets Under Management

The following presents Apollo’s Total AUM and Fee-Generating AUM by investing strategy (in billions):

Note: Totals may not add due to rounding.

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The following presents Apollo’s AUM with Future Management Fee Potential by investing strategy (in billions):

Note: Totals may not add due to rounding

The following tables present the components of Performance Fee-Eligible AUM for each of Apollo’s three investing strategies within the Asset Management segment:

			June 30, 2024
(In millions)			Yield						Hybrid						Equity						Total
Performance Fee-Generating AUM 1			$	64,854					$	30,582					$	44,119					$	139,555
AUM Not Currently Generating Performance Fees			5,220						3,107						4,731						13,058
Uninvested Performance Fee-Eligible AUM			12,766						18,656						29,091						60,513
Total Performance Fee-Eligible AUM			$	82,840					$	52,345					$	77,941					$	213,126

			June 30, 2023
(In millions)			Yield						Hybrid						Equity						Total
Performance Fee-Generating AUM 1			$	52,431					$	24,939					$	43,560					$	120,930
AUM Not Currently Generating Performance Fees			4,603						6,150						4,406						15,159
Uninvested Performance Fee-Eligible AUM			6,600						14,877						32,982						54,459
Total Performance Fee-Eligible AUM			$	63,634					$	45,966					$	80,948					$	190,548

			December 31, 2023
(In millions)			Yield						Hybrid						Equity						Total
Performance Fee-Generating AUM 1			$	57,742					$	25,363					$	45,365					$	128,470
AUM Not Currently Generating Performance Fees			4,674						5,989						5,635						16,298
Uninvested Performance Fee-Eligible AUM			11,069						15,022						30,889						56,980
Total Performance Fee-Eligible AUM			$	73,485					$	46,374					$	81,889					$	201,748
1 Performance Fee-Generating AUM of $7.5 billion, $3.7 billion and $5.4 billion as of June 30, 2024, June 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.

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The components of Fee-Generating AUM by investing strategy are presented below:

			June 30, 2024
(In millions)			Yield						Hybrid						Equity						Total
Fee-Generating AUM based on capital commitments			$	—					$	2,531					$	25,091					$	27,622
Fee-Generating AUM based on invested capital			5,000						10,830						25,398						41,228
Fee-Generating AUM based on gross/adjusted assets			385,269						4,499						761						390,529
Fee-Generating AUM based on NAV			49,635						11,956						1,193						62,784
Total Fee-Generating AUM			$	439,904					$	29,816					$	52,443		1			$	522,163
1 The weighted average remaining life of the traditional private equity funds as of June 30, 2024 was 65 months.

			June 30, 2023
(In millions)			Yield						Hybrid						Equity						Total
Fee-Generating AUM based on capital commitments			$	—					$	2,531					$	23,104					$	25,635
Fee-Generating AUM based on invested capital			3,396						10,123						26,113						39,632
Fee-Generating AUM based on gross/adjusted assets			334,737						4,783						873						340,393
Fee-Generating AUM based on NAV			44,530						10,979						614						56,123
Total Fee-Generating AUM			$	382,663					$	28,416					$	50,704		1			$	461,783
1 The weighted average remaining life of the traditional private equity funds at June 30, 2023 was 74 months.

			December 31, 2023
(In millions)			Yield						Hybrid						Equity						Total
Fee-Generating AUM based on capital commitments			$	—					$	2,531					$	25,558					$	28,089
Fee-Generating AUM based on invested capital			3,926						9,830						26,043						39,799
Fee-Generating AUM based on gross/adjusted assets			360,777						4,572						864						366,213
Fee-Generating AUM based on NAV			46,463						11,454						934						58,851
Total Fee-Generating AUM			$	411,166					$	28,387					$	53,399		1			$	492,952
1 The weighted average remaining life of the traditional private equity funds as of December 31, 2023 was 70 months.

Apollo, through its consolidated subsidiary, ISG, provides asset management services to Athene with respect to assets in the accounts owned by or related to Athene (“Athene Accounts”), including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions asset diligence, hedging and other asset management services and receives management fees for providing these services. The Company, through ISG, also provides sub-allocation services with respect to a portion of the assets in the Athene Accounts. Apollo, through its asset management business, managed or advised $304.4 billion, $278.3 billion and $257.9 billion of AUM on behalf of Athene as of June 30, 2024, December 31, 2023 and June 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 $50.3 billion, $49.9 billion and $50.6 billion of AUM on behalf of Athora as of June 30, 2024, December 31, 2023 and June 30, 2023, respectively.

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The following tables summarize changes in total AUM for each of Apollo’s three investing strategies within the Asset Management segment:

			Three months ended June 30,
			2024																								2023
(In millions)			Yield						Hybrid						Equity						Total						Yield						Hybrid						Equity						Total
Change in Total AUM1:
Beginning of Period			$	500,604					$	63,661					$	106,739					$	671,004					$	438,070					$	58,955					$	100,704					$	597,729
Inflows			31,420						6,645						933						38,998						25,774						3,458						5,758						34,990
Outflows2			(12,746)						(250)						(1,387)						(14,383)						(13,658)						(263)						(509)						(14,430)
Net Flows			18,674						6,395						(454)						24,615						12,116						3,195						5,249						20,560
Realizations			(1,282)						(844)						(2,182)						(4,308)						(3,801)						(767)						(1,431)						(5,999)
Market Activity3			3,318						1,003						621						4,942						3,458						1,027						330						4,815
End of Period			$	521,314					$	70,215					$	104,724					$	696,253					$	449,843					$	62,410					$	104,852					$	617,105
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 $1.9 billion and $1.5 billion during the three months ended June 30, 2024 and 2023, respectively.
3 Includes foreign exchange impacts of $(0.6) billion and $0.5 billion during the three months ended June 30, 2024 and 2023, respectively.

			Six months ended June 30,
			2024																								2023
(In millions)			Yield						Hybrid						Equity						Total						Yield						Hybrid						Equity						Total
Change in Total AUM1:
Beginning of Period			$	480,452					$	62,463					$	107,861					$	650,776					$	392,466					$	56,410					$	98,771					$	547,647
Inflows			68,078						8,005						2,751						78,834						76,846						6,616						8,298						91,760
Outflows2			(30,733)						(956)						(3,053)						(34,742)						(21,124)						(1,289)						(811)						(23,224)
Net Flows			37,345						7,049						(302)						44,092						55,722						5,327						7,487						68,536
Realizations			(6,019)						(1,351)						(4,580)						(11,950)						(4,985)						(1,426)						(2,917)						(9,328)
Market Activity3			9,536						2,054						1,745						13,335						6,640						2,099						1,511						10,250
End of Period			$	521,314					$	70,215					$	104,724					$	696,253					$	449,843					$	62,410					$	104,852					$	617,105
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 $3.4 billion and $3.8 billion during the six months ended June 30, 2024 and 2023, respectively.
3 Includes foreign exchange impacts of $(2.3) billion and $1.5 billion during the six months ended June 30, 2024 and 2023, respectively.

Three Months Ended June 30, 2024

Total AUM was $696.3 billion at June 30, 2024, an increase of $25.2 billion, or 3.8%, compared to $671.0 billion at March 31, 2024. The net increase was primarily driven by subscriptions across the platform and the growth of our retirement services client assets, partially offset by normal course outflows at Athene as well as distributions. More specifically, the net increase was due to:

•Net flows of $24.6 billion primarily attributable to:

•an $18.7 billion increase related to the funds we manage in our yield strategy primarily consisting of (i) $13.4 billion of subscriptions mostly related to the corporate fixed income, corporate credit and structured credit funds; and (ii) $5.8 billion related to the growth of our retirement services clients; partially offset by $(1.8) billion of redemptions primarily in the corporate credit funds we manage; and

•a $6.4 billion increase related to the funds we manage in our hybrid strategy primarily due to $5.9 billion of subscriptions across the financial credit instruments and hybrid credit funds we manage and $0.7 billion of net transfer activity.

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•Realizations of $(4.3) billion primarily attributable to:

•$(2.2) billion related to the funds we manage in our equity strategy driven by distributions across our traditional private equity funds;

•$(1.3) billion related to the funds we manage in our yield strategy, largely driven by distributions from the corporate credit and direct origination funds we manage; and

•$(0.8) billion related to the funds we manage in our hybrid strategy, largely driven by distributions from the hybrid credit funds we manage.

•Market activity of $4.9 billion, primarily attributable to:

•$3.3 billion related to the funds we manage in our yield strategy primarily consisting of $1.9 billion driven by our retirement services clients and $1.0 billion related to the corporate credit and direct origination funds;

•$1.0 billion related to the funds we manage in our hybrid strategy related to the hybrid credit and hybrid value funds we manage; and

•$0.6 billion related to the funds we manage in our equity strategy, primarily the traditional private equity funds.

Six Months Ended June 30, 2024

Total AUM was $696.3 billion at June 30, 2024, an increase of $45.5 billion, or 7.0%, 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 $44.1 billion primarily attributable to:

•a $37.3 billion increase related to the funds we manage in our yield strategy primarily consisting of (i) $24.6 billion of subscriptions mostly related to the corporate fixed income, corporate credit and structured credit funds; (ii) $16.8 billion related to the growth of our retirement services client assets; and (iii) $4.1 billion of leverage, partially offset by $(7.0) billion of outflows resulting from the previously announced conclusion of the Atlas SP-Credit Suisse investment management agreement; and

•a $7.0 billion increase related to the funds we manage in our hybrid strategy, primarily due to $6.7 billion of subscriptions across the financial credit instruments, hybrid credit and infrastructure equity funds we manage.

