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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-8880053
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A shares representing limited liability company interests
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New York Stock Exchange
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Large accelerated filer
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T
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TABLE OF CONTENTS
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Page
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PART I
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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Part II
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 8A.
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UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION
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ITEM 9.
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CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 9B.
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OTHER INFORMATION
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(i)
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the fair value of our private equity investments plus the capital that we are entitled to call from our investors pursuant to the terms of their capital commitments;
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(ii)
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the net asset value, or “NAV,” of our credit funds, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;
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(iii)
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the gross asset value or net asset value of our real estate entities and the structured portfolio company investments included within the funds we manage, which includes the leverage used by such structured portfolio companies;
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(iv)
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the incremental value associated with the reinsurance investments of the portfolio company assets that we manage; and
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(v)
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the fair value of any other investments that we manage plus unused credit facilities, including capital commitments for investments that may require pre-qualification before investment plus any other capital commitments available for investment that are not otherwise included in the clauses above.
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(i)
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fair value above invested capital for those funds that earn management fees based on invested capital;
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(ii)
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net asset values related to general partner and co-investment ownership;
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(iii)
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unused credit facilities;
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(iv)
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available commitments on those funds that generate management fees on invested capital;
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(v)
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structured portfolio company investments that do not generate monitoring fees; and
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(vi)
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the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
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our willingness to invest in industries that our competitors typically avoid;
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the often complex structures we employ in some of our investments, including our willingness to pursue difficult corporate carve-out transactions;
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our experience investing during periods of uncertainty or distress in the economy or financial markets when many of our competitors simply reduce their investment activity;
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our orientation towards sole sponsored transactions when other firms have opted to partner with others; and
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our willingness to undertake transactions that have substantial business, regulatory or legal complexity.
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(1)
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All data is as of
December 31, 2013
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(2)
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See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.
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(3)
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Includes funds that are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.37
as of
December 31, 2013
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(4)
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As of
December 31, 2013
, there was $1.1 billion that had yet to be deployed to an Apollo fund within our three segments.
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Company
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Year of Initial
Investment
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Fund(s)
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Buyout Type
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Industry
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Region
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American Gaming Systems
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2013
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Fund VIII
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Distressed Buyouts
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Media, Cable & Leisure
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North America
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Apex Energy
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2013
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ANRP
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Opportunistic Buyouts
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Natural Resources
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North America
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Aurum
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2013
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Fund VII
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Opportunistic Buyouts
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Consumer & Retail
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Western Europe
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Double Eagle Energy
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2013
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ANRP
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Opportunistic Buyouts
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Natural Resources
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North America
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Hostess
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2013
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Fund VII
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Corporate Carve-outs
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Consumer & Retail
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North America
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McGraw-Hill Education
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2013
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Fund VII
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Corporate Carve-outs
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Media, Cable & Leisure
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North America
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Nine Entertainment
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2013
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Fund VII
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Distressed Buyouts
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Media, Cable & Leisure
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Australia
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Novitex
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2013
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Fund VII
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Corporate Carve-Outs
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Financial & Business Services
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North America
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NRI
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2013
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Fund VII & ANRP
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Opportunistic Buyouts
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Natural Resources
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North America
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EP Energy
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2012
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Fund VII & ANRP
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Corporate Carve-outs
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Natural Resources
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North America
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Great Wolf Resorts
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2012
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Fund VII
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Opportunistic Buyouts
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Media, Cable & Leisure
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North America
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Pinnacle
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2012
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Fund VII & ANRP
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Opportunistic Buyouts
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Natural Resources
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North America
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Talos
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2012
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Fund VII & ANRP
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Opportunistic Buyouts
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Natural Resources
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North America
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Taminco
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2012
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Fund VII
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Opportunistic Buyouts
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Chemicals
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Western Europe
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Ascometal
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2011
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Fund VII & ANRP
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Corporate Carve-outs
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Natural Resources
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Western Europe
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Brit Insurance
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2011
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Fund VII
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Opportunistic Buyouts
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Financial & Business Services
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Western Europe
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CORE Media Group
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2011
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Fund VII
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Opportunistic Buyouts
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Media, Cable & Leisure
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North America
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Sprouts Farmers Markets
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2011
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Fund VI
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Opportunistic Buyouts
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Consumer & Retail
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North America
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Welspun
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2011
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Fund VII & ANRP
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Opportunistic Buyouts
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Natural Resources
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India
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Aleris International
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2010
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Fund VII & VI
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Distressed Buyouts
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Natural Resources
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Global
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Athlon
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2010
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Fund VII
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Opportunistic Buyouts
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Natural Resources
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North America
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Constellium
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2010
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Fund VII
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Corporate Carve-outs
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Natural Resources
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Western Europe
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Gala Coral Group
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2010
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Fund VII & VI
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Distressed Buyouts
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Media, Cable & Leisure
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Western Europe
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Monier
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2010
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Fund VII
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Distressed Buyouts
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Packing & Materials
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Western Europe
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Veritable Maritime
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2010
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Fund VII
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Opportunistic Buyouts
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Distribution & Transportation
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North America
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Dish TV
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2009
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Fund VII
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Opportunistic Buyouts
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Media, Cable & Leisure
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India
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Caesars Entertainment
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2008
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Fund VI
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Opportunistic Buyouts
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Media, Cable & Leisure
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North America
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Norwegian Cruise Line
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2008
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Fund VI
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Opportunistic Buyouts
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Media, Cable & Leisure
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North America
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Vantium
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2008
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Fund VII
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Debt Investments
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Financial & Business Services
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North America
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Claire’s
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2007
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Fund VI
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Opportunistic Buyouts
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Consumer & Retail
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Global
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Jacuzzi Brands
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2007
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Fund VI
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Opportunistic Buyouts
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Manufacturing & Industrial
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North America
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Noranda Aluminum
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2007
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Fund VI
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Corporate Carve-outs
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Natural Resources
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North America
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Prestige Cruise Holdings
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2007
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Fund VII & VI
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Opportunistic Buyouts
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Media, Cable & Leisure
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North America
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Berry Plastics
(1)
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2006
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Fund VI & V
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Corporate
Carve-outs
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Packaging & Materials
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North America
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CEVA Logistics
(2)
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2006
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Fund VI
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Corporate Carve-outs
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Distribution & Transportation
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Western Europe
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Rexnord
(3)
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2006
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Fund VI
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Opportunistic Buyouts
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Manufacturing & Industrial
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North America
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Verso Paper
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2006
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Fund VI
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Corporate Carve-outs
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Packaging & Materials
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North America
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Affinion Group
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2005
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Fund V
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Corporate
Carve-outs
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Financial & Business Services
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North America
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PLASE Capital
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2003
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Fund V
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Opportunistic Buyouts
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Financial & Business Services
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North America
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Momentive Performance Materials
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2000/2004/
2006
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Fund IV, V & VI
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Corporate Carve-outs
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Chemicals
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North America
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Debt Investment Vehicles - Fund VII
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Various
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Fund VII
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Debt Investments
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Various
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Various
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Debt Investment Vehicles - Fund VI
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Various
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Fund VI
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Debt Investments
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Various
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Various
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(1)
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Prior to merger with Covalence Specialty Material Holdings Corp.
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(2)
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Includes add-on investment in EGL, Inc.
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(3)
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Includes add-on investment in Zurn Industries Inc.
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(1)
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Excludes sub-advised AUM.
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on-site visits;
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interviews with management, employees, customers and vendors of the potential portfolio company;
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research relating to the company’s management, industry, markets, products and services, and competitors; and
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background checks.
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•
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investment performance;
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investor perception of investment managers’ drive, focus and alignment of interest;
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•
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quality of service provided to and duration of relationship with investors;
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•
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business reputation; and
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the level of fees and expenses charged for services.
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management fees, which are based generally on the amount of capital invested in our funds;
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transaction and advisory fees relating to the investments our funds make;
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incentive income, based on the performance of our funds; and
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investment income from our investments as general partner.
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our AUM to decrease, lowering management fees from our funds;
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increases in costs of financial instruments;
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adverse conditions for our portfolio companies (e.g., decreased revenues, liquidity pressures, increased difficulty in obtaining access to financing and complying with the terms of existing financings as well as increased financing costs);
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lower investment returns, reducing incentive income;
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higher interest rates, which could increase the cost of the debt capital we use to acquire companies in our private equity business; and
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material reductions in the value of our fund investments, affecting our ability to realize carried interest from these investments.
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market conditions during previous periods may have been significantly more favorable for generating positive performance, particularly in our private equity business, than the market conditions we may experience in the future;
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our funds’ returns have benefited from investment opportunities and general market conditions that may not repeat themselves, and there can be no assurance that our current or future funds will be able to avail themselves of profitable investment opportunities;
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our private equity funds’ rates of returns, which are calculated on the basis of net asset value of the funds’ investments, reflect unrealized gains, which may never be realized;
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our funds’ returns have benefited from investment opportunities and general market conditions that may not repeat themselves, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly;
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the historical returns that we present in this report derive largely from the performance of our current private equity funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed, which may have little or no realized investment track record;
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Fund VI, Fund VII and Fund VIII are larger private equity funds, and this capital may not be deployed as profitably as other funds;
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the attractive returns of certain of our funds have been driven by the rapid return of invested capital, which has not occurred with respect to all of our funds and we believe is less likely to occur in the future;
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our track record with respect to our credit funds and real estate funds is relatively short as compared to our private equity funds;
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in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in private equity funds and high liquidity in debt markets; and
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our newly established funds may generate lower returns during the period that they take to deploy their capital.
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in maintaining adequate financial, regulatory and business controls;
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implementing new or updated information and financial systems and procedures; and
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in training, managing and appropriately sizing our work force and other components of our businesses on a timely and cost-effective basis.
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The Dodd-Frank Act established the Financial Stability Oversight Council (the “FSOC”), which is comprised of representatives of all the major U.S. financial regulators, to act as the financial system’s systemic risk regulator with the authority to review the activities of non-bank financial companies predominantly engaged in financial activities that are designated as “systemically important.” Such designation is applicable to companies where material financial distress could pose risk to the financial stability of the United States. On April 3, 2012, the FSOC issued a final rule and interpretive guidance regarding the process by which it will designate nonbank financial companies as systemically important. The final rule and interpretive guidance detail a three-stage process, with the level of scrutiny increasing at each stage. Initially, the FSOC will apply a broad set of uniform quantitative metrics to screen out financial companies that do not warrant additional review. The FSOC will consider whether a company has at least $50 billion in total consolidated assets and whether it meets other thresholds relating to credit default swaps outstanding, derivative liabilities, total debt outstanding, a minimum leverage ratio of total consolidated assets (excluding separate accounts) to total equity of 15 to 1, and a short-term debt ratio of debt (with maturities of less than 12 months) to total consolidated assets (excluding separate accounts) of 10%. A company that meets or exceeds both the asset threshold and one of the other thresholds will be subject to additional review. The review criteria could, and is expected to, evolve over time. While we believe it to be unlikely that we would be designated as systemically important, if such designation were to occur, we would be subject to significantly increased levels of regulation, which includes, without limitation, a requirement to adopt heightened standards relating to capital, leverage, liquidity, risk management, credit exposure reporting and concentration limits, restrictions on acquisitions and being subject to annual stress tests by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
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The Dodd-Frank Act, under what has become known as the “Volcker Rule,” generally prohibits depository institution holding companies (including certain foreign banks with U.S. branches and insurance companies with U.S. depository institution subsidiaries), insured depository institutions and subsidiaries and affiliates of such entities (collectively, “banking entities”) from investing in, sponsoring or having certain other relationships with private equity funds or hedge funds. The Volcker Rule became effective on July 21, 2012. The statute provides banking entities a period of two years to conform their activities and investments to the requirement of the statute, i.e., until July 21, 2014. However, the Federal Reserve is permitted to extend this conformance
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The Dodd-Frank Act requires many private equity and hedge fund advisers to register with the SEC under the Investment Advisers Act, to maintain extensive records and to file reports if deemed necessary for purposes of systemic risk assessment by certain governmental bodies. As described elsewhere in this Form 10-K, all of the investment advisers of our investment funds operated in the U.S. are registered as investment advisers with the SEC.
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The Dodd-Frank Act authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate risk taking by covered financial institutions. Such restrictions could limit our ability to recruit and retain investment professionals and senior management executives.
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The Dodd-Frank Act imposes mandatory clearing and will impose exchange or swap execution facility trading and margin requirements on many swaps and derivative transactions (including formerly unregulated over-the-counter derivatives). Dodd-Frank also creates new categories of regulated market participants, such as “swap-dealers,” “security-based swap dealers,” “major swap participants” and “major security-based swap participants” who will be subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements, which will give rise to new administrative costs. Even if certain new requirements are not directly applicable to us, they may still increase our costs of entering into transactions with the parties to whom the requirements are directly applicable. Moreover, new exchange or swap execution facility trading and trade reporting requirements may lead to reductions in the liquidity or price transparency of certain swaps and derivative transactions, causing higher pricing or reduced availability of derivatives, or the reduction of arbitrage opportunities for us, which could adversely affect the performance of certain of our trading strategies. Position limits imposed by various regulators, self-regulatory organizations or trading facilities on derivatives may also limit our ability to affect desired trades. Position limits are the maximum amounts of net long or net short positions that any one person or entity may own or control in a particular financial instrument. For example, the Commodities Futures Trading Commission ("CFTC"), on November 5, 2013, re-proposed rules that would establish specific limits on positions in 28 physical commodity futures and option contracts as well as swaps that are economically equivalent to such contracts. If the CFTC's proposed rules are adopted, we may be required to aggregate the positions of our various investment funds and the positions of our funds' portfolio companies. It is possible that trading decisions may have to be modified and that positions held may have to be liquidated in order to avoid exceeding such limits. Such modification or liquidation, if required, could adversely affect our operations and profitability.
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The Dodd-Frank Act requires public companies to adopt and disclose policies requiring, in the event the company is required to issue an accounting restatement, the clawback of related incentive compensation from current and former executive officers.
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The Dodd-Frank Act amends the Exchange Act to compensate and protect whistleblowers who voluntarily provide original information to the SEC and establishes a fund to be used to pay whistleblowers who will be entitled to receive a payment equal to between 10% and 30% of certain monetary sanctions imposed in a successful government action resulting from the information provided by the whistleblower.
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investment performance;
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investor liquidity and willingness to invest;
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investor perception of investment managers’ drive, focus and alignment of interest;
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quality of service provided to and duration of relationship with investors;
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business reputation; and
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the level of fees and expenses charged for services.
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fund investors may develop concerns that we will allow a business to grow to the detriment of its performance;
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investors may reduce their investments in our funds or not make additional investments in our funds based upon current market conditions, their available capital or their perception of the health of our businesses;
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some of our competitors have greater capital, lower targeted returns or greater sector or investment strategy-specific expertise than we do, which creates competitive disadvantages with respect to investment opportunities;
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some of our competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;
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some of our competitors may perceive risk differently than we do, which could allow them either to outbid us for investments in particular sectors or, generally, to consider a wider variety of investments;
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some of our funds may not perform as well as competitors’ funds or other available investment products;
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our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment;
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some fund investors may prefer to invest with an investment manager that is not publicly traded;
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there are relatively few barriers to entry impeding new private equity and capital markets fund management firms, and the successful efforts of new entrants into our various businesses, including former “star” portfolio managers at large diversified financial institutions as well as such institutions themselves, will continue to result in increased competition;
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there are no barriers to entry to our businesses, implementing an integrated platform similar to ours or the strategies that we deploy at our funds, such as distressed investing, which we believe are our competitive strengths, except that our competitors would need to hire professionals with the investment expertise or grow it internally; and
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other industry participants continuously seek to recruit our investment professionals away from us.
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the diversion of management’s attention from our core businesses;
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the disruption of our ongoing businesses;
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entry into markets or businesses in which we may have limited or no experience;
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increasing demands on our operational systems;
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potential increase in investor concentration; and
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the broadening of our geographic footprint, increasing the risks associated with conducting operations in foreign jurisdictions.
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give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities;
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allow even moderate reductions in operating cash flow to render it unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment in it;
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limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive disadvantage compared to its competitors who have relatively less debt;
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limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive returns or further growth; and
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limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing, including for capital expenditures, working capital or general corporate purposes.
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Generally, there are few limitations on the execution of these funds’ investment strategies, which are subject to the sole discretion of the management company or the general partner of such funds.