•Realizations of $(12.0) billion primarily attributable to:

•$(6.0) billion related to the funds we manage in our yield strategy, largely driven by the anticipated run-off related to the Atlas SP-Credit Suisse investment management agreement;

•$(4.6) billion related to the funds we manage in our equity strategy primarily consisting of distributions across the traditional private equity funds; and

•$(1.4) billion related to the funds we manage in our hybrid strategy.

•Market activity of $13.3 billion primarily attributable to:

•$9.5 billion related to the funds we manage in our yield strategy primarily consisting of $7.2 billion related to our retirement services client assets and $1.9 billion related to the corporate credit and direct origination funds;

•$2.1 billion related to the funds we manage in our hybrid strategy related to the hybrid credit and hybrid value funds; and

•$1.7 billion related to the funds we manage in our equity strategy related to the traditional private equity funds.

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The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three investing strategies within the Asset Management segment:

			Three months ended June 30,
			2024																								2023
(In millions)			Yield						Hybrid						Equity						Total						Yield						Hybrid						Equity						Total
Change in Fee-Generating AUM1:
Beginning of Period			$	424,522					$	28,594					$	52,981					$	506,097					$	368,237					$	28,481					$	48,489					$	445,207
Inflows			28,436						1,690						965						31,091						26,300						675						3,515						30,490
Outflows2			(14,928)						(283)						(1,165)						(16,376)						(14,329)						(869)						(1,072)						(16,270)
Net Flows			13,508						1,407						(200)						14,715						11,971						(194)						2,443						14,220
Realizations			(1,051)						(371)						(347)						(1,769)						(346)						(223)						(237)						(806)
Market Activity3			2,925						186						9						3,120						2,801						352						9						3,162
End of Period			$	439,904					$	29,816					$	52,443					$	522,163					$	382,663					$	28,416					$	50,704					$	461,783
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 $1.9 billion and $1.3 billion during the three months ended June 30, 2024 and 2023, respectively.
3 Includes foreign exchange impacts of $(0.5) billion and $0.4 billion during the three months ended June 30, 2024 and 2023, respectively.

			Six months ended June 30,
			2024																								2023
(In millions)			Yield						Hybrid						Equity						Total						Yield						Hybrid						Equity						Total
Change in Fee-Generating AUM1:
Beginning of Period			$	411,166					$	28,387					$	53,399					$	492,952					$	338,821					$	26,113					$	47,153					$	412,087
Inflows			57,907						2,527						1,833						62,267						61,074						2,963						5,279						69,316
Outflows2			(35,952)						(1,047)						(1,908)						(38,907)						(22,537)						(1,130)						(1,162)						(24,829)
Net Flows			21,955						1,480						(75)						23,360						38,537						1,833						4,117						44,487
Realizations			(2,053)						(593)						(788)						(3,434)						(733)						(379)						(554)						(1,666)
Market Activity3			8,836						542						(93)						9,285						6,038						849						(12)						6,875
End of Period			$	439,904					$	29,816					$	52,443					$	522,163					$	382,663					$	28,416					$	50,704					$	461,783
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 $3.2 billion and $3.6 billion during the six months ended June 30, 2024 and 2023, respectively.
3 Includes foreign exchange impacts of $(1.8) billion and $1.1 billion during the six months ended June 30, 2024 and 2023, respectively.

Three Months Ended June 30, 2024

Total Fee-Generating AUM was $522.2 billion at June 30, 2024, an increase of $16.1 billion, or 3.2%, compared to $506.1 billion at March 31, 2024. The net increase was primarily due to the growth of our retirement services client assets, subscriptions across the platform, market activity primarily in our yield strategy and increase in leverage, partially offset by redemptions. More specifically, the net increase was due to:

•Net flows of $14.7 billion primarily attributable to:

•a $13.5 billion increase related to the funds we manage in our yield strategy primarily consisting of (i) $5.8 billion related to the growth of our retirement services clients; (ii) $4.4 billion of subscriptions primarily related to the corporate fixed income and corporate credit funds we manage; (iii) $2.6 billion of other net fee-generating movements; and (iv) $2.3 billion of leverage, partially offset by $1.8 billion of redemptions.

•Market activity of $3.1 billion primarily attributable to the funds we manage in our yield strategy primarily consisting of $1.9 billion related to our retirement services clients.

•Realizations of $(1.8) billion across the yield, hybrid and equity strategies.

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Six Months Ended June 30, 2024

Total Fee-Generating AUM was $522.2 billion at June 30, 2024, an increase of $29.2 billion, or 5.9%, compared to $493.0 billion at December 31, 2023. The net increase was primarily driven by the growth of our retirement services client assets, subscriptions across the platform, and market activity primarily in our yield strategy, partially offset by outflows attributable to Atlas. More specifically, the net increase was due to:

•Net flows of $23.4 billion primarily attributable to:

•a $22.0 billion increase related to the funds we manage in our yield strategy primarily consisting of (i) a $16.8 billion increase related to the growth of our retirement services client assets; (ii) $7.7 billion of subscriptions primarily related to the corporate credit and corporate fixed income funds we manage; and (iii) $5.9 billion of other net fee-generating movements, 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 $9.3 billion primarily attributable to the funds we manage in our yield strategy consisting of $7.3 billion related to our retirement services clients.

•Realizations of $(3.4) billion across our yield, hybrid and equity strategies.

Gross Capital Deployment and Uncalled Commitments

Gross capital deployment represents the gross capital that has been invested by the funds and accounts we manage during the relevant period, but excludes certain investment activities primarily related to hedging and cash management functions at the Company. Gross capital deployment is not reduced or netted down by sales or refinancings, and takes into account leverage used by the funds and accounts we manage in gaining exposure to the various investments that they have made.

Uncalled commitments, by contrast, represent unfunded capital commitments that certain of the funds we manage have received from fund investors to fund future or current fund investments and expenses.

Gross capital deployment and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed, and which therefore could result in future revenues that include management fees, transaction fees and performance fees to the extent they are fee-generating. Gross capital deployment and uncalled commitments can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional capital that is deployed or will be deployed. Management uses gross capital deployment and uncalled commitments as key operating metrics since we believe the results are measures of investment activities of the funds we manage.

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The following presents gross capital deployment and uncalled commitments (in billions):

Note: Totals may not add due to rounding

As of June 30, 2024 and December 31, 2023, Apollo had $68 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 June 30,												Total Change						Percentage Change						Six months ended June 30,												Total Change						Percentage Change
(In millions, except percentages)			2024						2023																		2024						2023
Retirement Services:
Fixed income and other net investment income			$	2,633					$	2,207					$	426					19.3%						$	5,087					$	4,164					$	923					22.2%
Alternative net investment income			168						259						(91)						(35.1)						434						444						(10)						(2.3)
Net investment earnings			2,801						2,466						335						13.6						5,521						4,608						913						19.8
Strategic capital management fees			24						16						8						50.0						49						30						19						63.3
Cost of funds			(1,880)						(1,437)						443						30.8						(3,603)						(2,672)						931						34.8
Net investment spread			945						1,045						(100)						(9.6)						1,967						1,966						1						0.1
Other operating expenses			(116)						(117)						(1)						(0.9)						(230)						(241)						(11)						(4.6)
Interest and other financing costs			(119)						(129)						(10)						(7.8)						(210)						(238)						(28)						(11.8)
Spread Related Earnings (SRE)			$	710					$	799					$	(89)					(11.1)%						$	1,527					$	1,487					$	40					2.7%

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Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

In this section, references to 2024 refer to the three months ended June 30, 2024 and references to 2023 refer to the three months ended June 30, 2023.

Spread Related Earnings

SRE was $710 million in 2024, a decrease of $89 million, or 11%, compared to $799 million in 2023. The decrease in SRE was primarily driven by higher cost of funds, partially offset by higher net investment earnings, lower interest and other financing costs and higher strategic capital management fees.

Cost of funds increased $443 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, and an increase in business mix to institutional business at higher crediting rates. These increases 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.

Net investment earnings increased $335 million, primarily driven by $19.9 billion of growth in Athene’s average net invested assets, higher rates on new deployment related to the higher interest rate environment and higher floating rate income, partially offset by lower alternative net investment income and 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. The lower alternative investment income compared to 2023 was primarily driven by Athene’s investment in MidCap Financial which experienced outsized performance in 2023, lower returns on Athene’s investment in Catalina, continued inflationary pressures impacting the valuation of Athora, lower returns from Athene’s investment in Redding Ridge attributable to strong CLO performance in 2023 and unfavorable performance from Challenger Life Company Limited (“Challenger”) related to a share price decrease in 2024 compared to an increase in 2023. These impacts were partially offset by higher returns from Athene’s investment in Wheels related to a valuation increase in 2024.

Interest and other financing costs decreased $10 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.

Strategic capital management fees increased $8 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.

Net Investment Spread

			Three months ended June 30,
			2024						2023						Change
Fixed income and other net investment earned rate			4.82		%				4.46		%				36bps
Alternative net investment earned rate			5.73		%				8.53		%				NM
Net investment earned rate			4.87		%				4.69		%				18bps
Strategic capital management fees			0.04		%				0.03		%				1bp
Cost of funds			(3.27)		%				(2.73)		%				54bps
Net investment spread			1.64		%				1.99		%				(35)bps

Net investment spread was 1.64% in 2024, a decrease of 35 basis points compared to 1.99% in 2023, primarily driven by higher cost of funds, partially offset by a higher net investment earned rate.