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•
|
These funds may engage in short-selling, which is subject to a theoretically unlimited risk of loss.
|
•
|
These funds are exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the fund to suffer a loss.
|
•
|
Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions.
|
•
|
The efficacy of investment and trading strategies depend largely on the ability to establish and maintain an overall market position in a combination of financial instruments, which can be difficult to execute.
|
•
|
These funds may make investments or hold trading positions in markets that are volatile and which may become illiquid.
|
•
|
These funds’ investments are subject to risks relating to investments in commodities, futures, options and other derivatives, the prices of which are highly volatile and may be subject to a theoretically unlimited risk of loss in certain circumstances.
|
•
|
variations in our quarterly operating results or distributions, which variations we expect will be substantial;
|
•
|
our policy of taking a long-term perspective on making investment, operational and strategic decisions, which is expected to result in significant and unpredictable variations in our quarterly returns;
|
•
|
failure to meet analysts’ earnings estimates;
|
•
|
publication of research reports about us or the investment management industry or the failure of securities analysts to cover our Class A shares;
|
•
|
additions or departures of our Managing Partners and other key management personnel;
|
•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
actions by shareholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
speculation in the press or investment community;
|
•
|
changes or proposed changes in laws or regulations or differing interpretations thereof affecting our businesses or enforcement of these laws and regulations, or announcements relating to these matters;
|
•
|
a lack of liquidity in the trading of our Class A shares;
|
•
|
adverse publicity about the asset management industry generally or individual scandals, specifically; and
|
•
|
general market and economic conditions.
|
•
|
Our manager determines the amount and timing of our investments and dispositions, indebtedness, issuances of additional stock and amounts of reserves, each of which can affect the amount of cash that is available for distribution to you.
|
•
|
Our manager is allowed to take into account the interests of parties other than us in resolving conflicts of interest, which has the effect of limiting its duties (including fiduciary duties) to our shareholders; for example, our affiliates that serve as general partners of our funds have fiduciary and contractual obligations to our fund investors, and such obligations may cause such affiliates to regularly take actions that might adversely affect our near-term results of operations or cash flow; our manager has no obligation to intervene in, or to notify our shareholders of, such actions by such affiliates.
|
•
|
Because our Managing Partners and Contributing Partners hold their AOG Units through entities that are not subject to corporate income taxation and Apollo Global Management, LLC holds the AOG Units in part through a wholly-owned subsidiary that is subject to corporate income taxation, conflicts may arise between our Managing Partners and Contributing Partners, on the one hand, and Apollo Global Management, LLC, on the other hand, relating to the selection, structuring, and disposition of investments. For example, the earlier taxable disposition of assets following an exchange transaction by a Managing Partner or Contributing Partner may accelerate payments under the tax receivable agreement and increase the present value of such payments, and the taxable disposition of assets before an exchange or transaction by a Managing Partner or Contributing Partner may increase the tax liability of a Managing Partner or Contributing Partner without giving rise to any rights to such Managing Partner or Contributing Partner to receive payments under the tax receivable agreement.
|
•
|
Other than as set forth in the non-competition, non-solicitation and confidentiality agreements to which our Managing Partners and other professionals are subject, which may not be enforceable, affiliates of our manager and existing and former personnel employed by our manager are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with us.
|
•
|
Our manager has limited its liability and reduced or eliminated its duties (including fiduciary duties) under our operating agreement, while also restricting the remedies available to our shareholders for actions that, without these limitations, might constitute breaches of duty (including fiduciary duty). In addition, we have agreed to indemnify our manager and its affiliates to the fullest extent permitted by law, except with respect to conduct involving bad faith, fraud or willful misconduct. By purchasing our Class A shares, you will have agreed and consented to the provisions set forth in our operating agreement, including the provisions regarding conflicts of interest situations that, in the absence of such provisions, might constitute a breach of fiduciary or other duties under applicable state law.
|
•
|
Our operating agreement does not restrict our manager from causing us to pay it or its affiliates for any services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as the terms of any such additional contractual arrangements are fair and reasonable to us as determined under the operating agreement.
|
•
|
Our manager determines how much debt we incur and that decision may adversely affect our credit ratings.
|
•
|
Our manager determines which costs incurred by it and its affiliates are reimbursable by us.
|
•
|
Our manager controls the enforcement of obligations owed to us by it and its affiliates.
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKETS FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
•
|
First
, we will cause one or more entities in the Apollo Operating Group to make a distribution to all of its partners, including our wholly-owned subsidiaries APO Corp., APO Asset Co., LLC and APO (FC), LLC (as applicable), and Holdings, on a pro rata basis;
|
•
|
Second
, we will cause our intermediate holding companies, APO Corp., APO Asset Co., LLC and APO (FC), LLC (as applicable), to distribute to us, from their net after-tax proceeds, amounts equal to the aggregate distribution we have declared; and
|
•
|
Third
, we will distribute the proceeds received by us to our Class A shareholders on a pro rata basis.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
196,562
|
|
|
$
|
149,544
|
|
|
$
|
81,953
|
|
|
$
|
79,782
|
|
|
$
|
56,075
|
|
Management fees from affiliates
|
674,634
|
|
|
580,603
|
|
|
487,559
|
|
|
431,096
|
|
|
406,257
|
|
|||||
Carried interest income (loss) from affiliates
|
2,862,375
|
|
|
2,129,818
|
|
|
(397,880
|
)
|
|
1,599,020
|
|
|
504,396
|
|
|||||
Total Revenues
|
3,733,571
|
|
|
2,859,965
|
|
|
171,632
|
|
|
2,109,898
|
|
|
966,728
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity-based compensation
|
126,227
|
|
|
598,654
|
|
|
1,149,753
|
|
|
1,118,412
|
|
|
1,100,106
|
|
|||||
Salary, bonus and benefits
|
294,753
|
|
|
274,574
|
|
|
251,095
|
|
|
249,571
|
|
|
227,356
|
|
|||||
Profit sharing expense
|
1,173,255
|
|
|
872,133
|
|
|
(60,070
|
)
|
|
575,367
|
|
|
167,548
|
|
|||||
Total Compensation and Benefits
|
1,594,235
|
|
|
1,745,361
|
|
|
1,340,778
|
|
|
1,943,350
|
|
|
1,495,010
|
|
|||||
Interest expense
|
29,260
|
|
|
37,116
|
|
|
40,850
|
|
|
35,436
|
|
|
50,252
|
|
|||||
Professional fees
|
83,407
|
|
|
64,682
|
|
|
59,277
|
|
|
61,919
|
|
|
33,889
|
|
|||||
General, administrative and other
|
98,202
|
|
|
87,961
|
|
|
75,558
|
|
|
65,107
|
|
|
61,066
|
|
|||||
Placement fees
|
42,424
|
|
|
22,271
|
|
|
3,911
|
|
|
4,258
|
|
|
12,364
|
|
|||||
Occupancy
|
39,946
|
|
|
37,218
|
|
|
35,816
|
|
|
23,067
|
|
|
29,625
|
|
|||||
Depreciation and amortization
|
54,241
|
|
|
53,236
|
|
|
26,260
|
|
|
24,249
|
|
|
24,299
|
|
|||||
Total Expenses
|
1,941,715
|
|
|
2,047,845
|
|
|
1,582,450
|
|
|
2,157,386
|
|
|
1,706,505
|
|
|||||
Other Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gains (losses) from investment activities
|
330,235
|
|
|
288,244
|
|
|
(129,827
|
)
|
|
367,871
|
|
|
510,935
|
|
|||||
Net gains (losses) from investment activities of consolidated variable interest entities
|
199,742
|
|
|
(71,704
|
)
|
|
24,201
|
|
|
48,206
|
|
|
—
|
|
|||||
Income from equity method investments
|
107,350
|
|
|
110,173
|
|
|
13,923
|
|
|
69,812
|
|
|
83,113
|
|
|||||
Interest income
|
12,266
|
|
|
9,693
|
|
|
4,731
|
|
|
1,528
|
|
|
1,450
|
|
|||||
Gain from repurchase of debt
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,193
|
|
|||||
Other income, net
|
40,114
|
|
|
1,964,679
|
|
|
205,520
|
|
|
195,032
|
|
|
41,410
|
|
|||||
Total Other Income
|
689,707
|
|
|
2,301,085
|
|
|
118,548
|
|
|
682,449
|
|
|
673,101
|
|
|||||
Income (loss) before income tax provision
|
2,481,563
|
|
|
3,113,205
|
|
|
(1,292,270
|
)
|
|
634,961
|
|
|
(66,676
|
)
|
|||||
Income tax provision
|
(107,569
|
)
|
|
(65,410
|
)
|
|
(11,929
|
)
|
|
(91,737
|
)
|
|
(28,714
|
)
|
|||||
Net Income (Loss)
|
2,373,994
|
|
|
3,047,795
|
|
|
(1,304,199
|
)
|
|
543,224
|
|
|
(95,390
|
)
|
|||||
Net (income) loss attributable to Non-Controlling Interests
(2)(3)
|
(1,714,603
|
)
|
|
(2,736,838
|
)
|
|
835,373
|
|
|
(448,607
|
)
|
|
(59,786
|
)
|
|||||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
659,391
|
|
|
$
|
310,957
|
|
|
$
|
(468,826
|
)
|
|
$
|
94,617
|
|
|
$
|
(155,176
|
)
|
Distributions Declared per Class A Share
|
$
|
3.95
|
|
|
$
|
1.35
|
|
|
$
|
0.83
|
|
|
$
|
0.21
|
|
|
$
|
0.05
|
|
Net Income (Loss) Available to Class A Share – Basic
|
$
|
4.06
|
|
|
$
|
2.06
|
|
|
$
|
(4.18
|
)
|
|
$
|
0.83
|
|
|
$
|
(1.62
|
)
|
Net Income (Loss) Available to Class A Share –Diluted
|
$
|
4.03
|
|
|
$
|
2.06
|
|
|
$
|
(4.18
|
)
|
|
$
|
0.83
|
|
|
$
|
(1.62
|
)
|
|
As of December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Statement of Financial Condition Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
22,477,981
|
|
|
$
|
20,636,858
|
|
|
$
|
7,975,873
|
|
|
$
|
6,552,372
|
|
|
$
|
3,385,197
|
|
Debt (excluding obligations of consolidated variable interest entities)
|
750,000
|
|
|
737,818
|
|
|
738,516
|
|
|
751,525
|
|
|
933,834
|
|
|||||
Debt obligations of consolidated variable interest entities
|
12,423,962
|
|
|
11,834,955
|
|
|
3,189,837
|
|
|
1,127,180
|
|
|
—
|
|
|||||
Total shareholders’ equity
|
6,688,722
|
|
|
5,703,383
|
|
|
2,648,321
|
|
|
3,081,419
|
|
|
1,299,110
|
|
|||||
Total Non-Controlling Interests
|
$
|
4,051,453
|
|
|
$
|
3,036,565
|
|
|
$
|
1,921,920
|
|
|
$
|
2,930,517
|
|
|
$
|
1,603,146
|
|
(1)
|
During April and May 2009, the Company repurchased a combined total of $90.9 million of face value of debt for $54.7 million and recognized a net gain of $36.2 million which is included in other (loss) income in the consolidated and combined statements of operations for the year ended December 31, 2009.
|
(2)
|
Reflects Non-Controlling Interests attributable to AAA, consolidated variable interest entities and the remaining interests held by certain individuals who receive an allocation of income from certain of our credit management companies.
|
(3)
|
Reflects the Non-Controlling Interests in the net (loss) income of the Apollo Operating Group relating to the units held by our Managing Partners and Contributing Partners after the 2007 Reorganization which is calculated by applying the ownership percentage of Holding in the Apollo Operating Group.
|
(i)
|
Private equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments;
|
(ii)
|
Credit
—primarily invests in non-control corporate and structured debt instruments; and
|
(iii)
|
Real estate
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
(1)
|
The Strategic Investors hold 30.21% of the Class A shares outstanding and 11.91% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investors represent 31.23% of the total voting power of our shares entitled to vote and 27.51% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investors do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by a Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investors.
|
(2)
|
Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. The Class B share represents 68.77% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 53.42% of the limited partner interests in the Apollo Operating Group.
|
(3)
|
Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings.
|
(4)
|
Holdings owns 60.58% of the limited partner interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 53.42% of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 7.16% of the AOG Units.
|
(5)
|
BRH Holdings GP, Ltd is the sole member of AGM Management, LLC, our manager. The management of Apollo Global Management, LLC is vested in our manager as provided in our operating agreement.
|
(6)
|
Represents 39.42% of the limited partner interests in each Apollo Operating Group entity, held through intermediate holding companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.
|
•
|
We are a holding company that is qualified as a partnership for U.S. Federal income tax purposes. Our intermediate holding companies enable us to maintain our partnership status and to meet the qualifying income exception.
|
•
|
We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies or partnerships within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.
|
•
|
Management fees, which are calculated based upon any of “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted costs of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “invested capital,” “capital contributions,” or “stockholders’ equity,” each as defined in the applicable management agreement of the unconsolidated funds;
|
•
|
Advisory and transaction fees relating to the investments our funds make, or individual monitoring agreements with individual portfolio companies of the private equity funds and certain credit funds as well as advisory services provided to certain credit funds; and
|
•
|
Carried interest with respect to our funds.
|
•
|
The strength of the alternative investment management industry, including the amount of capital invested and withdrawn from alternative investments.
Allocations of capital to the alternative investment sector are dependent, in part, on the strength of the economy and the returns available from other investments relative to returns from alternative investments. Our share of this capital is dependent on the strength of our performance relative to the performance of our competitors. The capital we attract and our returns are drivers of our Assets Under Management, which, in turn, drive the fees we earn. In light of the current volatile conditions in the financial markets, our funds’ returns may be lower than they have been historically and fundraising efforts may be more challenging.
|
•
|
The strength and liquidity of the U.S. and relevant global equity markets generally, and the initial public offering market specifically.
The strength of these markets affects the value of, and our ability to successfully exit, our equity positions in our private equity portfolio companies in a timely manner.
|
•
|
The strength and liquidity of the U.S. and relevant global debt markets.
Our funds and our portfolio companies borrow money to make acquisitions and our funds utilize leverage in order to increase investment returns that ultimately drive the performance of our funds. Furthermore, we utilize debt to finance the principal investments in our funds and for working capital purposes. To the extent our ability to borrow funds becomes more expensive or difficult to obtain, the net returns we can earn on those investments may be reduced.
|
•
|
Stability in interest rate and foreign currency exchange rate markets.
We generally benefit from stable interest rate and foreign currency exchange rate markets. The direction and impact of changes in interest rates or foreign currency exchange rates on certain of our funds are dependent on the funds’ expectations and the related composition of their investments at such time.
|
|
Impact of Reclassification on Economic Net (Loss) Income
|
||
|
Private Equity Segment
|
|
Credit
Segment
|
For the year ended December 31, 2012
|
$(16,787)
|
|
$16,787
|
For the year ended December 31, 2011
|
$(8,768)
|
|
$8,768
|
|
Impact of Reclassification on Management Business Economic Net Income (Loss)
|
||||
|
Private Equity Segment
|
|
Credit
Segment
|
|
Real Estate Segment
|
For the year ended December 31, 2012
|
$24,397
|
|
$(17,082)
|
|
$(7,315)
|
For the year ended December 31, 2011
|
3,434
|
|
(2,081)
|
|
(1,353)
|
|
Impact of Reclassification on Incentive Business Economic Net (Loss) Income
|
||||
|
Private Equity Segment
|
|
Credit
Segment |
|
Real Estate Segment
|
For the year ended December 31, 2012
|
$(24,397)
|
|
$17,082
|
|
$7,315
|
For the year ended December 31, 2011
|
(3,434)
|
|
2,081
|
|
1,353
|
•
|
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires. As the amount of fees, investment income, and ENI is indicative of the performance of the management companies and advisors within each segment, management can assess the need for additional resources and the location for deployment of the new hires based on the results of this measure. For example, a positive ENI could indicate the need for additional staff to manage the respective segment whereas a negative ENI could indicate the need to reduce staff assigned to manage the respective segment.
|
•
|
Decisions related to capital deployment such as providing capital to facilitate growth for our business and/or to facilitate expansion into new businesses. As the amount of fees, investment income, and ENI is indicative of the performance of the management companies and advisors within each segment, management can assess the availability and need to provide capital to facilitate growth or expansion into new businesses based on the results of this measure. For example, a negative ENI may indicate the lack of performance of a segment and thus indicate a need for additional capital to be deployed into the respective segment.
|
•
|
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 such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.
|
(i)
|
non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units (the costs associated with the 2007 private placement are expected to be recurring components of our costs but at a diminishing rate, we may be able to incur lower cash compensation costs with the granting of equity-based compensation). The AOG Units were fully vested and amortized as of June 30, 2013;
|
(ii)
|
income tax, which represents a necessary and recurring element of our operating costs and our ability to generate revenue because ongoing revenue generation is expected to result in future income tax expense;
|
(iii)
|
amortization of intangible assets associated with the 2007 Reorganization and acquisitions, which is a recurring item until all intangibles have been fully amortized; and
|
(iv)
|
Non-Controlling Interests, excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our credit management companies, which is expected to be a recurring item and represents the aggregate of the income or loss that is not owned by the Company.
|
•
|
Inclusion of the impact of RSUs granted in connection with the 2007 private placement and non-cash equity-based compensation expense comprising amortization of AOG Units. Management assesses our performance based on management fees, advisory and transaction fees, and carried interest income generated by the business and excludes the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units because these non-cash charges are not viewed as part of our core operations. The AOG Units were fully amortized as of June, 2013.
|
•
|
Inclusion of the impact of income taxes as we do not take income taxes into consideration when evaluating the performance of our segments or when determining compensation for our employees. Additionally, income taxes at the segment level (which exclude APO Corp.’s corporate taxes) are not meaningful, as the majority of the entities included in our segments operate as partnerships and therefore are only subject to New York City unincorporated business taxes and foreign taxes when applicable.
|
•
|
Inclusion of amortization of intangible assets associated with the 2007 Reorganization and subsequent acquisitions as these non-cash charges are not viewed as part of our core operations.
|
•
|
Carried interest income, management fees and other revenues from Apollo funds are reflected on an unconsolidated basis. As such, ENI excludes the Non-Controlling Interests in consolidated funds, which remain consolidated in our consolidated financial statements. Management views the business as an alternative investment management firm and therefore assesses performance using the combined total of carried interest income and management fees from each of our funds. One exception is the Non-Controlling Interest related to certain individuals who receive an allocation of income from certain of our credit management companies, which is deducted from ENI to better reflect the performance attributable to shareholders.
|
(i)
|
the fair value of our private equity investments plus the capital that we are entitled to call from our investors pursuant to the terms of their capital commitments;
|
(ii)
|
the NAV, of our credit funds, other than certain CLOs and CDOs, which have a fee generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;
|
(iii)
|
the gross asset value or net asset value of our real estate entities and the structured portfolio company investments included within the funds we manage, which includes the leverage used by such structured portfolio companies;
|
(iv)
|
the incremental value associated with the reinsurance investments of the portfolio company assets we manage; and
|
(v)
|
the fair value of any other investments that we manage plus unused credit facilities, including capital commitments for investments that may require pre-qualification before investment plus any other capital commitments available for investment that are not otherwise included in the clauses above.
|
|
As of
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Total Assets Under Management
|
$
|
161,177
|
|
(1)
|
$
|
113,379
|
|
(1)
|
$
|
75,222
|
|
Fee-generating
|
128,368
|
|
|
81,934
|
|
|
58,121
|
|
|||
Non-fee generating
|
32,809
|
|
(1)
|
31,445
|
|
(1)
|
17,101
|
|
|||
Private Equity
|
49,908
|
|
|
37,832
|
|
|
35,384
|
|
|||
Fee-generating
|
34,173
|
|
|
27,932
|
|
|
28,031
|
|
|||
Non-fee generating
|
15,735
|
|
|
9,900
|
|
|
7,353
|
|
|||
Credit
(2)
|
100,886
|
|
|
64,406
|
|
|
31,867
|
|
|||
Fee-generating
|
88,249
|
|
|
49,518
|
|
|
26,553
|
|
|||
Non-fee generating
|
12,637
|
|
|
14,888
|
|
|
5,314
|
|
|||
Real Estate
(2)
|
9,289
|
|
|
8,800
|
|
|
7,971
|
|
|||
Fee-generating
|
5,946
|
|
|
4,484
|
|
|
3,537
|
|
|||
Non-fee generating
|
3,343
|
|
|
4,316
|
|
|
4,434
|
|
(1)
|
As of
December 31, 2013
and
2012
, includes $1.1 billion and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
|
(2)
|
Includes fee-generating and non-fee generating AUM as of September 30, 2012 for certain publicly traded vehicles managed by Apollo.
|
|
As of
December 31, 2013 |
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-generating AUM based on capital commitments
|
$
|
19,630
|
|
|
$
|
5,834
|
|
|
$
|
156
|
|
|
$
|
25,620
|
|
Fee-generating AUM based on invested capital
|
11,923
|
|
|
1,649
|
|
|
3,753
|
|
|
17,325
|
|
||||
Fee-generating AUM based on gross/adjusted assets
|
925
|
|
|
72,202
|
|
|
1,769
|
|
|
74,896
|
|
||||
Fee-generating AUM based on leverage
|
1,695
|
|
|
1,587
|
|
|
—
|
|
|
3,282
|
|
||||
Fee-generating AUM based on NAV
|
—
|
|
|
6,977
|
|
|
268
|
|
|
7,245
|
|
||||
Total Fee-Generating AUM
|
$
|
34,173
|
|
(1)
|
$
|
88,249
|
|
|
$
|
5,946
|
|
|
$
|
128,368
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
December 31, 2013
|
|
As of
December 31, 2012 |
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-generating AUM based on capital commitments
|
$
|
15,854
|
|
|
$
|
5,156
|
|
|
$
|
194
|
|
|
$
|
21,204
|
|
Fee-generating AUM based on invested capital
|
7,613
|
|
|
3,124
|
|
|
1,866
|
|
|
12,603
|
|
||||
Fee-generating AUM based on gross/adjusted assets
|
855
|
|
|
31,599
|
|
|
2,134
|
|
|
34,588
|
|
||||
Fee-generating AUM based on leverage
|
3,610
|
|
|
3,101
|
|
|
—
|
|
|
6,711
|
|
||||
Fee-generating AUM based on NAV
|
—
|
|
|
6,538
|
|
|
290
|
|
|
6,828
|
|
||||
Total Fee-Generating AUM
|
$
|
27,932
|
|
(1)
|
$
|
49,518
|
|
|
$
|
4,484
|
|
|
$
|
81,934
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
December 31, 2012
|
|
As of
December 31, 2011 |
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-generating AUM based on capital commitments
|
$
|
14,848
|
|
|
$
|
2,747
|
|
|
$
|
279
|
|
|
$
|
17,874
|
|
Fee-generating AUM based on invested capital
|
8,635
|
|
|
2,909
|
|
|
1,820
|
|
|
13,364
|
|
||||
Fee-generating AUM based on gross/adjusted assets
|
948
|
|
|
15,862
|
|
|
1,213
|
|
|
18,023
|
|
||||
Fee-generating AUM based on leverage
|
3,600
|
|
|
3,213
|
|
|
—
|
|
|
6,813
|
|
||||
Fee-generating AUM based on NAV
|
—
|
|
|
1,822
|
|
|
225
|
|
|
2,047
|
|
||||
Total Fee-Generating AUM
|
$
|
28,031
|
|
(1)
|
$
|
26,553
|
|
|
$
|
3,537
|
|
|
$
|
58,121
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
December 31, 2011
|
(1)
|
As of
December 31, 2013
and
2012
, includes $1.1 billion and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
|
(1)
|
Represents co-investments contributed to Athene by AAA, through its investment in AAA Investments, as part of the AAA Transaction.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
December 31, |
|
As of
December 31, |
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
(1)
|
|
2013
|
|
2012
|
|
2011
(1)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Athene
(2)
|
$
|
50,345
|
|
|
$
|
10,970
|
|
|
$
|
5,974
|
|
|
$
|
50,345
|
|
|
$
|
10,845
|
|
|
$
|
5,974
|
|
U.S. Performing Credit
|
$
|
22,177
|
|
|
$
|
27,509
|
|
|
$
|
14,719
|
|
|
$
|
17,510
|
|
|
$
|
20,567
|
|
|
$
|
11,377
|
|
Structured Credit
|
12,779
|
|
|
11,436
|
|
|
2,442
|
|
|
9,362
|
|
|
7,589
|
|
|
1,789
|
|
||||||
Opportunistic Credit
|
7,068
|
|
|
6,177
|
|
|
5,310
|
|
|
4,763
|
|
|
4,722
|
|
|
4,603
|
|
||||||
Non-Performing Loans
|
5,688
|
|
|
6,404
|
|
|
1,935
|
|
|
4,330
|
|
|
4,527
|
|
|
1,636
|
|
||||||
European Credit
|
2,829
|
|
|
1,910
|
|
|
1,434
|
|
|
1,939
|
|
|
1,268
|
|
|
1,122
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Total
|
$
|
100,886
|
|
|
$
|
64,406
|
|
|
$
|
31,867
|
|
|
$
|
88,249
|
|
|
$
|
49,518
|
|
|
$
|
26,553
|
|
(1)
|
Reclassified to conform to current presentation.
|
(2)
|
Excludes AUM that is either sub-advised by Apollo or invested in Apollo funds and investment vehicles across its private equity, credit and real estate funds.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
December 31, |
|
As of
December 31, |
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Debt
|
$
|
5,731
|
|
|
$
|
4,826
|
|
|
$
|
4,042
|
|
|
$
|
3,701
|
|
|
$
|
2,332
|
|
|
$
|
1,411
|
|
Equity
|
3,558
|
|
|
3,974
|
|
|
3,929
|
|
|
2,245
|
|
|
2,152
|
|
|
2,126
|
|
||||||
Total
|
$
|
9,289
|
|
|
$
|
8,800
|
|
|
$
|
7,971
|
|
|
$
|
5,946
|
|
|
$
|
4,484
|
|
|
$
|
3,537
|
|
|
For the
Year Ended December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Change in Total AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
113,379
|
|
(1)
|
$
|
75,222
|
|
|
$
|
67,551
|
|
Income (Loss)
|
15,150
|
|
|
12,038
|
|
|
(1,477
|
)
|
|||
Subscriptions/Capital raised
|
22,142
|
|
|
9,688
|
|
|
3,797
|
|
|||
Other inflows/Acquisitions
|
43,832
|
|
|
23,629
|
|
|
9,355
|
|
|||
Distributions
|
(22,641
|
)
|
|
(10,858
|
)
|
|
(5,153
|
)
|
|||
Redemptions
|
(1,508
|
)
|
|
(1,221
|
)
|
|
(532
|
)
|
|||
Leverage
|
(9,177
|
)
|
|
4,881
|
|
|
1,681
|
|
|||
End of Period
|
$
|
161,177
|
|
(1)
|
$
|
113,379
|
|
(1)
|
$
|
75,222
|
|
Change in Private Equity AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
37,832
|
|
|
$
|
35,384
|
|
|
$
|
38,799
|
|
Income (Loss)
|
10,656
|
|
|
8,108
|
|
|
(1,612
|
)
|
|||
Subscriptions/Capital raised
|
17,613
|
|
|
662
|
|
|
417
|
|
|||
Distributions
|
(15,620
|
)
|
|
(6,537
|
)
|
|
(3,464
|
)
|
|||
Redemptions
(2)
|
(176
|
)
|
|
—
|
|
|
—
|
|
|||
Net segment transfers
|
2,133
|
|
|
317
|
|
|
167
|
|
|||
Leverage
|
(2,530
|
)
|
|
(102
|
)
|
|
1,077
|
|
|||
End of Period
|
$
|
49,908
|
|
|
$
|
37,832
|
|
|
$
|
35,384
|
|
Change in Credit AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
64,406
|
|
|
$
|
31,867
|
|
|
$
|
22,283
|
|
Income (Loss)
|
4,082
|
|
|
3,274
|
|
|
(110
|
)
|
|||
Subscriptions/Capital raised
|
3,439
|
|
|
5,504
|
|
|
3,094
|
|
|||
Other inflows/Acquisitions
|
43,832
|
|
|
23,629
|
|
|
9,355
|
|
|||
Distributions
|
(5,458
|
)
|
|
(3,197
|
)
|
|
(1,237
|
)
|
|||
Redemptions
|
(1,042
|
)
|
|
(948
|
)
|
|
(532
|
)
|
|||
Net segment transfers
|
(2,056
|
)
|
|
(1,023
|
)
|
|
(1,353
|
)
|
|||
Leverage
|
(6,317
|
)
|
|
5,300
|
|
|
367
|
|
|||
End of Period
|
$
|
100,886
|
|
|
$
|
64,406
|
|
|
$
|
31,867
|
|
Change in Real Estate AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
8,800
|
|
|
$
|
7,971
|
|
|
$
|
6,469
|
|
Income
|
399
|
|
|
656
|
|
|
245
|
|
|||
Subscriptions/Capital raised
|
1,090
|
|
|
475
|
|
|
286
|
|
|||
Distributions
|
(1,559
|
)
|
|
(1,124
|
)
|
|
(452
|
)
|
|||
Redemptions
(2)
|
(290
|
)
|
|
(273
|
)
|
|
—
|
|
|||
Net segment transfers
|
1,179
|
|
|
1,412
|
|
|
1,186
|
|
|||
Leverage
|
(330
|
)
|
|
(317
|
)
|
|
237
|
|
|||
End of Period
|
$
|
9,289
|
|
|
$
|
8,800
|
|
|
$
|
7,971
|
|
(1)
|
As of
December 31, 2013
and
2012
, includes $1.1 billion and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
|
(2)
|
Represents release of unfunded commitments primarily related to Fund III and several legacy CPI real estate funds that were past their investment periods.
|
|
For the
Year Ended December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Change in Total Fee-Generating AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
81,934
|
|
|
$
|
58,121
|
|
|
$
|
47,037
|
|
Income (Loss)
|
2,100
|
|
|
1,390
|
|
|
(393
|
)
|
|||
Subscriptions/Capital raised
|
21,104
|
|
|
5,873
|
|
|
2,547
|
|
|||
Other inflows/Acquisitions
|
43,832
|
|
|
21,277
|
|
|
9,355
|
|
|||
Distributions
|
(7,517
|
)
|
|
(3,728
|
)
|
|
(734
|
)
|
|||
Redemptions
|
(946
|
)
|
|
(909
|
)
|
|
(481
|
)
|
|||
Net movements between Fee-Generating and Non-Fee Generating
|
(6,215
|
)
|
|
(564
|
)
|
|
761
|
|
|||
Leverage
|
(5,924
|
)
|
|
474
|
|
|
29
|
|
|||
End of Period
|
$
|
128,368
|
|
|
$
|
81,934
|
|
|
$
|
58,121
|
|
Change in Private Equity Fee-Generating AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
27,932
|
|
|
$
|
28,031
|
|
|
$
|
27,874
|
|
Income (Loss)
|
398
|
|
|
285
|
|
|
(112
|
)
|
|||
Subscriptions/Capital raised
|
17,582
|
|
|
644
|
|
|
410
|
|
|||
Distributions
|
(3,430
|
)
|
|
(1,256
|
)
|
|
(272
|
)
|
|||
Redemptions
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Net segment transfers
|
482
|
|
|
50
|
|
|
(88
|
)
|
|||
Net movements between Fee-Generating and Non-Fee Generating
|
(6,858
|
)
|
|
515
|
|
|
285
|
|
|||
Leverage
|
(1,914
|
)
|
|
(337
|
)
|
|
(66
|
)
|
|||
End of Period
|
$
|
34,173
|
|
|
$
|
27,932
|
|
|
$
|
28,031
|
|
Change in Credit Fee-Generating AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
49,518
|
|
|
$
|
26,553
|
|
|
$
|
16,484
|
|
Income
|
1,630
|
|
|
988
|
|
|
301
|
|
|||
Subscriptions/Capital raised
|
2,504
|
|
|
4,953
|
|
|
1,795
|
|
|||
Other inflows/Acquisitions
|
43,832
|
|
|
21,277
|
|
|
9,355
|
|
|||
Distributions
|
(3,118
|
)
|
|
(2,029
|
)
|
|
(283
|
)
|
|||
Redemptions
|
(927
|
)
|
|
(909
|
)
|
|
(481
|
)
|
|||
Net segment transfers
|
(1,611
|
)
|
|
(1,096
|
)
|
|
(638
|
)
|
|||
Net movements between Fee-Generating and Non-Fee Generating
|
431
|
|
|
(1,030
|
)
|
|
356
|
|
|||
Leverage
|
(4,010
|
)
|
|
811
|
|
|
(336
|
)
|
|||
End of Period
|
$
|
88,249
|
|
|
$
|
49,518
|
|
|
$
|
26,553
|
|
Change in Real Estate Fee-Generating AUM:
|
|
|
|
|
|
||||||
Beginning of Period
|
$
|
4,484
|
|
|
$
|
3,537
|
|
|
$
|
2,679
|
|
Income (Loss)
|
72
|
|
|
117
|
|
|
(582
|
)
|
|||
Subscriptions/Capital raised
|
1,018
|
|
|
276
|
|
|
342
|
|
|||
Distributions
|
(969
|
)
|
|
(443
|
)
|
|
(179
|
)
|
|||
Net segment transfers
|
1,129
|
|
|
1,045
|
|
|
726
|
|
|||
Net movements between Fee-Generating and Non-Fee Generating
|
212
|
|
|
(48
|
)
|
|
120
|
|
|||
Leverage
|
—
|
|
|
—
|
|
|
431
|
|
|||
End of Period
|
$
|
5,946
|
|
|
$
|
4,484
|
|
|
$
|
3,537
|
|
|
For the Year Ended
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Private equity dollars invested
|
$
|
2,561
|
|
|
$
|
3,191
|
|
|
$
|
3,350
|
|
|
As of
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Uncalled private equity commitments
|
$
|
23,689
|
|
|
$
|
7,464
|
|
|
$
|
8,204
|
|
•
|
market conditions during previous periods were significantly more favorable for generating positive performance, particularly in our private equity business, than the market conditions we have experienced for the last few years and may experience in the future;
|
•
|
our funds’ returns have benefited from investment opportunities and general market conditions that may not exist and may not repeat themselves, and there can be no assurance that our current or future funds will be able to avail themselves of profitable investment opportunities;
|
•
|
our private equity funds’ rates of return, which are calculated on the basis of net asset value of the funds’ investments, reflect unrealized gains, which may never be realized;
|
•
|
our funds’ returns have benefited from investment opportunities and general market conditions that may not repeat themselves, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly;
|
•
|
the historical returns that we present are derived largely from the performance of our earlier private equity funds, whereas future fund returns will depend increasingly on the performance of our newer funds, which may have little or no realized investment track record;
|
•
|
Fund VIII, Fund VII and Fund VI are several times larger than our previous private equity funds, and this additional capital may not be deployed as profitably as our prior funds;
|
•
|
the attractive returns of certain of our funds have been driven by the rapid return of invested capital, which has not occurred with respect to all of our funds and we believe is less likely to occur in the future;
|
•
|
our track record with respect to our credit and real estate funds is relatively short as compared to our private equity funds;
|
•
|
in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in private equity funds and periods of high liquidity in debt markets, which may result in lower returns for the funds; and
|
•
|
our newly established funds may generate lower returns during the period that they take to deploy their capital; consequently, we do not provide return information for any funds which have not been actively investing capital for at least 24 months prior to the valuation date as we believe this information is not meaningful.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2013 |
|
As of
December 31, 2012 |
|
As of December 31, 2011
|
|
||||||||||||||||||||||||
|
Vintage
Year
|
|
Committed
Capital
|
|
Total
Invested
Capital
|
|
Committed
Capital Less
Unfunded Capital
Commitments
(1)
|
|
Realized
|
|
Unrealized
(2)
|
|
Total
Value
|
|
Gross
IRR
|
|
Net
IRR
|
|
Gross
IRR
|
|
Net
IRR
|
|
Gross
IRR
|
|
Net
IRR
|
|
||||||||||||||||||
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Fund VIII
(3)
|
2013
|
|
$
|
18,377
|
|
|
$
|
100
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
AION
(3)
|
—
|
|
376
|
|
|
55
|
|
|
67
|
|
|
—
|
|
|
57
|
|
|
57
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
N/A
|
|
|
N/A
|
|
|
||||||
ANRP
|
2012
|
|
1,323
|
|
|
370
|
|
|
415
|
|
|
19
|
|
|
437
|
|
|
456
|
|
|
18
|
%
|
|
7
|
%
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
||||||
Fund VII
|
2008
|
|
14,676
|
|
|
14,979
|
|
|
11,250
|
|
|
19,569
|
|
|
10,843
|
|
|
30,412
|
|
|
39
|
|
|
30
|
|
|
35
|
%
|
|
26
|
%
|
|
31
|
%
|
|
22
|
%
|
|
||||||
Fund VI
|
2006
|
|
10,136
|
|
|
12,457
|
|
|
9,710
|
|
|
12,541
|
|
|
9,551
|
|
|
22,092
|
|
|
15
|
|
|
12
|
|
|
11
|
|
|
9
|
|
|
6
|
%
|
|
5
|
%
|
|
||||||
Fund V
|
2001
|
|
3,742
|
|
|
5,192
|
|
|
3,742
|
|
|
12,385
|
|
|
463
|
|
|
12,848
|
|
|
61
|
|
|
44
|
|
|
61
|
|
|
44
|
|
|
61
|
%
|
|
44
|
%
|
|
||||||
Fund IV
|
1998
|
|
3,600
|
|
|
3,481
|
|
|
3,600
|
|
|
6,776
|
|
|
38
|
|
|
6,814
|
|
|
12
|
|
|
9
|
|
|
12
|
|
|
9
|
|
|
12
|
%
|
|
9
|
%
|
|
||||||
Fund III
|
1995
|
|
1,500
|
|
|
1,499
|
|
|
1,500
|
|
|
2,695
|
|
|
—
|
|
|
2,695
|
|
|
18
|
|
|
11
|
|
|
18
|
|
|
11
|
|
|
18
|
%
|
|
12
|
%
|
|
||||||
Fund I, II & MIA
(5)
|
1990/92
|
|
2,220
|
|
|
3,773
|
|
|
2,220
|
|
|
7,924
|
|
|
—
|
|
|
7,924
|
|
|
47
|
|
|
37
|
|
|
47
|
|
|
37
|
|
|
47
|
%
|
|
37
|
%
|
|
||||||
Totals
|
|
|
$
|
55,950
|
|
|
$
|
41,906
|
|
|
$
|
32,687
|
|
|
$
|
61,909
|
|
|
$
|
21,489
|
|
|
$
|
83,398
|
|
|
39%
|
|
(6)
|
26%
|
|
(6)
|
39%
|
|
(6)
|
25%
|
|
(6)
|
39
|
%
|
(6)
|
25
|
%
|
(6)
|
|
|
|
|
|
Total Return
|
|||||||||
|
Vintage
Year |
|
Current Net Asset Value as of December 31, 2013
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
|||||
AAA
(7)
|
2006
|
|
$
|
1,941.2
|
|
|
21
|
%
|
|
20
|
%
|
|
(8
|
)%
|
(1)
|
“Committed Capital Less Unfunded Capital Commitments” represents capital commitments from limited partners to invest in a particular fund less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements.