Cost of funds was 3.27% in 2024, an increase of 54 basis points compared to 2.73% 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, and an increase in business mix to institutional business at higher crediting rates. These increases were partially offset by an increase in costs attributable to the

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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.

Net investment earned rate was 4.87% in 2024, an increase of 18 basis points compared to 4.69% in 2023, primarily due to higher returns in Athene’s fixed income portfolio, partially offset by lower returns in its alternative investment portfolio and 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 4.46% in 2023, primarily driven by higher rates on new deployment related to the higher interest rate environment and higher floating rate income. Alternative net investment earned rate was 5.73% in 2024, a decrease from 8.53% in 2023, primarily driven by Athene’s investment in MidCap Financial which experienced outsized performance in 2023, lower returns on Athene’s investment in Catalina, continued inflationary pressures impacting the valuation of Athora, lower returns from Athene’s investment in Redding Ridge attributable to strong CLO performance in 2023 and unfavorable performance from Challenger related to a share price decrease in 2024 compared to an increase in 2023. These impacts were partially offset by higher returns from Athene’s investment in Wheels related to a valuation increase in 2024.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

In this section, references to 2024 refer to the six months ended June 30, 2024 and references to 2023 refer to the six months ended June 30, 2023.

Spread Related Earnings

SRE was $1.5 billion in 2024, an increase of $40 million, or 3%, compared to $1.5 billion in 2023. The increase in SRE was primarily driven by higher net investment earnings, lower interest and other financing costs and higher strategic capital management fees, partially offset by higher cost of funds.

Net investment earnings increased $913 million, primarily driven by $20.3 billion of growth in Athene’s average net invested assets, higher rates on new deployment related to the higher interest rate environment and higher floating rate income, partially offset by slightly lower alternative net investment income and 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. The slightly lower alternative investment income compared to 2023 was primarily driven by Athene’s investment in MidCap Financial which experienced outsized performance in 2023, continued inflationary pressures impacting the valuation of Athora and lower returns on Athene’s investment in Catalina. These impacts were largely offset by higher returns from Athene’s investment in Wheels related to a valuation increase in 2024 and favorable performance from Challenger related to a share price increase in 2024 compared to a decrease in 2023.

Cost of funds increased $931 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, and an increase in business mix to institutional business at higher crediting rates. These increases 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.

Interest and other financing costs decreased $28 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.

Strategic capital management fees increased $19 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.

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Net Investment Spread

			Six months ended June 30,
			2024						2023						Change
Fixed income and other net investment earned rate			4.75		%				4.30		%				45bps
Alternative net investment earned rate			7.42		%				7.33		%				9bps
Net investment earned rate			4.89		%				4.48		%				41bps
Strategic capital management fees			0.04		%				0.03		%				1bp
Cost of funds			(3.19)		%				(2.60)		%				59bps
Net investment spread			1.74		%				1.91		%				(17)bps

Net investment spread was 1.74% in 2024, a decrease of 17 basis points compared to 1.91% in 2023, primarily driven by higher cost of funds, partially offset by a higher net investment earned rate.

Cost of funds was 3.19% in 2024, an increase of 59 basis points compared to 2.60% 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, and an increase in business mix to institutional business at higher crediting rates. These increases 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.

Net investment earned rate was 4.89% in 2024, an increase of 41 basis points compared to 4.48% in 2023, primarily due to higher returns in Athene’s fixed income portfolio and slightly favorable performance in 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 4.75% in 2024, an increase from 4.30% in 2023, primarily driven by higher rates on new deployment related to the higher interest rate environment and higher floating rate income. Alternative net investment earned rate was 7.42% in 2024, an increase from 7.33% in 2023, as slightly lower income was earned on average alternative net invested assets that decreased $431 million compared to 2023. The slightly lower alternative net investment income compared to 2023 was primarily driven by Athene’s investment in MidCap Financial which experienced outsized performance in 2023, continued inflationary pressures impacting the valuation of Athora and lower returns on Athene’s investment in Catalina. These impacts were largely offset by higher returns from Athene’s investment in Wheels related to a valuation increase in 2024 and favorable performance from Challenger related to a share price increase in 2024 compared to a decrease in 2023.

Investment Portfolio

Athene had total investments, including related parties and consolidated VIEs, of $287.1 billion and $259.2 billion as of June 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.

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The following table presents the carrying values of Athene’s total investments, including related parties and consolidated VIEs:

			June 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			$	6,044					2.1		%				$	5,399					2.1		%
U.S. state, municipal and political subdivisions			954						0.3		%				1,046						0.4		%
Foreign governments			1,591						0.6		%				1,899						0.7		%
Corporate			86,370						30.1		%				78,246						30.2		%
CLO			24,153						8.4		%				20,207						7.8		%
ABS			15,446						5.4		%				13,383						5.2		%
CMBS			7,254						2.5		%				6,591						2.5		%
RMBS			7,578						2.6		%				7,567						2.9		%
Total AFS securities, at fair value			149,390						52.0		%				134,338						51.8		%
Trading securities, at fair value			1,643						0.6		%				1,706						0.7		%
Equity securities			1,469						0.5		%				1,293						0.5		%
Mortgage loans, at fair value			52,645						18.3		%				44,115						17.0		%
Investment funds			107						—		%				109						0.1		%
Policy loans			325						0.1		%				334						0.1		%
Funds withheld at interest			21,827						7.6		%				24,359						9.4		%
Derivative assets			7,488						2.6		%				5,298						2.1		%
Short-term investments			736						0.3		%				341						0.1		%
Other investments			1,688						0.6		%				1,206						0.5		%
Total investments			237,318						82.6		%				213,099						82.3		%
Investments in related parties
AFS securities, at fair value
Corporate			1,420						0.5		%				1,352						0.5		%
CLO			4,572						1.6		%				4,268						1.7		%
ABS			11,052						3.8		%				8,389						3.2		%
Total AFS securities, at fair value			17,044						5.9		%				14,009						5.4		%
Trading securities, at fair value			719						0.2		%				838						0.3		%
Equity securities, at fair value			314						0.1		%				318						0.1		%
Mortgage loans, at fair value			1,320						0.5		%				1,281						0.5		%
Investment funds			1,619						0.6		%				1,632						0.6		%
Funds withheld at interest			5,619						2.0		%				6,474						2.5		%
Short-term investments			756						0.3		%				947						0.4		%
Other investments, at fair value			335						0.1		%				343						0.1		%
Total related party investments			27,726						9.7		%				25,842						9.9		%
Total investments, including related parties			265,044						92.3		%				238,941						92.2		%
Investments of consolidated VIEs
Trading securities, at fair value			2,233						0.8		%				2,136						0.8		%
Mortgage loans, at fair value			2,120						0.7		%				2,173						0.8		%
Investment funds, at fair value			17,621						6.2		%				15,820						6.2		%
Other investments, at fair value			119						—		%				103						—		%
Total investments of consolidated VIEs			22,093						7.7		%				20,232						7.8		%
Total investments, including related parties and consolidated VIEs			$	287,137					100.0		%				$	259,173					100.0		%

The $28.0 billion increase in Athene’s total investments, including related parties and consolidated VIEs, as of June 30, 2024 compared to December 31, 2023 was primarily driven by significant growth from gross organic inflows of $36.8 billion in excess of gross liability outflows of $18.2 billion and an increase in derivative assets primarily related to the impact of favorable equity market performance in 2024 on Athene’s call options and the purchase of additional derivatives to hedge equity market performance and foreign exchange impacts. Additionally, total investments, including related parties and

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consolidated VIEs, increased due to the issuance of debt in the first quarter of 2024, an increase in VIE investment funds attributable to contributions from third-party investors into AAA and favorable performance of the underlying assets, and the reinvestment of earnings, partially offset by unrealized losses on AFS securities during the six months ended June 30, 2024 of $1.7 billion attributable to an increase in U.S. Treasury rates in 2024.

Athene’s investment portfolio consists largely of high quality fixed maturity securities, loans and short-term investments, as well as additional opportunistic holdings in investment funds and other instruments, including equity holdings. Fixed maturity securities and loans include publicly issued corporate bonds, government and other sovereign bonds, privately placed corporate bonds and loans, mortgage loans, CMBS, RMBS, CLOs and ABS. A significant majority of Athene’s AFS portfolio, 96.8% and 96.5% as of June 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, hybrid and yield funds. Athene has a strong preference for alternative investments that have some or all of the following characteristics, among others: (1) investments that constitute a direct investment or an investment in a fund with a high degree of co-investment; (2) investments with credit- or debt-like characteristics (for example, a stipulated maturity and par value), or alternatively, investments with reduced volatility when compared to pure equity; or (3) investments that Athene believes have less downside risk.

Athene holds derivatives for economic hedging purposes to reduce its exposure to the cash flow variability of assets and liabilities, equity market risk, 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.