|
(2)
|
Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.
|
(3)
|
Fund VIII and AION were launched during 2013 and 2012, respectively. Fund VIII had its final capital raise in 2013, establishing its vintage year.
|
(4)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(5)
|
Fund I and Fund II were structured such that investments were made from either fund depending on which fund had available capital. "MIA" represents a "mirrored" investment account established to mirror Funds I and II for investment in debt securities. We do not differentiate between Fund I and Fund II investments for purposes of performance figures because they are not meaningful on a separate basis and do not demonstrate the progression of returns over time. 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 2007 Reorganization of Apollo Global Management, LLC. As a result, Apollo Global Management, LLC did not receive the economics associated with these entities. The investment performance of these funds is presented to illustrate fund performance associated with our managing partners and other investment professionals.
|
(6)
|
Total IRR is calculated based on total cash flows for all funds presented.
|
(7)
|
AAA completed its initial public offering in June 2006 and is the sole limited partner in AAA Investments, L.P. (“AAA Investments”). AAA was originally designed to give investors in its common units exposure as a limited partner to certain of the strategies that we employ and allowed us to manage the asset allocations to those strategies by investing alongside our private equity funds and directly in our credit funds and certain other opportunistic investments that we sponsor and manage. On October 31, 2012, AAA Investments consummated a transaction whereby substantially all of its assets were contributed to Athene in exchange for common shares of Athene Holding Ltd., cash and a short term promissory note (the “AAA Transaction”). Following receipt of required regulatory consents, AAA Investments transferred its remaining investments to Athene Holding Ltd. on July 29, 2013. After the AAA Transaction, Athene Holding Ltd. was AAA’s only material investment and as of
December 31, 2013
, AAA, through its investment in AAA Investments, was the largest shareholder of Athene Holding Ltd. with an economic ownership stake of approximately 72.5% (without giving effect to restricted common shares issued under Athene’s management equity plan and conversion of AAA Investments' note receivable), and as of December 31, 2013, effectively held 45% of the voting power of Athene. Additional
|
|
Total Invested
Capital |
|
Total Value
|
|
Gross IRR
(1)
|
|||||
|
(in millions)
|
|
|
|||||||
Distressed for Control
|
$
|
5,608
|
|
|
$
|
16,593
|
|
|
29
|
%
|
Non-Control Distressed
|
6,078
|
|
|
9,023
|
|
|
71
|
|
||
Total
|
11,686
|
|
|
25,616
|
|
|
49
|
|
||
Buyout Equity, Portfolio Company Debt and Other Credit
(2)
|
29,795
|
|
|
57,269
|
|
|
23
|
|
||
Total
|
$
|
41,481
|
|
|
$
|
82,885
|
|
|
39
|
%
|
(1)
|
IRR information is presented gross and does not give effect to management fees, incentive compensation, certain other expenses and taxes.
|
(2)
|
Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity and Portfolio Company Debt
|
$
|
100
|
|
|
$
|
100
|
|
Total
|
$
|
100
|
|
|
$
|
100
|
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity and Portfolio Company Debt
|
$
|
10,302
|
|
|
$
|
22,785
|
|
Other Credit and Classic Distressed
(1)
|
4,677
|
|
|
7,627
|
|
||
Total
|
$
|
14,979
|
|
|
$
|
30,412
|
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity and Portfolio Company Debt
|
$
|
10,312
|
|
|
$
|
18,402
|
|
Other Credit and Classic Distressed
(1)
|
2,145
|
|
|
3,690
|
|
||
Total
|
$
|
12,457
|
|
|
$
|
22,092
|
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity
|
$
|
4,412
|
|
|
$
|
11,874
|
|
Classic Distressed
(1)
|
780
|
|
|
974
|
|
||
Total
|
$
|
5,192
|
|
|
$
|
12,848
|
|
(1)
|
Classic Distressed is defined as investments in debt securities of issuers other than portfolio companies that are considered to be distressed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2013 |
|
As of
December 31, 2012 |
|
As of December 31, 2011
|
|
||||||||||||||||||||||
|
Strategy
|
|
Vintage
Year
|
|
Committed
Capital
|
|
Invested
Capital
|
|
Realized
|
|
Unrealized
(1)
|
|
Total
Value
|
|
Gross
IRR
|
|
Net
IRR
|
|
Gross
IRR
|
|
Net
IRR
|
|
Gross
IRR
|
|
Net
IRR
|
|
||||||||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
ACRF II
(2)
|
Structured Credit
|
|
2012
|
|
$
|
104.4
|
|
|
$
|
202.3
|
|
|
$
|
103.9
|
|
|
$
|
111.4
|
|
|
$
|
215.3
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
EPF II
(3)(5)
|
Non-Performing Loans
|
|
2012
|
|
3,662.4
|
|
|
1,021.8
|
|
|
44.3
|
|
|
1,153.1
|
|
|
1,197.4
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
|||||
FCI
(3)
|
Structured Credit
|
|
2012
|
|
558.8
|
|
|
443.2
|
|
|
170.5
|
|
|
457.6
|
|
|
628.1
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
|||||
AEC
(3)
|
European Credit
|
|
2012
|
|
292.5
|
|
|
461.9
|
|
|
316.0
|
|
|
204.3
|
|
|
520.3
|
|
|
18.8
|
%
|
|
11.9
|
%
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
|||||
AESI
(3)(5)
|
European Credit
|
|
2011
|
|
488.6
|
|
|
808.2
|
|
|
553.0
|
|
|
365.6
|
|
|
918.6
|
|
|
23.2
|
|
|
17.7
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
|||||
AIE II
(5)
|
European Credit
|
|
2008
|
|
283.8
|
|
|
895.9
|
|
|
1,299.6
|
|
|
126.2
|
|
|
1,425.8
|
|
|
20.3
|
|
|
16.8
|
|
|
19.4
|
%
|
|
15.6
|
%
|
|
18.2
|
%
|
|
14.2
|
%
|
|
|||||
COF I
|
U.S. Performing Credit
|
|
2008
|
|
1,484.9
|
|
|
1,611.3
|
|
|
3,842.4
|
|
|
544.2
|
|
|
4,386.6
|
|
|
30.4
|
|
|
27.4
|
|
|
30.7
|
|
|
27.6
|
|
|
25.0
|
|
|
22.4
|
|
|
|||||
COF II
|
U.S. Performing Credit
|
|
2008
|
|
1,583.0
|
|
|
2,176.4
|
|
|
2,783.4
|
|
|
346.4
|
|
|
3,129.8
|
|
|
13.8
|
|
|
11.2
|
|
|
14.3
|
|
|
11.7
|
|
|
10.3
|
|
|
8.5
|
|
|
|||||
EPF I
(5)
|
Non-Performing Loans
|
|
2007
|
|
1,779.7
|
|
|
2,338.7
|
|
|
2,108.8
|
|
|
2,017.4
|
|
|
4,126.2
|
|
|
21.2
|
|
|
16.4
|
|
|
18.6
|
|
|
11.6
|
|
|
16.6
|
|
|
8.8
|
|
|
|||||
ACLF
|
U.S. Performing Credit
|
|
2007
|
|
984.0
|
|
|
1,448.5
|
|
|
2,420.3
|
|
|
122.4
|
|
|
2,542.7
|
|
|
13.0
|
|
|
11.3
|
|
|
13.0
|
|
|
11.2
|
|
|
10.1
|
|
|
9.2
|
|
|
|||||
Artus
(6)
|
U.S. Performing Credit
|
|
2007
|
|
106.6
|
|
|
190.1
|
|
|
225.9
|
|
|
—
|
|
|
225.9
|
|
|
6.9
|
|
|
6.7
|
|
|
7.0
|
|
|
6.8
|
|
|
3.6
|
|
|
3.4
|
|
|
|||||
Totals
|
|
|
|
|
$
|
11,328.7
|
|
|
$
|
11,598.3
|
|
|
$
|
13,868.1
|
|
|
$
|
5,448.6
|
|
|
$
|
19,316.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.
|
(2)
|
As part of the acquisition of Stone Tower, Apollo acquired the manager of Apollo Structured Credit Recovery Master Fund II, Ltd. (“ACRF II”). Apollo became the manager of this fund upon completing the acquisition on April 2, 2012.
|
(3)
|
Apollo European Strategic Investment, L.P. (“AESI”) was launched during 2011 and established its vintage year in the fourth quarter of 2011. Apollo European Principal Finance Fund II, L.P. (“EPF II”), Apollo European Credit Master Fund, L.P., ("AEC"), and Financial Credit Investment I, L.P. (“FCI”) deployed capital prior to their vintage year and had their final capital raises in 2012, establishing their vintage year.
|
(4)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(5)
|
Funds are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.37
as of
December 31, 2013
.
|
(6)
|
Apollo/Artus Investors 2007-I, L.P. ("Artus") was liquidated during the fourth quarter 2013. Amounts presented represent the historical performance and returns for the fund.
|
|
|
|
|
|
|
|
Net Return
|
|||||||||||||
|
Strategy
|
|
Vintage
Year
|
|
Net Asset Value as of December 31, 2013
|
|
Since Inception to December 31, 2013
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
|
||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
ACSP
(1)
|
Opportunistic Credit
|
|
2012
|
|
$
|
272.7
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
NM
|
|
(2)
|
NM
|
|
(2)
|
ACSF
(3)
|
Opportunistic Credit
|
|
2011
|
|
284.8
|
|
|
NM
|
|
(3)
|
NM
|
|
(3)
|
NM
|
|
(3)
|
NM
|
|
(3)
|
|
STCS
(3)
|
Opportunistic Credit
|
|
2010
|
|
19.3
|
|
|
NM
|
|
(3)
|
NM
|
|
(3)
|
NM
|
|
(3)
|
NM
|
|
(3)
|
|
SOMA
(4)
|
Opportunistic Credit
|
|
2007
|
|
673.8
|
|
|
58.4
|
%
|
|
9.3
|
%
|
|
15.1
|
%
|
|
(10.5
|
)%
|
|
|
ACF
(3)
|
U.S. Performing Credit
|
|
2005
|
|
2,189.8
|
|
|
NM
|
|
(3)
|
NM
|
|
(3)
|
NM
|
|
(3)
|
NM
|
|
(3)
|
|
Value Funds
(5)
|
Opportunistic Credit
|
|
2003/2006
|
|
288.8
|
|
|
74.1
|
|
|
4.7
|
|
|
10.8
|
|
|
(9.6
|
)
|
|
|
Totals
|
|
|
|
|
$
|
3,729.2
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Apollo Centre Street Partnership, L.P. (“ACSP”) is a strategic investment account with $615.0 million of committed capital. Net asset value is presented for the primary mandate and excludes investments in other Apollo funds.
|
(2)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(3)
|
As part of the Stone Tower acquisition, Apollo acquired the manager of Apollo Credit Strategies Master Fund Ltd. (“ACSF”), Stone Tower Credit Solutions Master Fund Ltd. (“STCS”), and Apollo Credit Master Fund Ltd. (“ACF”). As of
December 31, 2013
, the net returns from inception for ACSF, ACF and STCS were
37.8%
,
3.2%
, and
36.2%
, respectively. These returns were primarily achieved during a period in which Apollo did not make the initial investment decisions. Apollo became the manager of these funds upon completing the acquisition on April 2, 2012.
|
(4)
|
Net asset value and returns are for the primary mandate and excludes investments made by Apollo Special Opportunities Managed Account, L.P. ("SOMA") in other Apollo funds.
|
(5)
|
Value Funds consist of Apollo Strategic Value Master Fund, L.P., together with its feeder funds, and Apollo Value Investment Master Fund, L.P., together with its feeder funds.
|
|
|
|
|
|
|
|
|
|
|
|
Net Return
|
|||||||||||||||||
|
Strategy
|
|
IPO Year
(1)
|
|
Raised Capital
(2)
|
|
Gross Assets
|
|
Current Net Asset Value
|
|
Since Inception to December 31, 2013
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
|
||||||||||
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
AIF
(3)
|
U.S. Performing Credit
|
|
2013
|
|
$
|
275.7
|
|
|
$
|
420.2
|
|
|
$
|
282.2
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
AFT
(3)
|
U.S. Performing Credit
|
|
2011
|
|
294.6
|
|
451.1
|
|
297.7
|
|
21.7
|
%
|
|
9.2
|
%
|
|
NM
|
(4)
|
NM
|
(4)
|
||||||||
AMTG
(5)
|
Structured Credit
|
|
2011
|
|
790.8
|
|
3,911.6
|
|
757.6
|
|
N/A
|
|
(5)
|
N/A
|
|
(5)
|
N/A
|
|
(5)
|
N/A
|
|
(5)
|
||||||
AINV
(6)
|
Opportunistic Credit
|
|
2004
|
|
2,977.7
|
|
3,379.7
|
|
1,925.3
|
|
70.2
|
|
|
15.7
|
|
|
9.9
|
%
|
|
(5.1
|
)%
|
|
||||||
|
|
|
|
|
$
|
4,338.8
|
|
|
$
|
8,162.6
|
|
|
$
|
3,262.8
|
|
|
|
|
|
|
|
|
|
|
(1)
|
An initial public offering ("IPO") year represents the year in which the vehicle commenced trading on a national securities exchange. AIF, AFT and AMTG are publicly traded vehicles traded on the New York Stock Exchange ("NYSE"). AINV is a public investment company traded on the National Association of Securities Dealers Automated Quotation ("NASDAQ").
|
(2)
|
Amounts represent gross raised capital net of offering and issuance costs.
|
(3)
|
AFT and AIF completed their initial public offerings during the first quarter of 2011 and 2013, respectively. Gross Assets represents total managed assets of these closed-end funds. Refer to www.agmfunds.com for the most recent financial information on AFT and AIF. The information contained in AFT’s and AIF’s website is not part of this Annual Report on Form 10-K.
|
(4)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(5)
|
Refer to www.apolloresidentialmortgage.com for the most recent financial information on AMTG. The information contained in AMTG’s website is not part of this Annual Report on Form 10-K.
|
(6)
|
Net return for AINV represents net asset value return including reinvested dividends. Refer to www.apolloic.com for the most recent public financial information on AINV. The information contained in AINV’s website is not part of this Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2013 |
|
As of
December 31, 2012 |
|
As of
December 31, 2011 |
|
||||||||||||||||||||||
|
Vintage
Year
|
|
Committed
Capital
|
|
Current
Net Asset
Value
|
|
Total
Invested
Capital
|
|
Realized
|
|
Unrealized
(1)
|
|
Total
Value
|
|
Gross
IRR
|
|
Net
IRR
|
|
Gross
IRR
|
|
Net
IRR
|
|
Gross
IRR
|
|
Net
IRR
|
|
||||||||||||||||
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
AGRE U.S. Real Estate Fund, L.P
(3)
|
2012
|
|
$
|
866.6
|
|
|
$
|
547.3
|
|
|
$
|
435.9
|
|
|
$
|
4.1
|
|
|
$
|
544.1
|
|
|
$
|
548.2
|
|
|
17.3
|
%
|
|
13.7
|
%
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
NM
|
(2)
|
NM
|
(2)
|
AGRE Debt Fund I, LP
|
2011
|
|
816.4
|
|
|
736.1
|
|
|
812.2
|
|
|
173.5
|
|
|
731.1
|
|
|
904.6
|
|
|
13.1
|
|
|
11.1
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
NM
|
(2)
|
NM
|
(2)
|
||||||
2011 A4 Fund, L.P.
|
2011
|
|
234.7
|
|
|
210.7
|
|
|
205.9
|
|
|
83.6
|
|
|
203.8
|
|
|
287.4
|
|
|
13.5
|
|
|
11.7
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
NM
|
(2)
|
NM
|
(2)
|
||||||
AGRE CMBS Fund, L.P.