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Net Invested Assets

The following summarizes Athene’s net invested assets:

			June 30, 2024												December 31, 2023
(In millions, except percentages)			Net Invested Asset Value1						Percentage of Total						Net Invested Asset Value1						Percentage of Total
Corporate			$	88,818					38.1		%				$	82,883					38.1		%
CLO			22,027						9.5		%				20,538						9.4		%
Credit			110,845						47.6		%				103,421						47.5		%
CML			27,584						11.9		%				25,977						11.9		%
RML			22,217						9.5		%				18,021						8.3		%
RMBS			7,679						3.3		%				7,795						3.6		%
CMBS			6,029						2.6		%				5,580						2.6		%
Real estate			63,509						27.3		%				57,373						26.4		%
ABS			24,959						10.7		%				22,202						10.2		%
Alternative investments			11,674						5.0		%				11,659						5.4		%
State, municipal, political subdivisions and foreign government			3,269						1.4		%				3,384						1.5		%
Equity securities			1,921						0.8		%				1,727						0.8		%
Short-term investments			1,392						0.6		%				1,048						0.5		%
U.S. government and agencies			4,700						2.0		%				4,052						1.9		%
Other investments			47,915						20.5		%				44,072						20.3		%
Cash and cash equivalents			8,197						3.5		%				10,467						4.8		%
Policy loans and other			2,491						1.1		%				2,094						1.0		%
Net invested assets			$	232,957					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 $233.0 billion and $217.4 billion as of June 30, 2024 and December 31, 2023, respectively. The increase in net invested assets as of June 30, 2024 from December 31, 2023 was primarily driven by growth from net organic inflows of $25.4 billion in excess of net liability outflows of $15.4 billion, the issuance of debt in the first quarter of 2024, an increase in short-term repurchase agreements outstanding in 2024 and the reinvestment of earnings.

In managing its business, Athene utilizes net invested assets as presented in the above table. Net invested assets do not correspond to Athene’s total investments, including related parties, on the condensed consolidated statements of financial condition, as discussed previously in “Managing Business Performance - Key Segment and Non-U.S. GAAP Performance Measures”. Net invested assets represent Athene’s investments that directly back its net reserve liabilities and surplus assets. Athene believes this view of its portfolio provides a view of the assets for which it has economic exposure. Athene adjusts the presentation for assumed and ceded reinsurance transactions to include or exclude the underlying investments based upon the contractual transfer of economic exposure to such underlying investments. Athene also adjusts for VIEs to show the net investment in the funds, which are included in the alternative investments line above as well as adjusting for the allowance for credit losses. Net invested assets include Athene’s proportionate share of ACRA investments, based on its economic ownership, but exclude the proportionate share of investments associated with the non-controlling interests.

Net invested assets is utilized by management to evaluate Athene’s investment portfolio. Net invested assets is used in the computation of net investment earned rate, which allows Athene to analyze the profitability of its investment portfolio. Net invested assets is also used in Athene’s risk management processes for asset purchases, product design and underwriting, stress scenarios, liquidity and ALM.

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Principal Investing

The following table presents Principal Investing Income, the performance measure of our Principal Investing segment.

			Three months ended June 30,												Total Change						Percentage Change						Six months ended June 30,												Total Change						Percentage Change
(In millions, except percentages)			2024						2023																		2024						2023
Principal Investing:
Realized performance fees			$	175					$	177					$	(2)					(1.1)%						$	269					$	341					$	(72)					(21.1)%
Realized investment income (loss)			11						2						9						450.0						25						30						(5)						(16.7)
Principal investing compensation			(138)						(145)						(7)						(4.8)						(211)						(315)						(104)						(33.0)
Other operating expenses			(15)						(14)						1						7.1						(29)						(28)						1						3.6
Principal Investing Income (PII)			$	33					$	20					$	13					65.0%						$	54					$	28					$	26					92.9%

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 June 30, 2024 Compared to Three Months Ended June 30, 2023

In this section, references to 2024 refer to the three months ended June 30, 2024 and references to 2023 refer to the three months ended June 30, 2023.

PII was $33 million in 2024, an increase of $13 million, as compared to $20 million in 2023. This increase was primarily attributable to an increase in realized investment income and a decrease in principal investing compensation expense in 2024 of $9 million and $7 million, respectively.

The increase in realized investment income of $9 million in 2024 was primarily driven by realizations from certain of the Company’s balance sheet investments.

Principal investing compensation of $138 million in 2024 decreased $7 million, as compared to $145 million in 2023. The decrease in 2024 was primarily due to a decrease in profit sharing expense attributable to the Company’s incentive pool, a compensation program through which certain employees are allocated discretionary compensation based on realized performance fees in a given year, and is included within principal investing compensation. The decrease in 2024 was partially offset by an increase in profit sharing expense associated with 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 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.

Realized performance fees of $175 million moderated in 2024 from $177 million in 2023, as monetization activity from sizeable flagship private equity funds continued to be prudently managed amid the market backdrop. The decrease in realized performance fees of $2 million in 2024 was primarily driven by lower realized performance fees generated from MidCap Financial and HVF I, partially offset by an increase in realized performance fees earned from Fund IX.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

In this section, references to 2024 refer to the six months ended June 30, 2024 and references to 2023 refer to the six months ended June 30, 2023.

PII was $54 million in 2024, an increase of $26 million, as compared to $28 million in 2023. This increase was primarily attributable to a decrease in principal investing compensation of $104 million in 2024, partially offset by reduced realized performance fees of $72 million.

The decrease in realized performance fees of $72 million in 2024 was primarily driven by a decrease in realized performance fees generated from Fund VIII and HVF I, partially offset by increases in realized performance fees earned from Fund IX and Fund VII.

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Principal investing compensation of $211 million in 2024 decreased $104 million, as compared to $315 million in 2023. The decrease in 2024 was primarily due to a decrease in profit sharing expense attributable to the Company’s incentive pool. Additionally, there was a decrease in profit sharing expense corresponding to the decrease in realized performance fees and the realization of profit sharing expense previously subject to clawback.

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 June 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.

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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 June 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
Equity:
Fund X			2023						$	19,909					$	19,877					$	3,522					$	1,058					$	3,165					$	3,703					$	4,761					NM4						NM4
Fund IX			2018						33,052						24,729						20,853						12,269						15,018						25,366						37,635						29		%				20		%
Fund VIII			2013						8,276						18,377						16,541						22,906						4,720						5,214						28,120						14						10
Fund VII			2008						—						14,677						16,461						34,294						—						—						34,294						33						25
Fund VI			2006						364						10,136						12,457						21,136						405						—						21,136						12						9
Fund V			2001						—						3,742						5,192						12,724						—						—						12,724						61						44
Fund I, II, III, IV & MIA1			Various						10						7,320						8,753						17,400						—						—						17,400						39						26
Traditional Private Equity Funds2									$	61,611					$	98,858					$	83,779					$	121,787					$	23,308					$	34,283					$	156,070					39						24
EPF IV			2023						3,112						3,007						799						243						601						765						1,008						21						13
EPF III			2017						3,332						4,445						4,926						4,058						1,996						2,276						6,334						11						6
Total Equity									$	68,055					$	106,310					$	89,504					$	126,088					$	25,905					$	37,324					$	163,412
Hybrid:
ADIP II			2024						$	6,556					$	6,016					$	2,347					$	—					$	2,347					$	2,531					$	2,531					NM4						NM4
ADIP I			2020						5,171						3,254						2,620						1,157						2,597						3,306						4,463						24		%				20		%
AIOF III3			N/A						1,299						1,304						153						—						153						162						162						NM4						NM4
AIOF II			2021						2,645						2,542						1,890						652						1,452						1,727						2,379						16		%				10		%
AIOF I			2018						403						897						803						1,062						171						224						1,286						23						17
HVF II			2022						4,952						4,592						3,019						166						2,983						3,457						3,623						12						9
HVF I			2019						3,479						3,238						3,697						4,075						1,159						1,597						5,672						23						18
Accord VI5			2024						1,859						1,701						184						50						181						167						217						NM4						NM4
Accord V5			2022						533						1,922						2,030						1,973						129						139						2,112						11						8
Accord I, II, III, III B & IV5			Various						—						6,070						4,765						5,137						—						—						5,137						22						17
Accord+			2021						3,199						2,370						5,969						4,092						2,327						2,442						6,534						15						12
Total Hybrid									$	30,096					$	33,906					$	27,477					$	18,364					$	13,499					$	15,752					$	34,116
1 The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the reorganization of the Company that occurred in 2007. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s investment professionals.
2 Total IRR is calculated based on total cash flows for all funds presented.
3 Vintage Year is not yet applicable as the fund has not had its final closing.
4 Data has not been presented as the fund’s effective date is less than 24 months prior to the period indicated and such information was deemed not meaningful.
5 Accord funds have investment periods shorter than 24 months, therefore Gross and Net IRR are presented after 12 months of investing.

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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 June 30, 2024:

(In millions, except percentages)			Total Invested Capital						Total Value						Gross IRR
Distressed for Control			$	8,532					$	19,662					29		%
Non-Control Distressed			6,306						11,938						71
Total			14,838						31,600						49
Corporate Carve-outs, Opportunistic Buyouts and Other Credit1			68,941						124,470						21
Total			$	83,779					$	156,070					39		%
1 Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.

The following tables provide additional detail on the composition of the Fund IX and Fund VIII private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV, V, VI, VII and X are included in the table above but not presented below as their remaining value is less than $100 million, the fund has been liquidated or the fund commenced investing capital less than 24 months prior to June 30, 2024 and such information was deemed not meaningful. All amounts are as of June 30, 2024.

Fund IX1

(In millions)			Total Invested Capital						Total Value
Corporate Carve-outs			$	4,951					$	11,075
Opportunistic Buyouts			14,643						23,228
Distressed2			1,259						3,332
Total			$	20,853					$	37,635

Fund VIII1

(In millions)			Total Invested Capital						Total Value
Corporate Carve-outs			$	2,704					$	7,071
Opportunistic Buyouts			13,270						20,295
Distressed2			567						754
Total			$	16,541					$	28,120
1 Committed capital less unfunded capital commitments for Fund IX and Fund VIII were $19.9 billion and $17.8 billion, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable governing agreements.
2 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.

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Perpetual Capital

The following table summarizes the investment record for the perpetual capital vehicles we manage, excluding Athene and Athora-related assets:

															Total Returns1
(In millions)			IPO Year2						Total AUM						For the Three Months Ended June 30, 2024												For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2024						For the Six Months Ended June 30, 2023
MidCap Financial3			N/A						$	12,994					4		%										5		%				8		%				11		%
AIF			2013						338						5		%										8		%				11		%				11		%
AFT			2011						365						5		%										5		%				16		%				10		%
MFIC4			2004						3,009						3		%										13		%				16		%				17		%
ADS5			N/A						10,863						3		%										3		%				6		%				8		%
ARI			2009						9,236						(9)		%										25		%				(10)		%				13		%
ADREF6			N/A						5,960						1		%										(1)		%				(2)		%				(2)		%
ADCF6			N/A						1,273						2		%										3		%				5		%				8		%
Other7			N/A						10,511						N/A												N/A						N/A						N/A
Total									$	54,549
1 Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
2 An initial public offering (“IPO”) year represents the year in which the vehicle commenced trading on a national securities exchange.
3 MidCap Financial is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 3% and 9% for the three months ended June 30, 2024 and 2023, respectively. The net returns based on NAV were 6% and 15% for the six months ended June 30, 2024 and 2023, respectively.
4 AUM is presented on a three-month lag, as of March 31, 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 March 31, 2024. The returns presented are net returns based on NAV.
6 ADREF and ADCF are not publicly traded vehicles and therefore IPO years are not applicable. The returns presented are for their respective Class I shares and are net returns based on NAV.
7 Other includes, among others, AUM of $2.0 billion related to a publicly traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services, as of March 31, 2024. Returns and IPO year are not provided for this AUM. Other also includes AUM of $6.3 billion related to third-party capital within AAA.

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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 June 30,												Six months ended June 30,
(In millions)			2024						2023						2024						2023
GAAP Net Income (Loss) Attributable to Apollo Global Management, Inc.			$	828					$	599					$	2,231					$	1,609
Preferred dividends			25						—						49						—
Net income (loss) attributable to non-controlling interests			324						151						662						679
GAAP Net Income (Loss)			$	1,177					$	750					$	2,942					$	2,288
Income tax provision (benefit)			261						201						683						454
GAAP Income (Loss) Before Income Tax Provision (Benefit)			$	1,438					$	951					$	3,625					$	2,742
Asset Management Adjustments:
Equity-based profit sharing expense and other1			45						57						139						124
Equity-based compensation			84						58						158						110
Transaction-related charges2			22						(4)						77						(7)
Merger-related transaction and integration costs3			7						5						15						12
(Gains) losses from change in tax receivable agreement liability			1						—						1						—
Net (income) loss attributable to non-controlling interests in consolidated entities			(323)						(192)						(700)						(715)
Unrealized performance fees			(86)						86						(354)						(153)
Unrealized profit sharing expense			35						1						194						136
HoldCo interest and other financing costs4			15						20						30						41
Unrealized principal investment income (loss)			1						(29)						(10)						(39)
Unrealized net (gains) losses from investment activities and other5			57						8						29						20
Retirement Services Adjustments:
Investment (gains) losses, net of offsets			124						563						146						166
Non-operating change in insurance liabilities and related derivatives6			(203)						(304)						(876)						(169)
Integration, restructuring and other non-operating expenses			31						28						61						57
Equity-based compensation expense			11						13						24						29
Segment Income			1,259						1,261						2,559						2,354
HoldCo interest and other financing costs4			(15)						(20)						(30)						(41)
Taxes and related payables			(235)						(231)						(456)						(458)
Adjusted Net Income			$	1,009					$	1,010					$	2,073					$	1,855
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 Three and six months ended June 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.

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The table below sets forth a reconciliation of common stock outstanding to our Adjusted Net Income Shares Outstanding:

			June 30, 2024						December 31, 2023
Total GAAP Common Stock Outstanding			569,535,344						567,762,932
Non-GAAP Adjustments:
Mandatory Convertible Preferred Stock1			14,528,625						15,564,983
Vested RSUs			18,421,647						22,072,379
Unvested RSUs Eligible for Dividend Equivalents			14,387,351						12,603,041
Adjusted Net Income Shares Outstanding			616,872,967						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)			June 30, 2024						December 31, 2023
Total investments, including related parties			$	265,044					$	238,941
Derivative assets			(7,488)						(5,298)
Cash and cash equivalents (including restricted cash)			14,097						14,781
Accrued investment income			2,507						1,933
Net receivable (payable) for collateral on derivatives			(4,258)						(2,835)
Reinsurance impacts			(2,132)						(572)
VIE assets, liabilities and non-controlling interests			15,339						14,818
Unrealized (gains) losses			18,869						16,445
Ceded policy loans			(170)						(174)
Net investment receivables (payables)			(252)						11
Allowance for credit losses			682						608
Other investments			(23)						(41)
Total adjustments to arrive at gross invested assets			37,171						39,676
Gross invested assets			302,215						278,617
ACRA non-controlling interests			(69,258)						(61,190)
Net invested assets			$	232,957					$	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 June 30, 2024, the Company had $15.9 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.

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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:

			Six months ended June 30,
(In millions)			2024						2023
Operating Activities			$	1,403					$	4,622
Investing Activities			(31,085)						(17,508)
Financing Activities			29,976						16,537
Effect of exchange rate changes on cash and cash equivalents			(2)						5
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities			$	292					$	3,656

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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.

			Six months ended June 30,
(In millions)			2024						2023
Net cash provided by the Company's operating activities			$	1,686					$	5,093
Net cash used in the Consolidated Funds and VIEs operating activities			(283)						(471)
Net cash provided by operating activities			1,403						4,622
Net cash used in the Company's investing activities			(30,205)						(17,033)
Net cash used in the Consolidated Funds and VIEs investing activities			(880)						(475)
Net cash used in investing activities			(31,085)						(17,508)
Net cash provided by the Company's financing activities			27,943						16,600
Net cash provided by (used in) the Consolidated Funds and VIEs financing activities			2,033						(63)
Net cash provided by financing activities			$	29,976					$	16,537

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 six months ended June 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 policy acquisition and other operating expenses. Net cash provided by operating activities includes net cash used in our consolidated funds and VIEs, which primarily includes net payments for purchases of VIEs’ investments, partially offset by proceeds from the sale of VIEs’ investments.

•During the six months ended June 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 payments for purchases of VIEs’ investments, partially offset by proceeds from the sale 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 six months ended June 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 and cash collateral posted for derivative transactions with counterparties, partially offset by the sales, maturities and repayments of investments.

•During the six months ended June 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.

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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 six months ended June 30, 2024, cash provided by financing activities primarily reflects cash received from the strong organic retail and funding agreement inflows, net of cash outflows, a favorable change in cash collateral for derivative transactions posted by counterparties related to the favorable equity market performance, issuances of debt by our subsidiary and net capital contributions from non-controlling interests, partially offset by repayment of debt and 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, offset by repayment of debt.

•During the six months ended June 30, 2023, cash provided by financing activities primarily reflects cash received from the strong organic inflows from retail and flow reinsurance, net of outflows, a favorable change in cash collateral for derivative transactions posted by counterparties related to the favorable equity market performance, an increase in repurchase agreements and net capital contributions from non-controlling interests, partially offset by the payment of common and preferred stock dividends. Cash used in financing activities of our consolidated funds and VIEs primarily includes distributions to redeemable non-controlling interests and payments for borrowings under repurchase agreements, offset by proceeds from the issuance of debt.

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

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AHL to receive distributions from their own respective subsidiaries will continue to depend on applicable law with respect to such distributions.

On August 1, 2024, AGM declared a cash dividend of $0.4625 per share of its common stock, which will be paid on August 30, 2024 to holders of record at the close of business on August 16, 2024.

On August 1, 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 October 31, 2024 to holders of record at the close of business on October 15, 2024.

Repurchase of Securities

Share Repurchase Program

For information regarding the Company’s share repurchase program, see note 13 to the condensed consolidated financial statements.

Repurchase of Other Securities

We may from time to time seek to retire or purchase our other outstanding debt or equity securities through cash purchases and/or exchanges for other securities, purchases in the open market, privately negotiated transactions or otherwise. Any such repurchases will be dependent upon several factors, including our liquidity requirements, contractual restrictions, general market conditions and applicable regulatory, legal and accounting factors. Whether or not we repurchase any of our other securities and the size and timing of any such repurchases will be determined at our discretion.

Mandatory Convertible Preferred Stock

On August 11, 2023, the Company issued 28,750,000 shares, or $1.4 billion aggregate liquidation preference, of its 6.75% Series A Mandatory Convertible Preferred Stock. There were 28,749,765 shares of Mandatory Convertible Preferred Stock issued and outstanding as of June 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 June 30, 2024, the asset management business had $2.9 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 June 30, 2024, which includes notes with maturities in 2026, 2029, 2030, 2033, 2048, 2050, 2053 and 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

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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 June 30, 2024, the outstanding AOG Unit Payment amount was $88 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 June 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.

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Fund Escrow

As of June 30, 2024, the remaining investments and escrow cash of Fund VIII was valued at 102% 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 June 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 June 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.

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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 June 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 June 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 June 30, 2024, approximately 29% of Athene’s net reserve liabilities were generally non-surrenderable, including buy-out pension group annuities other than those that can be withdrawn as lump sums, funding agreements and payout annuities, while 56% were subject to penalty upon surrender.