|
2009
|
|
418.8
|
|
|
67.1
|
|
|
301.0
|
|
|
447.0
|
|
|
63.1
|
|
|
510.1
|
|
|
13.5
|
|
|
11.3
|
|
|
14.1
|
%
|
|
11.8
|
%
|
|
NM
|
(2)
|
NM
|
(2)
|
||||||
CPI Capital Partners North America
|
2006
|
|
600.0
|
|
|
65.2
|
|
|
452.7
|
|
|
318.5
|
|
|
60.5
|
|
|
379.0
|
|
|
17.1
|
|
(4)
|
13.0
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
(4)
|
NM
|
(4)
|
||||||
CPI Capital Partners Asia Pacific
|
2006
|
|
1,291.6
|
|
|
253.5
|
|
|
1,163.6
|
|
|
1,454.8
|
|
|
231.2
|
|
|
1,686.0
|
|
|
36.7
|
|
(4)
|
32.6
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
(4)
|
NM
|
(4)
|
||||||
CPI Capital Partners Europe
(5)
|
2006
|
|
1,596.9
|
|
|
583.7
|
|
|
1,053.9
|
|
|
182.4
|
|
|
549.0
|
|
|
731.4
|
|
|
2.4
|
|
(4)
|
0.6
|
|
(4)
|
NM
|
|
(4)
|
NM
|
|
(4)
|
NM
|
(4)
|
NM
|
(4)
|
||||||
CPI Other
(6)
|
Various
|
|
2,403.8
|
|
|
868.8
|
|
|
N/A
|
(6)
|
N/A
|
(6)
|
N/A
|
(6)
|
N/A
|
(6)
|
NM
|
|
(6)
|
NM
|
|
(6)
|
NM
|
|
(6)
|
NM
|
|
(6)
|
NM
|
(6)
|
NM
|
(6)
|
||||||||||
Totals
|
|
|
$
|
8,228.8
|
|
|
$
|
3,332.4
|
|
|
$
|
4,425.2
|
|
|
$
|
2,663.9
|
|
|
$
|
2,382.8
|
|
|
$
|
5,046.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Figures include estimated fair value of unrealized investments.
|
(2)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(3)
|
AGRE U.S. Real Estate Fund, L.P., a closed-end private investment fund that intends to make real estate-related investments principally located in the United States, held closings in January 2011, June 2011 and April 2012 for a total of $263.2 million in base capital commitments and $450 million in additional capital commitments. Additionally, there was $153.4 million of co-invest commitments raised, which is included in the figures in the table above. A co-invest entity within AGRE U.S. Real Estate Fund is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to $1.66 as of
December 31, 2013
.
|
(4)
|
As part of the CPI acquisition, Apollo acquired general partner interests in fully invested funds. The gross and net IRRs are presented in the investment record table above since acquisition on November 12, 2010. The net IRRs from the inception of the respective fund to
December 31, 2013
were
(6.8)%
,
7.9%
and
(9.7)%
for the CPI Capital Partners North America, Asia Pacific and Europe funds, respectively. These net IRRs were primarily achieved during a period in which Apollo did not make the initial investment decisions and Apollo only became the general partner or manager of these funds upon completing the acquisition on November 12, 2010.
|
(5)
|
CPI Capital Partners Europe is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.37
as of
December 31, 2013
.
|
(6)
|
CPI Other consists of funds or individual investments of which we are not the general partner or manager and only receive fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. CPI Other fund performance is a result of invested capital prior to Apollo’s management of these funds. Return and certain other performance data are therefore not considered meaningful as we perform primarily an administrative role.
|
|
IPO Year
|
|
Raised Capital
|
|
Gross Assets
|
|
Current Net Asset Value
|
||||||
|
(in millions)
|
||||||||||||
ARI
(1)
|
2009
|
|
$
|
715.9
|
|
|
$
|
907.5
|
|
|
$
|
683.0
|
|
(1)
|
ARI is a public company traded on the NYSE. Refer to www.apolloreit.com for the most recent financial information on ARI. The information contained in ARI’s website is not part of this Annual Report on Form 10-K.
|
|
As of
December 31, |
|
||||||||||
|
2013
(1)
|
|
2012
(1)
|
|
2011
|
|
||||||
|
(in millions)
|
|
||||||||||
Private Equity:
|
|
|
|
|
|
|
||||||
Cost
|
$
|
14,213
|
|
|
$
|
16,927
|
|
|
$
|
15,956
|
|
|
Fair Value
|
23,432
|
|
|
25,867
|
|
|
20,700
|
|
|
|||
Credit:
|
|
|
|
|
|
|
||||||
Cost
|
$
|
15,642
|
|
|
$
|
15,097
|
|
(2)
|
$
|
10,917
|
|
|
Fair Value
|
16,656
|
|
|
16,287
|
|
(2)
|
11,696
|
|
|
|||
Real Estate:
|
|
|
|
|
|
|
||||||
Cost
|
$
|
4,246
|
|
|
$
|
3,848
|
|
(2)
|
$
|
4,791
|
|
|
Fair Value
|
4,160
|
|
|
3,680
|
|
(2)
|
4,344
|
|
|
(1)
|
Cost and fair value amounts are presented for investments of the funds that are listed in the investment record tables.
|
(2)
|
AMTG and ARI cost and fair value amounts are as of September 30, 2012.
|
•
|
65%-100% for private equity funds, gross advisory, transaction and other special fees;
|
•
|
65%-100% for certain credit funds, gross advisory, transaction and other special fees; and
|
•
|
100% for certain real estate funds, gross advisory, transaction and other special fees.
|
|
As of
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2013
|
|
2012
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||||||
|
Carried Interest Receivable on an Unconsolidated Basis
|
|
Carried Interest Receivable on an Unconsolidated Basis
|
|
Unrealized
Carried
Interest
(Loss)
Income
|
|
Realized
Carried
Interest
Income
|
|
Total
Carried
Interest
Income
(Loss)
|
|
Unrealized
Carried
Interest
Income
(Loss)
|
|
Realized
Carried
Interest
Income
|
|
Total
Carried
Interest
Income
(Loss)
|
|
Unrealized
Carried
Interest
(Loss) Income
|
|
Realized
Carried
Interest
Income
|
|
Total
Carried
Interest
Income
(Loss)
|
||||||||||||||||||||||
|
(in millions)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Fund VII
|
$
|
890.8
|
|
|
$
|
904.3
|
|
|
$
|
(13.6
|
)
|
|
$
|
1,163.6
|
|
|
$
|
1,150.0
|
|
|
$
|
435.5
|
|
|
$
|
472.1
|
|
|
$
|
907.6
|
|
|
$
|
(135.9
|
)
|
|
$
|
260.2
|
|
|
$
|
124.3
|
|
Fund VI
|
697.6
|
|
|
270.3
|
|
|
427.3
|
|
|
760.3
|
|
|
1,187.6
|
|
(1)
|
345.6
|
|
(5)
|
294.0
|
|
|
639.6
|
|
|
(723.6
|
)
|
(5)
|
80.7
|
|
|
(642.9
|
)
|
|||||||||||
Fund V
|
43.0
|
|
|
134.3
|
|
|
(91.2
|
)
|
|
99.1
|
|
|
7.9
|
|
|
9.3
|
|
|
33.4
|
|
|
42.7
|
|
|
(51.6
|
)
|
|
24.9
|
|
|
(26.7
|
)
|
|||||||||||
Fund IV
|
7.7
|
|
|
10.9
|
|
|
(3.2
|
)
|
|
1.7
|
|
|
(1.5
|
)
|
|
(7.0
|
)
|
|
2.9
|
|
|
(4.1
|
)
|
|
(118.1
|
)
|
|
204.7
|
|
|
86.6
|
|
|||||||||||
AAA/Other
(2)
|
228.7
|
|
(3)
|
93.6
|
|
|
135.4
|
|
(5)
|
37.9
|
|
|
173.3
|
|
|
71.5
|
|
(5)
|
10.2
|
|
|
81.7
|
|
|
9.5
|
|
(5)
|
—
|
|
|
9.5
|
|
|||||||||||
Total Private Equity Funds
|
1,867.8
|
|
|
1,413.4
|
|
|
454.7
|
|
|
2,062.6
|
|
|
2,517.3
|
|
|
854.9
|
|
|
812.6
|
|
|
1,667.5
|
|
|
(1,019.7
|
)
|
|
570.5
|
|
|
(449.2
|
)
|
|||||||||||
Credit Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. Performing Credit
|
179.9
|
|
|
401.7
|
|
|
(164.1
|
)
|
|
284.6
|
|
|
120.5
|
|
|
206.3
|
|
|
154.3
|
|
|
360.6
|
|
|
(79.6
|
)
|
|
62.0
|
|
|
(17.6
|
)
|
|||||||||||
Opportunistic Credit
|
59.8
|
|
|
36.7
|
|
|
20.4
|
|
(5)
|
36.7
|
|
|
57.1
|
|
|
7.7
|
|
(5)
|
41.5
|
|
|
49.2
|
|
|
(21.8
|
)
|
(5)
|
43.4
|
|
|
21.6
|
|
|||||||||||
Structured Credit
|
54.3
|
|
|
21.2
|
|
|
32.7
|
|
|
11.2
|
|
|
43.9
|
|
|
18.5
|
|
|
13.4
|
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
European Credit
|
35.6
|
|
|
18.4
|
|
|
2.1
|
|
|
27.8
|
|
|
29.9
|
|
|
18.0
|
|
|
8.5
|
|
|
26.5
|
|
|
(18.7
|
)
|
|
13.2
|
|
|
(5.5
|
)
|
|||||||||||
Non-Performing Loans
|
154.2
|
|
|
102.1
|
|
|
52.3
|
|
|
33.0
|
|
|
85.3
|
|
|
50.6
|
|
|
—
|
|
|
50.6
|
|
|
53.2
|
|
|
—
|
|
|
53.2
|
|
|||||||||||
Total Credit Funds
|
483.8
|
|
|
580.1
|
|
|
(56.6
|
)
|
|
393.3
|
|
|
336.7
|
|
|
301.1
|
|
|
217.7
|
|
|
518.8
|
|
|
(66.9
|
)
|
|
118.6
|
|
|
51.7
|
|
|||||||||||
Real Estate Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
CPI Funds
|
5.3
|
|
|
10.8
|
|
|
(5.2
|
)
|
|
0.5
|
|
|
(4.7
|
)
|
|
10.4
|
|
|
4.7
|
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
AGRE U.S. Real Estate Fund
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Other
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total Real Estate Funds
|
15.2
|
|
|
10.8
|
|
|
4.7
|
|
|
0.5
|
|
|
5.2
|
|
|
10.4
|
|
|
4.7
|
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total
|
$
|
2,366.8
|
|
(4)
|
$
|
2,004.3
|
|
(4)
|
$
|
402.8
|
|
|
$
|
2,456.4
|
|
|
$
|
2,859.2
|
|
|
$
|
1,166.4
|
|
|
$
|
1,035.0
|
|
|
$
|
2,201.4
|
|
|
$
|
(1,086.6
|
)
|
|
$
|
689.1
|
|
|
$
|
(397.5
|
)
|
(1)
|
Includes $452.3 million for Fund VI related to the catch-up formula whereby the Company earns a disproportionate return (typically 80%) for a portion of the return until the Company’s carried interest income equates to its 20% of cumulative profits of the funds.
|
(2)
|
Includes certain SIAs.
|
(3)
|
Includes $100.9 million and $69.0 million of carried interest receivable from AAA Investments' investment in Athene Holding Ltd., as of December 31, 2013 and 2012, respectively, which may be settled in shares of Athene Holding Ltd. (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding Ltd. or paid in cash if AAA sells the shares of Athene Holding Ltd. During years ended December 31, 2013 and 2012 the Company earned $31.9 million 54.8 million, respectively, from AAA Investments' investment in Athene Holding Ltd.
|
(4)
|
There was a corresponding profit sharing payable of
$992.2 million
and
$857.7 million
as of
December 31, 2013
and 2012, respectively, that resulted in a net carried interest receivable on an unconsolidated basis amount of
$1,374.6 million
and
$1,146.6 million
as of
December 31, 2013
and 2012, respectively. Included within profit sharing payable are contingent consideration obligations of $135.5 million and $141.0 million as of December 31, 2013 and 2012, respectively.
|
(5)
|
Included in unrealized carried interest (loss) income from affiliates for the
year ended December 31, 2013
was a reversal of
$19.3 million
and $0.3 million of the entire general partner obligation to return previously distributed carried interest income to SOMA and APC, respectively. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2012 was a reversal of $75.3 million of the entire general partner obligation to return previously distributed carried interest income with respect to Fund VI and reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $1.2 million and $0.3 million for SOMA and APC, respectively. Included in unrealized carried interest (loss) income from affiliates for the year ended December 31, 2011 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $75.3 million and $18.1 million for Fund VI and SOMA, respectively.
|
|
Carried Interest Income Since Inception
|
||||||||||||||||||
|
Undistributed
by Fund and
Recognized
|
|
Distributed by
Fund and
Recognized (1) |
|
Total
Undistributed
and
Distributed by
Fund and
Recognized
(2)
|
|
General Partner Obligation as of December 31, 2013
(2)
|
|
Maximum Carried
Interest Income
Subject to
Potential Reversal
(3)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VII
|
$
|
890.8
|
|
|
$
|
1,959.7
|
|
|
$
|
2,850.5
|
|
|
$
|
—
|
|
|
$
|
2,197.2
|
|
Fund VI
|
697.6
|
|
|
1,178.7
|
|
|
1,876.3
|
|
|
—
|
|
|
1,495.8
|
|
|||||
Fund V
|
43.0
|
|
|
1,410.2
|
|
|
1,453.2
|
|
|
—
|
|
|
81.2
|
|
|||||
Fund IV
|
7.7
|
|
|
597.2
|
|
|
604.9
|
|
|
—
|
|
|
7.6
|
|
|||||
AAA/Other
|
228.7
|
|
|
67.4
|
|
|
296.1
|
|
|
—
|
|
|
228.9
|
|
|||||
Total Private Equity Funds
|
1,867.8
|
|
|
5,213.2
|
|
|
7,081.0
|
|
|
—
|
|
|
4,010.7
|
|
|||||
Credit Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Performing Credit
|
179.9
|
|
|
618.3
|
|
|
798.2
|
|
|
—
|
|
|
445.5
|
|
|||||
Opportunistic Credit
(4)
|
50.9
|
|
|
158.1
|
|
|
209.0
|
|
|
—
|
|
|
60.9
|
|
|||||
Structured Credit
|
54.3
|
|
|
44.4
|
|
|
98.7
|
|
|
—
|
|
|
63.4
|
|
|||||
European Credit
|
35.6
|
|
|
52.5
|
|
|
88.1
|
|
|
—
|
|
|
73.8
|
|
|||||
Non-Performing Loans
|
154.2
|
|
|
34.9
|
|
|
189.1
|
|
|
—
|
|
|
189.1
|
|
|||||
Total Credit Funds
|
474.9
|
|
|
908.2
|
|
|
1,383.1
|
|
|
—
|
|
|
832.7
|
|
|||||
Real Estate Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
CPI Funds
|
4.8
|
|
|
5.2
|
|
|
10.0
|
|
|
—
|
|
|
4.8
|
|
|||||
AGRE U.S. Real Estate Fund
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||||
Other
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|||||
Total Real Estate Funds
|
15.2
|
|
|
5.2
|
|
|
20.4
|
|
|
—
|
|
|
15.2
|
|
|||||
Total
|
$
|
2,357.9
|
|
|
$
|
6,126.6
|
|
|
$
|
8,484.5
|
|
|
$
|
—
|
|
|
$
|
4,858.6
|
|
(1)
|
Amounts in “Distributed by Fund and Recognized” for the CPI, Gulf Stream and Stone Tower funds and SIAs are presented for activity subsequent to the respective acquisition dates.
|
(2)
|
Amounts were computed based on the fair value of fund investments on
December 31, 2013
. Carried interest income has been allocated to and recognized by the general partner. Based on the amount of carried interest income 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 carried interest income or fees at
December 31, 2013
. 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.
|
(3)
|
Represents the amount of carried interest income that would be reversed if remaining fund investments became worthless on
December 31, 2013
. Amounts subject to potential reversal of carried interest income include amounts undistributed by a fund (i.e., the carried interest receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes not subject to a general partner obligation to return previously distributed carried interest income, except for those funds that are gross of taxes as defined in the respective funds' management agreement.
|
(4)
|
Amounts exclude AINV, as carried interest income from this fund is not subject to contingent repayment by the general partner.
|
|
Year Ended December 31,
|
|
Amount
Change
|
|
Percentage
Change
|
|
Year Ended December 31,
|
|
Amount
Change
|
|
Percentage
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
|
2012
|
|
2011
|
|
||||||||||||||||||||
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
196,562
|
|
|
$
|
149,544
|
|
|
$
|
47,018
|
|
|
31.4
|
%
|
|
$
|
149,544
|
|
|
$
|
81,953
|
|
|
$
|
67,591
|
|
|
82.5
|
%
|
Management fees from affiliates
|
674,634
|
|
|
580,603
|
|
|
94,031
|
|
|
16.2
|
|
|
580,603
|
|
|
487,559
|
|
|
93,044
|
|
|
19.1
|
|
||||||
Carried interest income (loss) from affiliates
|
2,862,375
|
|
|
2,129,818
|
|
|
732,557
|
|
|
34.4
|
|
|
2,129,818
|
|
|
(397,880
|
)
|
|
2,527,698
|
|
|
NM
|
|
||||||
Total Revenues
|
3,733,571
|
|
|
2,859,965
|
|
|
873,606
|
|
|
30.5
|
|
|
2,859,965
|
|
|
171,632
|
|
|
2,688,333
|
|
|
NM
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity-based compensation
|
126,227
|
|
|
598,654
|
|
|
(472,427
|
)
|
|
(78.9
|
)
|
|
598,654
|
|
|
1,149,753
|
|
|
(551,099
|
)
|
|
(47.9
|
)
|
||||||
Salary, bonus and benefits
|
294,753
|
|
|
274,574
|
|
|
20,179
|
|
|
7.3
|
|
|
274,574
|
|
|
251,095
|
|
|
23,479
|
|
|
9.4
|
|
||||||
Profit sharing expense
|
1,173,255
|
|
|
872,133
|
|
|
301,122
|
|
|
34.5
|
|
|
872,133
|
|
|
(60,070
|
)
|
|
932,203
|
|
|
NM
|
|
||||||
Total Compensation and Benefits
|
1,594,235
|
|
|
1,745,361
|
|
|
(151,126
|
)
|
|
(8.7
|
)
|
|
1,745,361
|
|
|
1,340,778
|
|
|
404,583
|
|
|
30.2
|
|
||||||
Interest expense
|
29,260
|
|
|
37,116
|
|
|
(7,856
|
)
|
|
(21.2
|
)
|
|
37,116
|
|
|
40,850
|
|
|
(3,734
|
)
|
|
(9.1
|
)
|
||||||
Professional fees
|
83,407
|
|
|
64,682
|
|
|
18,725
|
|
|
28.9
|
|
|
64,682
|
|
|
59,277
|
|
|
5,405
|
|
|
9.1
|
|
||||||
General, administrative and other
|
98,202
|
|
|
87,961
|
|
|
10,241
|
|
|
11.6
|
|
|
87,961
|
|
|
75,558
|
|
|
12,403
|
|
|
16.4
|
|
||||||
Placement fees
|
42,424
|
|
|
22,271
|
|
|
20,153
|
|
|
90.5
|
|
|
22,271
|
|
|
3,911
|
|
|
18,360
|
|
|
469.4
|
|
||||||
Occupancy
|
39,946
|
|
|
37,218
|
|
|
2,728
|
|
|
7.3
|
|
|
37,218
|
|
|
35,816
|
|
|
1,402
|
|
|
3.9
|
|
||||||
Depreciation and amortization
|
54,241
|
|
|
53,236
|
|
|
1,005
|
|
|
1.9
|
|
|
53,236
|
|
|
26,260
|
|
|
26,976
|
|
|
102.7
|
|
||||||
Total Expenses
|
1,941,715
|
|
|
2,047,845
|
|
|
(106,130
|
)
|
|
(5.2
|
)
|
|
2,047,845
|
|
|
1,582,450
|
|
|
465,395
|
|
|
29.4
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net gains (losses) from investment activities
|
330,235
|
|
|
288,244
|
|
|
41,991
|
|
|
14.6
|
|
|
288,244
|
|
|
(129,827
|
)
|
|
418,071
|
|
|
NM
|
|
||||||
Net gains (losses) from investment activities of consolidated variable interest entities
|
199,742
|
|
|
(71,704
|
)
|
|
271,446
|
|
|
NM
|
|
|
(71,704
|
)
|
|
24,201
|
|
|
(95,905
|
)
|
|
NM
|
|
||||||
Income from equity method investments
|
107,350
|
|
|
110,173
|
|
|
(2,823
|
)
|
|
(2.6
|
)
|
|
110,173
|
|
|
13,923
|
|
|
96,250
|
|
|
NM
|
|
||||||
Interest income
|
12,266
|
|
|
9,693
|
|
|
2,573
|
|
|
26.5
|
|
|
9,693
|
|
|
4,731
|
|
|
4,962
|
|
|
104.9
|
|
||||||
Other income, net
|
40,114
|
|
|
1,964,679
|
|
|
(1,924,565
|
)
|
|
(98.0
|
)
|
|
1,964,679
|
|
|
205,520
|
|
|
1,759,159
|
|
|
NM
|
|
||||||
Total Other Income
|
689,707
|
|
|
2,301,085
|
|
|
(1,611,378
|
)
|
|
(70.0
|
)
|
|
2,301,085
|
|
|
118,548
|
|
|
2,182,537
|
|
|
NM
|
|
||||||
Income (loss) before income tax provision
|
2,481,563
|
|
|
3,113,205
|
|
|
(631,642
|
)
|
|
(20.3
|
)
|
|
3,113,205
|
|
|
(1,292,270
|
)
|
|
4,405,475
|
|
|
NM
|
|
||||||
Income tax provision
|
(107,569
|
)
|
|
(65,410
|
)
|
|
(42,159
|
)
|
|
64.5
|
|
|
(65,410
|
)
|
|
(11,929
|
)
|
|
(53,481
|
)
|
|
448.3
|
|
||||||
Net Income (Loss)
|
2,373,994
|
|
|
3,047,795
|
|
|
(673,801
|
)
|
|
(22.1
|
)
|
|
3,047,795
|
|
|
(1,304,199
|
)
|
|
4,351,994
|
|
|
NM
|
|
||||||
Net (income) loss attributable to Non-controlling Interests
|
(1,714,603
|
)
|
|
(2,736,838
|
)
|
|
1,022,235
|
|
|
(37.4
|
)
|
|
(2,736,838
|
)
|
|
835,373
|
|
|
(3,572,211
|
)
|
|
NM
|
|
||||||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
659,391
|
|
|
$
|
310,957
|
|
|
$
|
348,434
|
|
|
112.1
|
%
|
|
$
|
310,957
|
|
|
$
|
(468,826
|
)
|
|
$
|
779,783
|
|
|
NM
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
|
|
|||||||||||
AAA
(1)
|
$
|
(331,504
|
)
|
|
$
|
(278,454
|
)
|
|
$
|
123,400
|
|
|
Interest in management companies and a co-investment vehicle
(2)
|
(18,872
|
)
|
|
(7,307
|
)
|
|
(12,146
|
)
|
|
|||
Other consolidated entities
|
43,357
|
|
|
50,956
|
|
|
(13,958
|
)
|
|
|||
Net (income) loss attributable to Non-Controlling Interests in consolidated entities
|
(307,019
|
)
|
|
(234,805
|
)
|
|
97,296
|
|
|
|||
Net income attributable to Appropriated Partners’
Capital
(3)
|
(149,934
|
)
|
|
(1,816,676
|
)
|
|
(202,235
|
)
|
|
|||
Net (income) loss attributable to Non-Controlling Interests in the Apollo Operating Group
|
(1,257,650
|
)
|
|
(685,357
|
)
|
|
940,312
|
|
|
|||
Net (Income) Loss attributable to Non-Controlling Interests
|
$
|
(1,714,603
|
)
|
|
$
|
(2,736,838
|
)
|
|
$
|
835,373
|
|
|
Net income attributable to Appropriated Partners’ Capital
(4)
|
149,934
|
|
|
1,816,676
|
|
|
202,235
|
|
|
|||
Other Comprehensive Income attributable to Non-Controlling Interests
|
(41
|
)
|
|
(2,010
|
)
|
|
(5,106
|
)
|
|
|||
Comprehensive (Income) Loss Attributable to Non-Controlling Interests
|
$
|
(1,564,710
|
)
|
|
$
|
(922,172
|
)
|
|
$
|
1,032,502
|
|
|
(1)
|
Reflects the Non-Controlling Interests in the net (income) loss of AAA and is calculated based on the Non-Controlling Interests ownership percentage in AAA, which was approximately
97.4%
during the
year ended December 31, 2013
, approximately
97.3%
during the
year ended December 31, 2012
, and approximately
97.6%
during the year ended December 31, 2011. As of
December 31, 2013
,
2012
and 2011, Apollo owned approximately
2.6%
,
2.7%
and
2.4%
of AAA, respectively.
|
(2)
|
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit management companies.
|
(3)
|
Reflects net income of the consolidated CLOs classified as VIEs. Includes the bargain purchase gain from the Stone Tower acquisition of
$1,951.1 million
for the
year ended December 31, 2012
and the bargain purchase gain from the Gulf Stream acquisition of
$0.8 million
and
$195.4 million
for the years ended December 31, 2012 and 2011, respectively.
|
(4)
|
Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive income attributable to Non-Controlling Interests on the consolidated statements of comprehensive income.
|
|
Year Ended
December 31, |
|||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
|
(in thousands)
|
|||||||||||
Net income
|
$
|
2,373,994
|
|
|
$
|
3,047,795
|
|
|
$
|
(1,304,199
|
)
|
|
Net income attributable to Non-Controlling Interests in consolidated entities
|
(456,953
|
)
|
|
(2,051,481
|
)
|
|
(104,939
|
)
|
|
|||
Net income after Non-Controlling Interests in consolidated entities
|
1,917,041
|
|
|
996,314
|
|
|
(1,409,138
|
)
|
|
|||
Adjustments:
|
|
|
|
|
|
|
||||||
Income tax provision
(1)
|
107,569
|
|
|
65,410
|
|
|
11,929
|
|
|
|||
NYC UBT and foreign tax provision
(2)
|
(10,334
|
)
|
|
(10,889
|
)
|
|
(8,647
|
)
|
|
|||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
(22,797
|
)
|
|
|||
Net (loss) income in non-Apollo Operating Group entities
|
(11,774
|
)
|
|
948
|
|
|
1,345
|
|
|
|||
Total adjustments
|
85,461
|
|
|
55,469
|
|
|
(18,170
|
)
|
|
|||
Net income (loss) after adjustments
|
2,002,502
|
|
|
1,051,783
|
|
|
(1,427,308
|
)
|
|
|||
Approximate ownership percentage of Apollo Operating Group
|
61.0
|
%
|
|
64.9
|
%
|
|
65.9
|
%
|
|
|||
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group
(3)
|
$
|
1,257,650
|
|
|
$
|
685,357
|
|
|
$
|
(940,312
|
)
|
|
(1)
|
Reflects all taxes recorded in our consolidated statements of operations. Of this amount, U.S. federal, state, and local corporate income taxes attributable to APO Corp. are added back to income (loss) of the Apollo Operating Group before calculating Non-Controlling Interests as the income (loss) allocable to the Apollo Operating Group is not subject to such taxes.
|
(2)
|
Reflects NYC UBT and foreign taxes that are attributable to the Apollo Operating Group and its subsidiaries related to its operations in the U.S. as partnerships and in non-U.S. jurisdictions as corporations. As such, these amounts are considered in the income (loss) attributable to the Apollo Operating Group.
|
(3)
|
This amount is calculated by applying the weighted average ownership percentage range of approximately 62.7%, 65.2% and 67.4% during the years ended
December 31, 2013
,
2012
and
2011
, respectively, to the consolidated net income of the Apollo Operating Group before a corporate income tax provision and after allocations to the Non-Controlling Interests in consolidated entities.
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Private Equity
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
78,371
|
|
|
$
|
—
|
|
|
$
|
78,371
|
|
|
$
|
121,744
|
|
|
$
|
—
|
|
|
$
|
121,744
|
|
|
$
|
58,145
|
|
|
$
|
—
|
|
|
$
|
58,145
|
|
Management fees from affiliates
|
284,833
|
|
|
—
|
|
|
284,833
|
|
|
277,048
|
|
|
—
|
|
|
277,048
|
|
|
263,212
|
|
|
—
|
|
|
263,212
|
|
|||||||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||||
Unrealized gains (losses)
(2)
|
—
|
|
|
454,722
|
|
|
454,722
|
|
|
—
|
|
|
854,919
|
|
|
854,919
|
|
|
—
|
|
|
(1,019,748
|
)
|
|
(1,019,748
|
)
|
|||||||||
Realized gains
|
—
|
|
|
2,062,525
|
|
|
2,062,525
|
|
|
—
|
|
|
812,616
|
|
|
812,616
|
|
|
—
|
|
|
570,540
|
|
|
570,540
|
|
|||||||||
Total Revenues
|
363,204
|
|
|
2,517,247
|
|
|
2,880,451
|
|
|
398,792
|
|
|
1,667,535
|
|
|
2,066,327
|
|
|
321,357
|
|
|
(449,208
|
)
|
|
(127,851
|
)
|
|||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Compensation and Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity compensation
|
31,967
|
|
|
—
|
|
|
31,967
|
|
|
31,213
|
|
|
—
|
|
|
31,213
|
|
|
31,778
|
|
|
—
|
|
|
31,778
|
|
|||||||||
Salary, bonus and benefits
|
109,761
|
|
|
—
|
|
|
109,761
|
|
|
104,068
|
|
|
—
|
|
|
104,068
|
|
|
121,711
|
|
|
—
|
|
|
121,711
|
|
|||||||||
Profit sharing expense
|
—
|
|
|
1,030,404
|
|
|
1,030,404
|
|
|
—
|
|
|
726,874
|
|
|
726,874
|
|
|
—
|
|
|
(96,833
|
)
|
|
(96,833
|
)
|
|||||||||
Total compensation and benefits
|
141,728
|
|
|
1,030,404
|
|
|
1,172,132
|
|
|
135,281
|
|
|
726,874
|
|
|
862,155
|
|
|
153,489
|
|
|
(96,833
|
)
|
|
56,656
|
|
|||||||||
Other expenses
|
112,525
|
|
|
—
|
|
|
112,525
|
|
|
83,311
|
|
|
—
|
|
|
83,311
|
|
|
99,338
|
|
|
—
|
|
|
99,338
|
|
|||||||||
Total Expenses
|
254,253
|
|
|
1,030,404
|
|
|
1,284,657
|
|
|
218,592
|
|
|
726,874
|
|
|
945,466
|
|
|
252,827
|
|
|
(96,833
|
)
|
|
155,994
|
|
|||||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Income from equity method investments
|
—
|
|
|
78,811
|
|
|
78,811
|
|
|
—
|
|
|
74,038
|
|
|
74,038
|
|
|
—
|
|
|
7,960
|
|
|
7,960
|
|
|||||||||
Other income, net
|
13,006
|
|
|
1,695
|
|
|
14,701
|
|
|
4,653
|
|
|
—
|
|
|
4,653
|
|
|
7,081
|
|
|
—
|
|
|
7,081
|
|
|||||||||
Total Other Income
|
13,006
|
|
|
80,506
|
|
|
93,512
|
|
|
4,653
|
|
|
74,038
|
|
|
78,691
|
|
|
7,081
|
|
|
7,960
|
|
|
15,041
|
|
|||||||||
Economic Net Income (Loss)
|
$
|
121,957
|
|
|
$
|
1,567,349
|
|
|
$
|
1,689,306
|
|
|
$
|
184,853
|
|
|
$
|
1,014,699
|
|
|
$
|
1,199,552
|
|
|
$
|
75,611
|
|
|
$
|
(344,415
|
)
|
|
$
|
(268,804
|
)
|
(1)
|
Reclassified to conform to current presentation. See note
20
to our consolidated financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2012 was a $75.3 million reversal of the entire general partner obligation to return previously distributed carried interest income with respect to Fund VI. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2011 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $75.3 million for Fund VI. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Amount
Change
|
|
Percentage
Change
|
|
2012
|
|
2011
|
|
Amount
Change
|
|
Percentage
Change
|
||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Private Equity
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
78,371
|
|
|
$
|
121,744
|
|
|
$
|
(43,373
|
)
|
|
(35.6
|
)%
|
|
$
|
121,744
|
|
|
$
|
58,145
|
|
|
$
|
63,599
|
|
|
109.4
|
%
|
Management fees from affiliates
|
284,833
|
|
|
277,048
|
|
|
7,785
|
|
|
2.8
|
|
|
277,048
|
|
|
263,212
|
|
|
13,836
|
|
|
5.3
|
|
||||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized gains (losses)
(2)
|
454,722
|
|
|
854,919
|
|
|
(400,197
|
)
|
|
(46.8
|
)
|
|
854,919
|
|
|
(1,019,748
|
)
|
|
1,874,667
|
|
|
NM
|
|
||||||
Realized gains
|
2,062,525
|
|
|
812,616
|
|
|
1,249,909
|
|
|
153.8
|
|
|
812,616
|
|
|
570,540
|
|
|
242,076
|
|
|
42.4
|
|
||||||
Total carried interest income (loss) from affiliates
|
2,517,247
|
|
|
1,667,535
|
|
|
849,712
|
|
|
51.0
|
|
|
1,667,535
|
|
|
(449,208
|
)
|
|
2,116,743
|
|
|
NM
|
|
||||||
Total Revenues
|
2,880,451
|
|
|
2,066,327
|
|
|
814,124
|
|
|
39.4
|
|
|
2,066,327
|
|
|
(127,851
|
)
|
|
2,194,178
|
|
|
NM
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity-based compensation
|
31,967
|
|
|
31,213
|
|
|
754
|
|
|
2.4
|
|
|
31,213
|
|
|
31,778
|
|
|
(565
|
)
|
|
(1.8
|
)
|
||||||
Salary, bonus and benefits
|
109,761
|
|
|
104,068
|
|
|
5,693
|
|
|
5.5
|
|
|
104,068
|
|
|
121,711
|
|
|
(17,643
|
)
|
|
(14.5
|
)
|
||||||
Profit sharing expense
|