Membership in Federal Home Loan Bank

Through its membership in the FHLB, Athene is eligible to borrow under variable rate short-term federal funds arrangements to provide additional liquidity. The borrowings must be secured by eligible collateral such as mortgage loans, eligible CMBS or RMBS, government or agency securities and guaranteed loans. As of each of June 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 June 30, 2024 and December 31, 2023, Athene had funding agreements outstanding with the FHLB in the aggregate principal amount of $11.9 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 June 30, 2024, Athene’s total maximum borrowing capacity under the FHLB facilities was limited to $50.8 billion. However, Athene’s ability to borrow under the facilities is constrained by the availability of assets that qualify as eligible collateral under the facilities and certain other limitations. Considering these limitations, as of June 30, 2024, Athene had the ability to draw up to an estimated $13.6 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.

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As of each of June 30, 2024 and December 31, 2023, the payables for repurchase agreements were $3.9 billion, while the fair value of securities and collateral held by counterparties backing the repurchase agreements was $4.0 billion and $4.1 billion, respectively. As of June 30, 2024, payables for repurchase agreements, based on original issuance, were comprised of $1.2 billion 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.

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Future Debt Obligations

Athene had long-term debt of $5.7 billion as of June 30, 2024, which includes notes with maturities in 2028, 2030, 2031, 2033, 2034, 2051, 2052, 2054 and 2064. See note 11 to the condensed consolidated financial statements for further information regarding Athene’s debt arrangements.

Capital

Athene believes it has a strong capital position and is well positioned to meet policyholder and other obligations. Athene measures capital sufficiency using an internal capital model which reflects management’s view on the various risks inherent to its business, the amount of capital required to support its core operating strategies and the amount of capital necessary to maintain its current ratings in a recessionary environment. The amount of capital required to support Athene’s core operating strategies is determined based upon internal modeling and analysis of economic risk, as well as inputs from rating agency capital models and consideration of both NAIC RBC and Bermuda capital requirements. Capital in excess of this required amount is considered excess equity capital, which is available to deploy. As of December 31, 2023 and December 31, 2022, Athene’s U.S. RBC ratio was 392% and 387%, respectively, its Bermuda RBC ratio was 400% and 407%, respectively, and its consolidated RBC ratio was 412% and 416%, respectively. The formulas for determining the amount of RBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. The RBC of Athene’s Bermuda insurance companies presented herein excludes the impact of any deferred taxes that may be recorded on a statutory basis as a result of the enactment of the Bermuda CIT. Athene is currently assessing deferred taxes that may be recorded on a statutory basis as a result of the Bermuda CIT, which could have a positive impact on the statutory capital and surplus of its Bermuda insurance companies.

ACRA

ACRA 1 provided Athene with access to on-demand capital to support its growth strategies and capital deployment opportunities. ACRA 1 provided a capital source to fund both Athene’s inorganic and organic channels. The commitment period for ACRA 1 expired in August 2023.

Similar to ACRA 1, ACRA 2 was funded in December 2022 as another long-duration, on-demand capital vehicle. Effective July 1, 2023, ALRe sold 50% of its non-voting, economic interests in ACRA 2 to ADIP II for $640 million, while maintaining all of ACRA 2’s voting interests. Effective December 31, 2023, ACRA 2 repurchased a portion of its shares held by ALRe, which increased ADIP II’s ownership of economic interests in ACRA 2 to 60%, with ALRe owning the remaining 40% of the economic interests. ACRA 2 participates in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP II’s proportionate economic interest in ACRA 2.

These strategic capital solutions allow Athene the flexibility to simultaneously deploy capital across multiple accretive avenues, while maintaining a strong financial position.

Critical Accounting Estimates and Policies

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses and should be read in conjunction with our significant accounting policies described in note 2 of our consolidated financial statements in our 2023 Annual Report. Actual results could differ from these estimates.

The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.

•Consolidation of VIEs

•Revenue Recognition

◦Performance Fees within Investment Income

◦Management Fees

•Investments, at fair value

•Fair value of financial instruments

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•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 June 30, 2024:

(In millions)			2024						2025 - 2026						2027 - 2028						2029 and Thereafter						Total
Asset Management
Operating lease obligations1			$	37					$	164					$	159					$	502					$	862
Other long-term obligations2			26						12						—						—						38
AMH credit facility3			—						2						1						—						3
Debt obligations3			110						925						394						6,639						8,068
AOG Unit payment 4			88						—						—						—						88
			261						1,103						554						7,141						9,059
Retirement Services
Interest sensitive contract liabilities			7,922						43,135						67,356						109,976						228,389
Future policy benefits			1,362						5,374						5,272						38,791						50,799
Market risk benefits			—						—						—						5,544						5,544
Other policy claims and benefits			101						—						—						—						101
Dividends payable to policyholders			4						15						13						61						93
Debt3			151						585						1,565						8,891						11,192
Securities to repurchase5			1,282						1,631						1,302						—						4,215
			10,822						50,740						75,508						163,263						300,333
Obligations			$	11,083					$	51,843					$	76,062					$	170,404					$	309,392
1 Operating lease obligations excludes $158 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 June 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.

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(iii)In connection with the Stone Tower acquisition, Apollo agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. In connection with the acquisition of Griffin Capital’s U.S. asset management business on May 3, 2022, Apollo agreed to pay the former owners certain share-based consideration contingent on specified AUM and capital raising thresholds. These contingent consideration liabilities are remeasured to fair value at each reporting period until the obligations are satisfied. See note 16 to the condensed consolidated financial statements for further information regarding the contingent consideration liabilities.

(iv)Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.

Atlas

In connection with the Company and CS’s previously announced transaction, certain subsidiaries of Atlas acquired certain assets of the CS Securitized Products Group (the “Transaction”). Under the terms of the Transaction, Atlas originally agreed to pay CS an amount of $3.3 billion by February 8, 2028. This deferred purchase price is an obligation first of Atlas, second of AAA, third of AAM, fourth of AHL and fifth of AARe. Each of AARe and AAM has issued an assurance letter to CS for the full deferred purchase obligation amount of $3.3 billion. In March 2024, in connection with Atlas concluding its investment management agreement with CS, Atlas will no longer receive $0.8 billion of fees and the deferred purchase price obligation is reduced by a corresponding amount from $3.3 billion to $2.5 billion. In addition, certain strategic investors have made equity commitments to Atlas which therefore obligates these investors for a portion of the deferred purchase price obligation.

In exchange for the purchase price, Atlas originally received approximately $0.4 billion in cash and a portfolio of senior secured warehouse assets, subject to debt, with approximately $1 billion of tangible equity value. These warehouse assets are senior secured assets at industry standard loan-to-value ratios, structured to investment grade-equivalent criteria, and were approved by Atlas in connection with this Transaction. Atlas also benefits generally from the net spread earned on these assets in excess of its cost of financing. Finally, Atlas will also collect $0.4 billion of fees under the investment management agreement with CS through June 2024, including payments already received, and transition and termination payments. As a result, the guarantee related to the Company’s aforementioned assurance letter is not probable of payment hence there is no liability on the condensed consolidated financial statements.

Supplemental Guarantor Financial Information

The 2053 Subordinated Notes issued by AGM are guaranteed on a junior, unsecured basis, and the 2033 Senior Notes 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.

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(In millions)			June 30, 2024						December 31, 2023
Summarized Statements of Financial Condition
Current assets, less receivables from non-guarantor subsidiaries			$	2,855					$	2,747
Non-current assets			8,256						7,165
Due from related parties, excluding non-guarantor subsidiaries			564						357
Current liabilities, less payables to non-guarantor subsidiaries			592						997
Non-current liabilities			7,063						6,107
Due to related parties, excluding non-guarantor subsidiaries			243						222
Non-controlling interests			10						12

									Six months ended June 30,
(In millions)									2024
Summarized Statements of Operations
Revenues									$	2,073
Net income (loss)									128
Net income (loss) attributable to obligor group									79

The following are transactions of the obligor group with non-guarantor subsidiaries.

									Six months ended June 30,
(In millions)									2024
Due from non-guarantor subsidiaries									$	131
Due to non-guarantor subsidiaries									420
Intercompany revenue									586

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of incurring losses due to adverse changes in market rates and prices. Included in market risk are potential losses in value due to credit and counterparty risk, interest rate risk, currency risk, commodity price risk, equity price risk and inflation risk.

In our asset management business, our predominant exposure to market risk is related to our role as investment manager and general partner for the funds we manage and the sensitivity to movements in the fair value of their investments and resulting impact on performance fees and management fee revenues. Our direct investments in the funds we manage also expose us to market risk whereby movements in the fair values of the underlying investments will increase or decrease both net gains (losses) from investment activities and income (loss) from equity method investments.

Our retirement services business is exposed to market risk through its investment portfolio, its counterparty exposures and its hedging and reinsurance activities. Athene’s primary market risk exposures are to credit risk, interest rate risk, equity price risk and inflation risk.

For a discussion of our market risk exposures in general, please see “Part II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Annual Report, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov and is incorporated by reference into this report.

There have been no material changes to market risk exposures from those previously disclosed in the Company’s 2023 Annual Report, except as described below.