1,030,404
|
|
|
726,874
|
|
|
303,530
|
|
|
41.8
|
|
|
726,874
|
|
|
(96,833
|
)
|
|
823,707
|
|
|
NM
|
|
||||||
Total compensation and benefits expense
|
1,172,132
|
|
|
862,155
|
|
|
309,977
|
|
|
36.0
|
|
|
862,155
|
|
|
56,656
|
|
|
805,499
|
|
|
NM
|
|
||||||
Other expenses
|
112,525
|
|
|
83,311
|
|
|
29,214
|
|
|
35.1
|
|
|
83,311
|
|
|
99,338
|
|
|
(16,027
|
)
|
|
(16.1
|
)
|
||||||
Total Expenses
|
1,284,657
|
|
|
945,466
|
|
|
339,191
|
|
|
35.9
|
|
|
945,466
|
|
|
155,994
|
|
|
789,472
|
|
|
NM
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from equity method investments
|
78,811
|
|
|
74,038
|
|
|
4,773
|
|
|
6.4
|
|
|
74,038
|
|
|
7,960
|
|
|
66,078
|
|
|
NM
|
|
||||||
Other income, net
|
14,701
|
|
|
4,653
|
|
|
10,048
|
|
|
215.9
|
|
|
4,653
|
|
|
7,081
|
|
|
(2,428
|
)
|
|
(34.3
|
)
|
||||||
Total Other Income
|
93,512
|
|
|
78,691
|
|
|
14,821
|
|
|
18.8
|
|
|
78,691
|
|
|
15,041
|
|
|
63,650
|
|
|
423.2
|
|
||||||
Economic Net Income (Loss)
|
$
|
1,689,306
|
|
|
$
|
1,199,552
|
|
|
$
|
489,754
|
|
|
40.8
|
%
|
|
$
|
1,199,552
|
|
|
$
|
(268,804
|
)
|
|
$
|
1,468,356
|
|
|
NM
|
|
(1)
|
Reclassified to conform to current presentation. See note
20
to our consolidated financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2012 was a $75.3 million reversal of the entire general partner obligation to return previously distributed carried interest income with respect to Fund VI. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2011 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $75.3 million for Fund VI. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Credit
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
114,643
|
|
|
$
|
—
|
|
|
$
|
114,643
|
|
|
$
|
27,551
|
|
|
$
|
—
|
|
|
$
|
27,551
|
|
|
$
|
23,467
|
|
|
$
|
—
|
|
|
$
|
23,467
|
|
Management fees from affiliates
|
392,433
|
|
|
—
|
|
|
392,433
|
|
|
299,667
|
|
|
—
|
|
|
299,667
|
|
|
186,700
|
|
|
—
|
|
|
186,700
|
|
|||||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||||||||
Unrealized (losses) gains
(2)
|
—
|
|
|
(56,568
|
)
|
|
(56,568
|
)
|
|
—
|
|
|
301,077
|
|
|
301,077
|
|
|
—
|
|
|
(66,852
|
)
|
|
(66,852
|
)
|
|||||||||
Realized gains
|
36,922
|
|
|
393,338
|
|
|
430,260
|
|
|
37,842
|
|
|
179,933
|
|
|
217,775
|
|
|
44,540
|
|
|
74,113
|
|
|
118,653
|
|
|||||||||
Total Revenues
|
543,998
|
|
|
336,770
|
|
|
880,768
|
|
|
365,060
|
|
|
481,010
|
|
|
846,070
|
|
|
254,707
|
|
|
7,261
|
|
|
261,968
|
|
|||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Compensation and Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity-based compensation
|
24,167
|
|
|
—
|
|
|
24,167
|
|
|
26,988
|
|
|
—
|
|
|
26,988
|
|
|
23,283
|
|
|
—
|
|
|
23,283
|
|
|||||||||
Salary, bonus and benefits
|
153,056
|
|
|
—
|
|
|
153,056
|
|
|
139,895
|
|
|
—
|
|
|
139,895
|
|
|
94,980
|
|
|
—
|
|
|
94,980
|
|
|||||||||
Profit sharing expense
|
—
|
|
|
142,728
|
|
|
142,728
|
|
|
—
|
|
|
138,444
|
|
|
138,444
|
|
|
—
|
|
|
36,762
|
|
|
36,762
|
|
|||||||||
Total compensation and benefits
|
177,223
|
|
|
142,728
|
|
|
319,951
|
|
|
166,883
|
|
|
138,444
|
|
|
305,327
|
|
|
118,263
|
|
|
36,762
|
|
|
155,025
|
|
|||||||||
Other expenses
|
162,064
|
|
|
—
|
|
|
162,064
|
|
|
149,051
|
|
|
—
|
|
|
149,051
|
|
|
94,995
|
|
|
—
|
|
|
94,995
|
|
|||||||||
Total Expenses
|
339,287
|
|
|
142,728
|
|
|
482,015
|
|
|
315,934
|
|
|
138,444
|
|
|
454,378
|
|
|
213,258
|
|
|
36,762
|
|
|
250,020
|
|
|||||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net (losses) from investment activities
|
—
|
|
|
(12,593
|
)
|
|
(12,593
|
)
|
|
—
|
|
|
(1,142
|
)
|
|
(1,142
|
)
|
|
—
|
|
|
(5,881
|
)
|
|
(5,881
|
)
|
|||||||||
Income from equity method investments
|
—
|
|
|
30,678
|
|
|
30,678
|
|
|
—
|
|
|
46,100
|
|
|
46,100
|
|
|
—
|
|
|
2,143
|
|
|
2,143
|
|
|||||||||
Other income (loss), net
|
28,540
|
|
|
8,508
|
|
|
37,048
|
|
|
15,008
|
|
|
—
|
|
|
15,008
|
|
|
(1,978
|
)
|
|
—
|
|
|
(1,978
|
)
|
|||||||||
Total Other Income (Loss)
|
28,540
|
|
|
26,593
|
|
|
55,133
|
|
|
15,008
|
|
|
44,958
|
|
|
59,966
|
|
|
(1,978
|
)
|
|
(3,738
|
)
|
|
(5,716
|
)
|
|||||||||
Non-Controlling Interests
|
(13,985
|
)
|
|
—
|
|
|
(13,985
|
)
|
|
(8,730
|
)
|
|
—
|
|
|
(8,730
|
)
|
|
(12,146
|
)
|
|
—
|
|
|
(12,146
|
)
|
|||||||||
Economic Net Income (Loss)
|
$
|
219,266
|
|
|
$
|
220,635
|
|
|
$
|
439,901
|
|
|
$
|
55,404
|
|
|
$
|
387,524
|
|
|
$
|
442,928
|
|
|
$
|
27,325
|
|
|
$
|
(33,239
|
)
|
|
$
|
(5,914
|
)
|
(1)
|
Reclassified to conform to current presentation. See note
20
to our consolidated financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest income (loss) from affiliates for the
year ended December 31, 2013
was a reversal of
$19.3 million
and $0.3 million of the entire general partner obligation to return previously distributed carried interest income to SOMA and APC, respectively. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2012 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income for SOMA and APC of $1.2 million and $0.3 million, respectively. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2011 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income for SOMA of $18.1 million. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
|
For the Year Ended December 31,
|
|
For the Year Ended December 31,
|
||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Amount
Change
|
|
Percentage
Change
|
|
2012
|
|
2011
|
|
Amount
Change
|
|
Percentage
Change
|
||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Credit
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
114,643
|
|
|
$
|
27,551
|
|
|
$
|
87,092
|
|
|
316.1
|
%
|
|
$
|
27,551
|
|
|
$
|
23,467
|
|
|
$
|
4,084
|
|
|
17.4
|
%
|
Management fees from affiliates
|
392,433
|
|
|
299,667
|
|
|
92,766
|
|
|
31.0
|
|
|
299,667
|
|
|
186,700
|
|
|
112,967
|
|
|
60.5
|
|
||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized (losses) gain
(2)
|
(56,568
|
)
|
|
301,077
|
|
|
(357,645
|
)
|
|
NM
|
|
301,077
|
|
|
(66,852
|
)
|
|
367,929
|
|
|
NM
|
|
|||||||
Realized gains
|
430,260
|
|
|
217,775
|
|
|
212,485
|
|
|
97.6
|
|
|
217,775
|
|
|
118,653
|
|
|
99,122
|
|
|
83.5
|
|
||||||
Total carried interest income from affiliates
|
373,692
|
|
|
518,852
|
|
|
(145,160
|
)
|
|
(28.0
|
)
|
|
518,852
|
|
|
51,801
|
|
|
467,051
|
|
|
NM
|
|
||||||
Total Revenues
|
880,768
|
|
|
846,070
|
|
|
34,698
|
|
|
4.1
|
|
|
846,070
|
|
|
261,968
|
|
|
584,102
|
|
|
223.0
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity-based compensation
|
24,167
|
|
|
26,988
|
|
|
(2,821
|
)
|
|
(10.5
|
)
|
|
26,988
|
|
|
23,283
|
|
|
3,705
|
|
|
15.9
|
|
||||||
Salary, bonus and benefits
|
153,056
|
|
|
139,895
|
|
|
13,161
|
|
|
9.4
|
|
|
139,895
|
|
|
94,980
|
|
|
44,915
|
|
|
47.3
|
|
||||||
Profit sharing expense
|
142,728
|
|
|
138,444
|
|
|
4,284
|
|
|
3.1
|
|
|
138,444
|
|
|
36,762
|
|
|
101,682
|
|
|
276.6
|
|
||||||
Total compensation and benefits
|
319,951
|
|
|
305,327
|
|
|
14,624
|
|
|
4.8
|
|
|
305,327
|
|
|
155,025
|
|
|
150,302
|
|
|
97.0
|
|
||||||
Other expenses
|
162,064
|
|
|
149,051
|
|
|
13,013
|
|
|
8.7
|
|
|
149,051
|
|
|
94,995
|
|
|
54,056
|
|
|
56.9
|
|
||||||
Total Expenses
|
482,015
|
|
|
454,378
|
|
|
27,637
|
|
|
6.1
|
|
|
454,378
|
|
|
250,020
|
|
|
204,358
|
|
|
81.7
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net losses from investment activities
|
(12,593
|
)
|
|
(1,142
|
)
|
|
(11,451
|
)
|
|
NM
|
|
(1,142
|
)
|
|
(5,881
|
)
|
|
4,739
|
|
|
(80.6
|
)
|
|||||||
Income from equity method investments
|
30,678
|
|
|
46,100
|
|
|
(15,422
|
)
|
|
(33.5
|
)
|
|
46,100
|
|
|
2,143
|
|
|
43,957
|
|
|
NM
|
|
||||||
Other income, net
|
37,048
|
|
|
15,008
|
|
|
22,040
|
|
|
146.9
|
|
|
15,008
|
|
|
(1,978
|
)
|
|
16,986
|
|
|
NM
|
|
||||||
Total Other Income
|
55,133
|
|
|
59,966
|
|
|
(4,833
|
)
|
|
(8.1
|
)
|
|
59,966
|
|
|
(5,716
|
)
|
|
65,682
|
|
|
NM
|
|
||||||
Non-Controlling Interests
|
(13,985
|
)
|
|
(8,730
|
)
|
|
(5,255
|
)
|
|
60.2
|
|
|
(8,730
|
)
|
|
(12,146
|
)
|
|
3,416
|
|
|
(28.1
|
)
|
||||||
Economic Net Income (Loss)
|
$
|
439,901
|
|
|
$
|
442,928
|
|
|
$
|
(3,027
|
)
|
|
(0.7
|
)%
|
|
$
|
442,928
|
|
|
$
|
(5,914
|
)
|
|
$
|
448,842
|
|
|
NM
|
|
(1)
|
Reclassified to conform to current presentation. See note
20
to our consolidated financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest income (loss) from affiliates for the
year ended December 31, 2013
was a reversal of
$19.3 million
and $0.3 million of the entire general partner obligation to return previously distributed carried interest income to SOMA and APC, respectively. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2012 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income for SOMA and APC of $1.2 million and $0.3 million, respectively. Included in unrealized carried interest income (loss) from affiliates for the year ended December 31, 2011 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income for SOMA of $18.1 million. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Real Estate:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
3,548
|
|
|
$
|
—
|
|
|
$
|
3,548
|
|
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
749
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
698
|
|
Management fees from affiliates
|
53,436
|
|
|
—
|
|
|
53,436
|
|
|
46,326
|
|
|
|
|
|
46,326
|
|
|
40,279
|
|
|
|
|
40,279
|
|
||||||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gains
|
—
|
|
|
4,681
|
|
|
4,681
|
|
|
—
|
|
|
10,401
|
|
|
10,401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Realized gains
|
—
|
|
|
541
|
|
|
541
|
|
|
—
|
|
|
4,673
|
|
|
4,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total Revenues
|
56,984
|
|
|
5,222
|
|
|
62,206
|
|
|
47,075
|
|
|
15,074
|
|
|
62,149
|
|
|
40,977
|
|
|
—
|
|
|
40,977
|
|
|||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Compensation and Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity-based compensation
|
10,207
|
|
|
—
|
|
|
10,207
|
|
|
10,741
|
|
|
—
|
|
|
10,741
|
|
|
13,111
|
|
|
—
|
|
|
13,111
|
|
|||||||||
Salary, bonus and benefits
|
31,936
|
|
|
—
|
|
|
31,936
|
|
|
30,611
|
|
|
—
|
|
|
30,611
|
|
|
34,405
|
|
|
—
|
|
|
34,405
|
|
|||||||||
Profit sharing expense
|
—
|
|
|
123
|
|
|
123
|
|
|
—
|
|
|
6,815
|
|
|
6,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total compensation and benefits
|
42,143
|
|
|
123
|
|
|
42,266
|
|
|
41,352
|
|
|
6,815
|
|
|
48,167
|
|
|
47,516
|
|
|
—
|
|
|
47,516
|
|
|||||||||
Other expenses
|
27,620
|
|
|
—
|
|
|
27,620
|
|
|
24,270
|
|
|
—
|
|
|
24,270
|
|
|
29,663
|
|
|
—
|
|
|
29,663
|
|
|||||||||
Total Expenses
|
69,763
|
|
|
123
|
|
|
69,886
|
|
|
65,622
|
|
|
6,815
|
|
|
72,437
|
|
|
77,179
|
|
|
—
|
|
|
77,179
|
|
|||||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Income from equity method investments
|
—
|
|
|
3,722
|
|
|
3,722
|
|
|
—
|
|
|
982
|
|
|
982
|
|
|
—
|
|
|
726
|
|
|
726
|
|
|||||||||
Other income, net
|
2,402
|
|
|
—
|
|
|
2,402
|
|
|
1,271
|
|
|
|
|
1,271
|
|
|
9,694
|
|
|
—
|
|
|
9,694
|
|
||||||||||
Total Other Income
|
2,402
|
|
|
3,722
|
|
|
6,124
|
|
|
1,271
|
|
|
982
|
|
|
2,253
|
|
|
9,694
|
|
|
726
|
|
|
10,420
|
|
|||||||||
Economic Net (Loss) Income
|
$
|
(10,377
|
)
|
|
$
|
8,821
|
|
|
$
|
(1,556
|
)
|
|
$
|
(17,276
|
)
|
|
$
|
9,241
|
|
|
$
|
(8,035
|
)
|
|
$
|
(26,508
|
)
|
|
$
|
726
|
|
|
$
|
(25,782
|
)
|
(1)
|
Reclassified to conform to current presentation. See note
20
to our consolidated financial statements for more detail on the reclassifications within our three segments.
|
(1)
|
Reclassified to conform to current presentation. See note
20
to our consolidated financial statements for more detail on the reclassifications within our three segments.
|
|
Year Ended
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Management Business
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advisory and transaction fees from affiliates, net
|
$
|
196,562
|
|
|
$
|
150,044
|
|
|
$
|
82,310
|
|
Management fees from affiliates
|
730,702
|
|
|
623,041
|
|
|
490,191
|
|
|||
Carried interest income from affiliates
|
36,922
|
|
|
37,842
|
|
|
44,540
|
|
|||
Total Revenues
|
964,186
|
|
|
810,927
|
|
|
617,041
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Equity-based compensation
|
66,341
|
|
|
68,942
|
|
|
68,172
|
|
|||
Salary, bonus and benefits
|
294,753
|
|
|
274,574
|
|
|
251,095
|
|
|||
Interest expense
|
29,260
|
|
|
37,116
|
|
|
40,850
|
|
|||
Professional fees
(1)
|
82,448
|
|
|
63,250
|
|
|
58,315
|
|
|||
General, administrative and other
(2)
|
97,085
|
|
|
86,550
|
|
|
73,972
|
|
|||
Placement fees
|
42,424
|
|
|
22,271
|
|
|
3,911
|
|
|||
Occupancy
|
39,946
|
|
|
37,218
|
|
|
35,816
|
|
|||
Depreciation and amortization
|
11,046
|
|
|
10,227
|
|
|
11,132
|
|
|||
Total Expenses
|
663,303
|
|
|
600,148
|
|
|
543,263
|
|
|||
Other Income:
|
|
|
|
|
|
||||||
Interest income
|
10,763
|
|
|
8,149
|
|
|
4,731
|
|
|||
Other income, net
|
33,185
|
|
|
12,783
|
|
|
10,066
|
|
|||
Total Other Income
|
43,948
|
|
|
20,932
|
|
|
14,797
|
|
|||
Non-Controlling Interests
|
(13,985
|
)
|
|
(8,730
|
)
|
|
(12,146
|
)
|
|||
Economic Net Income
|
$
|
330,846
|
|
|
$
|
222,981
|
|
|
$
|
76,429
|
|
(1)
|
Excludes professional fees related to the consolidated funds.
|
(2)
|
Excludes general and administrative expenses and interest income related to the consolidated funds.