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Sensitivities

Retirement Services

Interest Rate Risk

Athene assesses interest rate exposure for financial assets and liabilities using hypothetical stress tests and exposure analyses. Assuming all other factors are constant, if there was an immediate parallel increase in interest rates of 100 basis points from levels as of June 30, 2024, Athene estimates a net decrease to its point-in-time income (loss) before income tax (provision) benefit from changes in the fair value of these financial instruments of $2.7 billion, net of offsets. If there was a similar parallel increase in interest rates from levels as of December 31, 2023, Athene estimates a net decrease to its point-in-time income (loss) before income tax (provision) benefit from changes in the fair value of these financial instruments of $2.5 billion, net of offsets. The financial instruments included in the sensitivity analysis are carried at fair value and changes in fair value are recognized in earnings. These financial instruments include derivative instruments, embedded derivatives, mortgage loans, certain fixed maturity securities and market risk benefits. The sensitivity analysis excludes those financial instruments carried at fair value for which changes in fair value are recognized in equity, such as AFS fixed maturity securities.

Assuming a 25 basis point increase in interest rates that persists for a 12-month period, the estimated impact to spread related earnings due to the change in net investment spread from floating rate assets and liabilities would be an increase of approximately $30 – $40 million, and a 25 basis point decrease would generally result in a similar decrease. This is calculated without regard to future changes to assumptions and excludes the impact of rate changes on cash and cash equivalents. The decrease in sensitivity to spread related earnings due to the change in net investment spread from floating rate assets and liabilities as of June 30, 2024, when compared to December 31, 2023, was driven by the decrease in Athene’s net floating rate position related to hedging actions as well as additional issuances of floating rate funding agreements in 2024.

Athene is unable to make forward-looking estimates regarding the impact on net income (loss) of changes in interest rates that persist for a longer period of time, or changes in the shape of the yield curve over time, as a result of an inability to determine how such changes will affect certain of the items that Athene characterizes as “adjustments to income (loss) before income taxes” in its reconciliation between net income (loss) available to AHL common stockholder and spread related earnings. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of Non-U.S. GAAP Measures” for the reconciliation of net income (loss) attributable to AGM common stockholders to adjusted net income, of which SRE is a component. The impact of changing rates on these adjustments is likely to be significant. See above for a discussion regarding the estimated impact on income (loss) before income tax (provision) benefit of an immediate, parallel increase in interest rates of 100 basis points from levels as of June 30, 2024, which discussion encompasses the impact of such an increase on certain of the adjustment items.

The models used to estimate the impact of changes in market interest rates incorporate numerous assumptions, require significant estimates and assume an immediate change in interest rates without any discretionary management action to counteract such a change. Consequently, potential changes in Athene’s valuations indicated by these simulations will likely be different from the actual changes experienced under any given interest rate scenarios and these differences may be material. Because Athene actively manages its assets and liabilities, the net exposure to interest rates can vary over time. However, any such decreases in the fair value of fixed maturity securities, unless related to credit concerns of the issuer requiring recognition of credit losses, would generally be realized only if Athene were required to sell such securities at losses to meet liquidity needs.

ITEM 4.    CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

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Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

See a summary of the Company’s legal proceedings set forth in note 16 to our condensed consolidated financial statements, which is incorporated by reference herein.

ITEM 1A.    RISK FACTORS     

For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our 2023 Annual Report, which is accessible on the Securities and Exchange Commission's website at www.sec.gov.

The risks described in our 2023 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors disclosed in our 2023 Annual Report, except for the following:

Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our businesses.

We are subject to extensive regulation, including periodic examinations and requirements to obtain and maintain licenses and/or other approvals, by government agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. Many of the various laws and regulations to which we are subject are discussed in “Item 1. Business—Regulatory and Compliance Matters” in our 2023 Annual Report. As detailed in that section, certain of our businesses, subsidiaries and/or affiliates are, among others, regulated under the Investment Advisers Act; the Investment Company Act; the Dodd-Frank Wall Street Reform and Consumer Protection Act; the EU Alternative Investment Fund Managers Directive; the EU Markets in Financial Instruments Directive; the EU General Data Protection Regulation (as implemented in countries in the European Economic Area) and the U.K. General Data Protection Regulation; the U.K. Data Protection Act 2018 and potentially various new and emerging EU and U.K. cybersecurity laws; the Cayman Islands Data Protection Act; the Gramm-Leach-Bliley Act; the California Consumer Privacy Act of 2018 and a variety of other U.S. state privacy and cybersecurity laws; the Regulation on OTC Derivatives, Central Counterparties and Trade Repositories; as well as by the Financial Stability Oversight Council and similar non-U.S. regulators; the Federal Reserve; the SEC; FINRA; the U.S. Department of Labor; the Internal Revenue Service (“IRS”); the Office of the Comptroller of the Currency; the Federal Communications Commission; insurance regulators in U.S. states, the EU, Bermuda, U.K., Ireland, Italy, Switzerland, Germany, Belgium, the Netherlands, Australia, Singapore, Canada, Cayman Islands and Malaysia; banking regulators in Germany, Slovenia and Spain; as well as rules and regulations regarding CLO risk retention, real estate investment trusts, broker-dealers, “over the counter” derivatives markets, commodity pool operators, commodity trading advisors, gaming companies, and natural resources companies. We distribute many of our products through financial intermediaries, including third-party broker-dealers, and as such, increasing broker-dealer regulation (particularly concerning marketing and sales practices) could make it more difficult and expensive for us to distribute such products. We are also subject to laws and regulations governing payments and contributions to public officials or other parties, including restrictions imposed by the U.S. Foreign Corrupt Practices Act, as well as economic sanctions and export control laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Department of Commerce and the U.S. Department of State. Increasingly, we are or may be subject to new initiatives and additional rules and regulations relating to sustainable finance and/or environmental, social and governance matters, including but not limited to: in the EU, the EU Regulation on the Establishment of a Framework to Facilitate Sustainable Investment as well as the EU Sustainable Finance Disclosure Regulation and supporting regulatory technical standards; and, in the U.K., the U.K. FCA’s disclosure rules for asset managers aligned with the recommendations of the Taskforce on Climate-Related Financial Disclosures as well as the forthcoming Sustainability Disclosure Requirements and investment labelling regime and the proposed U.K. Green Taxonomy. Compliance with such laws and regulations requires increasing amounts of resources and the attention of our management team. Any violation, even if alleged, of such laws and regulations or any failure to obtain or maintain licenses and/or other regulatory approvals as required for our operations may have a material adverse effect on our businesses, financial condition, results of operations, liquidity, cash flows and prospects.

Many of these laws and regulations empower regulators, including U.S. and foreign government agencies and self-regulatory organizations, as well as state securities commissions and insurance departments in the U.S., to conduct investigations and administrative proceedings that can result in penalties, fines, suspensions or revocations of licenses and/or other regulatory approvals, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders, enforcement

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actions and settlements, or the suspension or expulsion of an investment adviser from registration or memberships. Even if an investigation or proceeding does not result in a sanction or the sanction imposed against us or our personnel by a regulator is small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing investors or fail to gain new investors. These requirements imposed by our regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in the funds we manage and policyholders of our retirement services and other businesses and may not necessarily be designed to protect our stockholders. Other regulations, such as those promulgated by the Committee on Foreign Investment in the United States and similar foreign direct investment regimes in other jurisdictions, may impair our ability to invest the funds we manage and/or for such funds to realize full value from our investments in certain industries and countries.

Our businesses may be adversely affected as a result of new or revised legislation or regulations imposed by U.S. or foreign government agencies or self-regulatory organizations. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these government agencies and self-regulatory organizations. For instance, the SEC and other regulators have been increasing regulation of private funds and advisers to private funds, and this type of regulation may make it more difficult for us to manage and distribute both our private fund products and our products that are purchased by third-party private fund managers.

In addition to the foregoing risks, the financial services industry is the focus of increased regulatory scrutiny as various U.S. state and federal government agencies and self-regulatory organizations conduct inquiries and investigations into the products and practices of the companies within this industry. Government authorities and standard setters in the U.S. and worldwide (including the International Association of Insurance Supervisors (“IAIS”)) have become increasingly interested in potential risks posed by the insurance industry as a whole, and to commercial and financial activities and systems in general, as indicated by the development of the global insurance capital standard by the IAIS to be applicable to internationally active insurance groups (“IAIGs”), as well as the NAIC’s adoption of the group capital calculation and liquidity stress test, each of which the Iowa Insurance Division (“IID”) has adopted and is now applicable to us. On February 6, 2024, the IID identified AGM as meeting the criteria as an IAIG and further identified Athene as the Head of the IAIG. As a result of these identifications, we expect Athene to be subject to the relevant capital standard that the U.S. applies to IAIGs. At this time, we do not expect a significant impact on Athene’s capital position or capital structure; however, we cannot fully predict with certainty the impact (if any) on Athene’s capital position or capital structure and any other burdens being named an IAIG may impose on Athene or its insurance affiliates.

Guaranty associations may also subject member insurers, including Athene, to assessments that require the insurers to pay funds to cover contractual obligations under insurance policies issued by insurance companies that become impaired or insolvent. These associations levy assessments, up to prescribed limits, on each member insurer doing business in a particular state on the basis of their proportionate share of the premiums written by all member insurers in the lines of business in which the impaired or insolvent insurer previously engaged. Most states limit assessments in any year to 2% of the insurer’s average annual premium for the three years preceding the calendar year in which the impaired insurer became impaired or insolvent. Although Athene has not historically paid material amounts in connection with these assessments, we cannot accurately predict the magnitude of such amounts in the future, or accurately predict which past or future insolvencies of other insurers could lead to such assessments. If material, such future assessments may have an adverse effect on our financial condition, results of operations, liquidity or cash flows and any liability we have previously established for these potential assessments may not be adequate. See also note 16 to the condensed consolidated financial statements.

We have been and may be the target or the subject of third-party litigation from time to time that could result in significant liabilities and/or reputational harm, which could have a material adverse effect on our results of operations, financial condition and liquidity.

The activities of our businesses, including the investment activities of the funds we manage and activities of our employees in connection with the funds, their portfolio companies, our insurance subsidiaries, as well as publicly listed vehicles we manage or sponsor may subject us and certain of our employees to the risk of litigation, including class actions, by third parties, including fund investors dissatisfied with the performance or management of such funds, holders of our or the funds’ portfolio companies’ debt or equity, policyholders of our retirement services business, public stockholders and a variety of other potential litigants. In general, we will be exposed to risk of litigation by our investors if our management of any fund is alleged to constitute bad faith, gross negligence, willful misconduct, fraud, willful or reckless disregard for our duties to the fund, breach of fiduciary duties or securities laws, or other forms of misconduct. If such allegations are made against our Board or management, Section 220 of the Delaware General Corporation Law (the “DGCL”) allows stockholders to access corporate books and records to investigate wrongdoing. Fund investors could sue us to recover amounts lost by the funds we manage due

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to our alleged misconduct, up to the entire amount of loss. Further, we may be subject to litigation arising from investor dissatisfaction with the performance of the funds we manage or from third-party allegations that we (i) improperly exercised control or influence over companies in which the funds we manage have large investments or (ii) are liable for actions or inactions taken by portfolio companies that such third parties argue we control. We are also exposed to risks of litigation or investigation relating to transactions that presented conflicts of interest that were not properly addressed. Our rights to indemnification by the funds we manage may not be upheld if challenged, and our indemnification rights generally do not cover bad faith, gross negligence, willful misconduct, fraud, willful or reckless disregard for our duties to the fund or other forms of misconduct. With many highly paid investment professionals and complex compensation and incentive arrangements, we face the risk of lawsuits relating to claims for compensation, which may individually or in the aggregate be significant in amount. We are also increasingly faced with the risk of litigation or investigation in relation to environmental, social and/or governance-related issues given the increasing scrutiny of such issues by investors, other stakeholders, regulators, and other third parties as well as due to the increasing disclosure obligations on our businesses, the funds we manage, and their portfolio companies. Such risks may relate to accusations concerning but not limited to: (i) the activities of portfolio companies, including environmental damage and violations of labor and human rights; (ii) misrepresentations of the investment strategies of the funds we manage as well as about our, the funds’, and their investments’ performance against environmental, social and/or governance-related measures and/or initiatives; or (iii) breaches of fiduciary duty in relation to the funds we manage and other violations of law related to the management of environmental, social and/or governance-related risks.

If any civil or criminal litigation brought against us were to result in a finding of substantial legal liability or culpability, the litigation could, in addition to any financial damage, cause significant reputational harm to us, which could seriously harm our business. In addition, we may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face in connection with potential claims, which could have a material adverse effect on our business.

In addition, our business has been, and may continue to be, the subject of litigation between third parties that could negatively impact us. For example, beginning in March 2024, a number of putative class actions were filed in federal courts in the U.S. against certain customers of Athene, in their respective capacities as plan sponsors, alleging violations of the Employee Retirement Income Security Act of 1974 (“ERISA”) in connection with their transfer of pension obligations under defined benefit plans governed under ERISA and their purchase of pension group annuity (“PGA”) contracts from Athene. The lawsuits seek, inter alia, that defendants guarantee the annuities purchased from Athene and disgorge any profits earned from the transactions. Although Athene is not a named defendant, the lawsuits make several negative allegations about Athene and its business, which we believe to be untrue. Negative public perceptions of Athene and its business could adversely affect (and may have already adversely affected) its ability to attract and retain customers, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, these lawsuits could lead to increased regulatory and governmental scrutiny of Athene’s business and the industry overall, and/or result in Athene becoming involved in these lawsuits or even being named as a defendant in future lawsuits related to its PGA business, which could result in additional expenses, adverse regulations and oversight, and/or additional reputational harm. These lawsuits could also spur similar copycat lawsuits, which could further impact Athene’s PGA business. To the extent that the inflows in Athene’s PGA business are negatively impacted by these lawsuits and any related regulatory and governmental scrutiny, Athene may seek to increase its inflows in its other distribution channels, including by issuing additional funding agreements within its institutional channel. However, there are no assurances that Athene would be successful in replacing any PGA inflows with inflows from other distribution channels or that such other inflows would result in comparable spreads.

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ITEM 2.    UNREGISTERED SALE OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Unregistered Sale of Equity Securities

On May 15, 2024, the Company issued 8,673 restricted shares under the 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles and 1,507 restricted shares under the 2019 Omnibus Equity Incentive Plan to certain holders of vested performance fee rights. The shares were issued in private placements in reliance on Regulation D or Section 4(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

The following table sets forth information regarding repurchases of shares of common stock during the fiscal quarter ended June 30, 2024.

Period						Total number of shares of common stock purchased						Average price paid per share						Total number of shares of common stock purchased as part of publicly announced plans or programs1						Approximate dollar value of common stock that may yet be purchased under the plans or programs
April 1, 2024 through April 30, 2024
Opportunistic repurchases						—												—
Equity award-related repurchases2						—												—
Total						—						$	—					—						$	2,487,640,161
May 1, 2024 through May 31, 2024
Opportunistic repurchases						—												—
Equity award-related repurchases2						325,174												325,174
Total						325,174						$	109.47					325,174						$	2,452,044,203
June 1, 2024 through June 30, 2024
Opportunistic repurchases						650,000												650,000
Equity award-related repurchases2						—												—
Total						650,000						$	115.13					650,000						$	2,377,209,744
Total
Opportunistic repurchases						650,000												650,000
Equity award-related repurchases2						325,174												325,174
Total						975,174												975,174
1 On February 8, 2024, the AGM board of directors terminated the Company’s prior share repurchase program and approved a new share repurchase program, pursuant to which, the Company is authorized to repurchase up to $3.0 billion of shares of its common stock to opportunistically reduce the Company’s share count or offset the dilutive impact of share issuances under the Company’s equity incentive plans. Under the share repurchase program, repurchases may be of outstanding shares of common stock occurring from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, as well as through reductions of shares that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations. The share repurchase program does not obligate the Company to make any repurchases at any specific time. The program is effective until the aggregate repurchase amount that has been approved by the AGM board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time.
2 Represents repurchases of shares of common stock in order to offset the dilutive impact of share issuances under the Equity Plan including reductions of shares of common stock that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.    OTHER INFORMATION

During the three months ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of AGM adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6.    EXHIBITS

Exhibit Number						Exhibit Description
2.1						Agreement and Plan of Merger, dated as of March 8, 2021, by and among Apollo Global Management, Inc., Athene Holding Ltd., Tango Holdings, Inc., Blue Merger Sub, Ltd., and Green Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Apollo Asset Management, Inc.’s Form 8-K filed on March 8, 2021 (File No. 001-35107)).
3.1						Amended and Restated Certificate of Incorporation of Tango Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K12B filed on January 3, 2022 (File No. 001-41197)).
3.2						Amendment to the Amended and Restated Certificate of Incorporation of Apollo Global Management, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K12B filed on January 3, 2022 (File No. 001-41197)).
3.3						Certificate of Designations of 6.75% Series A Mandatory Convertible Preferred Stock of Apollo Global Management, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 11, 2023 (File No. 001-41197)).
3.4						Amended and Restated Bylaws of Apollo Global Management, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 8-K12B filed on January 3, 2022 (File No. 001-41197)).
4.1						Form of 6.75% Series A Mandatory Convertible Preferred Stock Certificate (included in Exhibit 3.1 to the Registrant’s Form 8-K filed on August 11, 2023 (File No. 001-41197), which is incorporated by reference).
4.2						Indenture, dated as of August 23, 2023, among Apollo Global Management, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 23, 2023 (File No. 001-41197)).
4.3						Form of 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 (included in Exhibit 4.1 to the Registrant’s Form 8-K filed on August 23, 2023 (File No. 001-41197), which is incorporated by reference).
4.4						Indenture, dated as of November 13, 2023, among Apollo Global Management, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on November 13, 2023 (File No. 001-41197)).
4.5						Form of 6.375% Senior Notes due 2033 (included in Exhibit 4.1 to the Registrant’s Form 8-K filed on November 13, 2023 (File No. 001-41197), which is incorporated by reference).
4.6						Indenture, dated as of May 21, 2024, among Apollo Global Management, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on May 21, 2024 (File No. 001-41197), which is incorporated by reference).

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4.7						Form of 5.800% Senior Notes due 2054 (included in Exhibit 4.1 to the Registrant’s Form 8-K filed on May 21, 2024 (File No. 001-41197), which is incorporated by reference).
4.8						Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments.
*+10.1						Form of Notice of Director Restricted Share Unit Award under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (Deferred Restricted Share Units).
*+10.2						Form of Notice of Director Restricted Share Unit Award under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (Non-Deferred Restricted Share Units).
*31.1						Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
*31.2						Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
*32.1						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
*32.2						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
*101.SCH						XBRL Taxonomy Extension Schema Document
*101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB						XBRL Taxonomy Extension Label Linkbase Document
*101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*			Filed herewith.
+			Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						Apollo Global Management, Inc.
						(Registrant)
Date: August 7, 2024			By:			/s/ Martin Kelly
						Name:			Martin Kelly
						Title:			Chief Financial Officer (principal financial officer and authorized signatory)

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