|
|
Year Ended
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Incentive Business
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Carried interest income from affiliates:
|
|
|
|
|
|
||||||
Unrealized gains (losses)
(1)
|
$
|
402,835
|
|
|
$
|
1,166,397
|
|
|
$
|
(1,086,600
|
)
|
Realized gains
|
2,456,404
|
|
|
997,222
|
|
|
644,653
|
|
|||
Total Revenues
|
2,859,239
|
|
|
2,163,619
|
|
|
(441,947
|
)
|
|||
Expenses:
|
|
|
|
|
|
||||||
Profit sharing expense:
|
|
|
|
|
|
||||||
Unrealized profit sharing expense
(2)
|
195,298
|
|
|
426,098
|
|
|
(370,485
|
)
|
|||
Realized profit sharing expense
|
977,957
|
|
|
446,035
|
|
|
310,415
|
|
|||
Total Profit Sharing Expense
|
1,173,255
|
|
|
872,133
|
|
|
(60,070
|
)
|
|||
Other Income:
|
|
|
|
|
|
||||||
Other income, net
|
10,203
|
|
|
—
|
|
|
—
|
|
|||
Net losses from investment activities
(3)
|
(12,593
|
)
|
|
(1,142
|
)
|
|
(5,881
|
)
|
|||
Income from equity method investments
|
113,211
|
|
|
121,120
|
|
|
10,829
|
|
|||
Total Other Income
|
110,821
|
|
|
119,978
|
|
|
4,948
|
|
|||
Economic Net Income (Loss)
|
$
|
1,796,805
|
|
|
$
|
1,411,464
|
|
|
$
|
(376,929
|
)
|
(1)
|
Included in unrealized carried interest (loss) income from affiliates for the
year ended December 31, 2013
was a reversal of
$19.3 million
and $0.3 million of the entire general partner obligation to return previously distributed carried interest income with respect to SOMA and APC, respectively. Included in unrealized carried interest (loss) income from affiliates for the year ended December 31, 2012 was a reversal of $75.3 million of the entire general partner obligation to return previously distributed carried interest income with respect to Fund VI and reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $1.2 million and $0.3 million with respect to SOMA and APC, respectively. Included in unrealized carried interest (loss) income from affiliates for the year ended December 31, 2011 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $75.3 million and $18.1 million with respect to Fund VI and SOMA, respectively. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
(2)
|
Included in unrealized profit sharing expense for the year ended December 31, 2012 was a reversal of the entire receivable from Contributing Partners and certain employees of $22.1 million due to the reversal of the general partner obligation to return previously distributed carried interest income with respect to Fund VI. Included in unrealized profit sharing expense for the year ended December 31, 2011 was a reversal of previously realized profit sharing expense for the amounts receivable from Contributing Partners and certain employees due to the general partner obligation to return previously distributed carried interest income of $22.1 million with respect to Fund VI.
|
(3)
|
Excludes investment income and net gains from investment activities related to consolidated funds and the consolidated VIEs.
|
|
Year Ended
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Revenues
|
$
|
3,823,425
|
|
|
$
|
2,974,546
|
|
|
$
|
175,094
|
|
Expenses
|
1,836,558
|
|
|
1,472,281
|
|
|
483,193
|
|
|||
Other income
|
154,769
|
|
|
140,910
|
|
|
19,745
|
|
|||
Non-Controlling Interests
|
(13,985
|
)
|
|
(8,730
|
)
|
|
(12,146
|
)
|
|||
Economic Net Income
|
2,127,651
|
|
|
1,634,445
|
|
|
(300,500
|
)
|
|||
Non-cash charges related to equity-based compensation
|
(59,847
|
)
|
|
(529,712
|
)
|
|
(1,081,581
|
)
|
|||
Income tax provision
|
(107,569
|
)
|
|
(65,410
|
)
|
|
(11,929
|
)
|
|||
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
(1,257,650
|
)
|
|
(685,357
|
)
|
|
940,312
|
|
|||
Amortization of intangible assets
|
(43,194
|
)
|
|
(43,009
|
)
|
|
(15,128
|
)
|
|||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
659,391
|
|
|
$
|
310,957
|
|
|
$
|
(468,826
|
)
|
•
|
Generating cash flow from operations;
|
•
|
Making investments in Apollo funds;
|
•
|
Meeting financing needs through credit agreements; and
|
•
|
Distributing cash flow to equity holders and Non-Controlling Interests.
|
•
|
Raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements;
|
•
|
Using capital to make investments;
|
•
|
Generating cash flow from operations through distributions, interest and the realization of investments; and
|
•
|
Distributing cash flow to investors.
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
|
||||||||||
|
Outstanding
Balance
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Annualized
Weighted
Average
Interest Rate
|
|
||||||
2007 AMH Credit Agreement
|
N/A
|
|
|
N/A
|
|
|
$
|
728,273
|
|
|
4.95
|
%
|
(1)
|
|
2013 AMH Credit Facilities - Term Facility
|
750,000
|
|
|
1.37
|
%
|
|
N/A
|
|
|
N/A
|
|
|
||
CIT secured loan agreements
|
N/A
|
|
|
N/A
|
|
|
9,545
|
|
|
3.47
|
|
|
||
Total Debt
|
$
|
750,000
|
|
|
1.37
|
%
|
|
$
|
737,818
|
|
|
4.93
|
%
|
|
(1)
|
Includes the effect of interest rate swaps.
|
|
Year Ended
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Operating Activities
|
$
|
1,025,382
|
|
|
$
|
265,551
|
|
|
$
|
743,821
|
|
Investing Activities
|
111,727
|
|
|
(84,791
|
)
|
|
(129,536
|
)
|
|||
Financing Activities
|
(1,005,023
|
)
|
|
21,960
|
|
|
(251,823
|
)
|
|||
Net Increase in Cash and Cash Equivalents
|
$
|
132,086
|
|
|
$
|
202,720
|
|
|
$
|
362,462
|
|
Distribution
Declaration Date |
|
Distribution
per Class A Share Amount |
|
Distribution
Payment Date |
|
Distribution
to Class A Shareholders |
|
Distribution to
Non-Controlling Interest Holders in the Apollo Operating Group |
|
Total
Distributions from Apollo Operating Group |
|
Distribution
Equivalents on Participating Securities |
||||||||||
January 4, 2011
|
|
$
|
0.17
|
|
|
January 14, 2011
|
|
$
|
16.6
|
|
|
$
|
40.8
|
|
|
$
|
57.4
|
|
|
$
|
3.3
|
|
May 12, 2011
|
|
0.22
|
|
|
June 1, 2011
|
|
26.8
|
|
|
52.8
|
|
|
79.6
|
|
|
4.7
|
|
|||||
August 9, 2011
|
|
0.24
|
|
|
August 29, 2011
|
|
29.5
|
|
|
57.6
|
|
|
87.1
|
|
|
5.1
|
|
|||||
November 3, 2011
|
|
0.20
|
|
|
December 2, 2011
|
|
24.8
|
|
|
48.0
|
|
|
72.8
|
|
|
4.3
|
|
|||||
For the year ended December 31, 2011
|
|
$
|
0.83
|
|
|
|
|
$
|
97.7
|
|
|
$
|
199.2
|
|
|
$
|
296.9
|
|
|
$
|
17.4
|
|
February 10, 2012
|
|
$
|
0.46
|
|
|
February 29, 2012
|
|
$
|
58.1
|
|
|
$
|
110.4
|
|
|
$
|
168.5
|
|
|
$
|
10.3
|
|
April 13, 2012
|
|
$
|
—
|
|
|
April 13, 2012
|
|
$
|
—
|
|
|
$
|
11.0
|
|
(1)
|
$
|
11.0
|
|
|
$
|
—
|
|
May 8, 2012
|
|
0.25
|
|
|
May 30, 2012
|
|
31.6
|
|
|
60.0
|
|
|
91.6
|
|
|
6.2
|
|
|||||
August 2, 2012
|
|
0.24
|
|
|
August 31, 2012
|
|
31.2
|
|
|
57.6
|
|
|
88.8
|
|
|
5.3
|
|
|||||
November 9, 2012
|
|
0.40
|
|
|
November 30, 2012
|
|
52.0
|
|
|
96.0
|
|
|
148.0
|
|
|
9.4
|
|
|||||
For the year ended December 31, 2012
|
|
$
|
1.35
|
|
|
|
|
$
|
172.9
|
|
|
$
|
335.0
|
|
|
$
|
507.9
|
|
|
$
|
31.2
|
|
February 8, 2013
|
|
$
|
1.05
|
|
|
February 28, 2013
|
|
$
|
138.7
|
|
|
$
|
252.0
|
|
|
$
|
390.7
|
|
|
$
|
25.0
|
|
April 12, 2013
|
|
—
|
|
|
April 12, 2013
|
|
—
|
|
|
55.2
|
|
(1)
|
55.2
|
|
|
—
|
|
|||||
May 6, 2013
|
|
0.57
|
|
|
May 30, 2013
|
|
80.8
|
|
|
131.8
|
|
|
212.6
|
|
|
14.3
|
|
|||||
August 8, 2013
|
|
1.32
|
|
|
August 30, 2013
|
|
189.7
|
|
|
305.2
|
|
|
494.9
|
|
|
30.8
|
|
|||||
November 7, 2013
|
|
1.01
|
|
|
November 29, 2013
|
|
147.7
|
|
|
231.2
|
|
|
$
|
378.9
|
|
|
$
|
24.1
|
|
|||
For the year ended December 31, 2013
|
|
$
|
3.95
|
|
|
|
|
$
|
556.9
|
|
|
$
|
975.4
|
|
|
$
|
1,532.3
|
|
|
$
|
94.2
|
|
(1)
|
On April 13, 2012 and April 12, 2013, the Company made a $0.05 and a $0.23 distribution to the non-controlling interest holders in the Apollo Operating Group, respectively.
|
•
|
Profit Sharing related to private equity carried interest income, from direct ownership of advisory entities. Any changes in fair value of the underlying fund investments would result in changes to Apollo Global Management, LLC’s profit sharing payable;
|
•
|
Additional consideration based on their proportional ownership interest in Holdings; and
|
•
|
Additionally, 85% of any tax savings APO Corp. recognizes as a result of the tax receivable agreement will be paid to the Contributing Partners.
|
•
|
Awards granted to the Managing Partners (i) are not permitted to be sold to any parties outside of the Apollo Global Management, LLC control group and transfer restrictions lapse pro rata during the forfeiture period over 60 or 72 months, and (ii) allow the Managing Partners to initiate a change in control; and
|
•
|
Awards granted to the Contributing Partners (i) are not permitted to be sold or transferred to any parties except to the Apollo Global Management, LLC control group and (ii) the transfer restriction period lapses over six years (which is longer than the forfeiture period which lapses ratably over 60 months).
|
(i)
|
We assumed a maximum two year holding period.
|
(ii)
|
We concluded based on industry peers, that our volatility annualized would be approximately 40%.
|
(iii)
|
We assumed no distributions.
|
(iv)
|
We assumed a 4.88% risk free rate based on U.S. Treasuries with a two year maturity.
|
|
For the Year Ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
Distribution Yield
(1)
|
9.5%
|
|
8.4%
|
|
2.2%
|
Distribution Growth Rate
(2)
|
3.0%
|
|
3.2%
|
|
6.0%
|
Cost of Equity Capital Rate
(3)
|
17.6%
|
|
17.6%
|
|
18.2%
|
(1)
|
Based on the distribution then in effect.
|
(2)
|
Quarterly growth rate based on the then current distribution.
|
(3)
|
We assumed discount rate was equivalent to a cost of equity capital rate as of the valuation date, based on the Capital Asset Pricing Model ("CAPM"). CAPM is a commonly used mathematical model for developing expected returns.
|
|
For the Year Ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
Plan Grants
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.6
|
|
0.6
|
|
1.1
|
Volatility
(1)
|
30.4%
|
|
34.0%
|
|
35.9%
|
Risk-free Rate
(2)
|
—%
|
|
0.1%
|
|
0.6%
|
Distribution Yield
(3)
|
8.2%
|
|
8.0%
|
|
2.2%
|
Bonus Grants
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.2
|
|
0.2
|
|
0.6
|
Volatility
(1)
|
30.0%
|
|
30.5%
|
|
33.8%
|
Risk-free Rate
(2)
|
—%
|
|
—%
|
|
0.2%
|
Distribution Yield
(3)
|
12.2%
|
|
7.8%
|
|
2.2%
|
(1)
|
Annualized based on industry peers.
|
(2)
|
Based on U.S. Treasuries for a comparable term on a continuously compounded basis.
|
(3)
|
Based on the distribution then in effect.
|
|
As of December 31, 2013
|
||||||||||||||
|
Level I
(5)
|
|
Level II
(5)
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment in AAA Investments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,942,051
|
|
|
$
|
1,942,051
|
|
Investments held by Apollo Senior Loan Fund
(1)
|
—
|
|
|
28,711
|
|
|
892
|
|
|
29,603
|
|
||||
Investments in HFA and Other
(1)
|
—
|
|
|
—
|
|
|
40,373
|
|
|
40,373
|
|
||||
Athene and AAA Management Fee Derivatives
(2)
|
—
|
|
|
—
|
|
|
130,709
|
|
|
130,709
|
|
||||
Investments of VIEs, at fair value
(4)
|
3,455
|
|
|
12,203,370
|
|
|
1,919,537
|
|
|
14,126,362
|
|
||||
Total Assets
|
$
|
3,455
|
|
|
$
|
12,232,081
|
|
|
$
|
4,033,562
|
|
|
$
|
16,269,098
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Debt of VIEs, at fair value
(4)
|
$
|
—
|
|
|
$
|
2,429,815
|
|
|
$
|
9,994,147
|
|
|
$
|
12,423,962
|
|
Contingent Consideration Obligations
(3)
|
—
|
|
|
—
|
|
|
135,511
|
|
|
135,511
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
2,429,815
|
|
|
$
|
10,129,658
|
|
|
$
|
12,559,473
|
|
|
As of December 31, 2012
|
||||||||||||||
|
Level I
(5)
|
|
Level II
(5)
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment in AAA Investments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,666,448
|
|
|
$
|
1,666,448
|
|
Investments held by Apollo Senior Loan Fund
(1)
|
—
|
|
|
27,063
|
|
|
590
|
|
|
27,653
|
|
||||
Investments in HFA and Other
(1)
|
—
|
|
|
—
|
|
|
50,311
|
|
|
50,311
|
|
||||
Athene and AAA Management Fee Derivatives
(2)
|
—
|
|
|
—
|
|
|
2,126
|
|
|
2,126
|
|
||||
Investments of VIEs, at fair value
(4)
|
168
|
|
|
11,045,902
|
|
|
1,643,465
|
|
|
12,689,535
|
|
||||
Total Assets
|
$
|
168
|
|
|
$
|
11,072,965
|
|
|
$
|
3,362,940
|
|
|
$
|
14,436,073
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities of VIEs, at fair value
(4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,834,955
|
|
|
$
|
11,834,955
|
|
Contingent Consideration Obligations
(3)
|
—
|
|
|
—
|
|
|
142,219
|
|
|
142,219
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,977,174
|
|
|
$
|
11,977,174
|
|
(1)
|
See note
4
to our consolidated financial statements for further disclosure regarding the investment in AAA Investments, investments held by Apollo Senior Loan Fund, and investments in HFA and Other.
|
(2)
|
See note
17
to our consolidated financial statements for further disclosure regarding the Athene and AAA Management Fee Derivatives.
|
(3)
|
See note
18
to our consolidated financial statements for further disclosure regarding Contingent Consideration Obligations.
|
(4)
|
See note
5
to our consolidated financial statements for further disclosure regarding VIEs.
|
(5)
|
All level I and II investments and liabilities were valued using third party pricing.
|
|
For the Year Ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
Transfers from Level II into Level I
(1)
|
$—
|
|
$164
|
|
$—
|
Transfers from Level III into Level II
(2)
|
1,253,090
|
|
712,975
|
|
802,533
|
Transfers from Level II into Level III
(2)
|
978,194
|
|
833,791
|
|
160,390
|
(1)
|
Transfers into Level I represent those financial instruments for which an unadjusted quoted price in an active market became available for the identical asset. The transfer during the year ended December 31, 2012 related to investments of the consolidated VIEs.
|
(2)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these investments to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
|
|
For the Year Ended December 31, 2013
|
||||||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Investments in HFA and Other
|
|
Athene and AAA Management Fee Derivatives
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||||
Balance, Beginning of Period
|
$
|
1,666,448
|
|
|
$
|
590
|
|
|
$
|
50,311
|
|
|
$
|
2,126
|
|
|
$
|
1,643,465
|
|
|
$
|
3,362,940
|
|
Elimination of investments attributable to consolidation of VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,410
|
)
|
|
(35,410
|
)
|
||||||
Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
118,380
|
|
|
—
|
|
|
118,380
|
|
||||||
Purchases
|
—
|
|
|
520
|
|
|
4,901
|
|
|
—
|
|
|
1,326,095
|
|
|
1,331,516
|
|
||||||
Sale of investments/Distributions
|
(66,796
|
)
|
|
(6
|
)
|
|
(2,541
|
)
|
|
—
|
|
|
(724,666
|
)
|
|
(794,009
|
)
|
||||||
Net realized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,717
|
)
|
|
(28,717
|
)
|
||||||
Changes in net unrealized gains (losses)
|
342,399
|
|
|
15
|
|
|
(12,298
|
)
|
|
10,203
|
|
|
13,439
|
|
|
353,758
|
|
||||||
Transfer into Level III
|
—
|
|
|
831
|
|
|
—
|
|
|
—
|
|
|
977,363
|
|
|
978,194
|
|
||||||
Transfer out of Level III
|
—
|
|
|
(1,058
|
)
|
|
—
|
|
|
—
|
|
|
(1,252,032
|
)
|
|
(1,253,090
|
)
|
||||||
Balance, End of Period
|
$
|
1,942,051
|
|
|
$
|
892
|
|
|
$
|
40,373
|
|
|
$
|
130,709
|
|
|
$
|
1,919,537
|
|
|
$
|
4,033,562
|
|
Change in net unrealized gains (losses) included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
342,399
|
|
|
$
|
15
|
|
|
$
|
(12,298
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
330,116
|
|
Change in net unrealized (losses) included in Net Gains (Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,083
|
|
|
$
|
9,083
|
|
Change in net unrealized gains included in Other Income, net related to assets still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,203
|
|
|
$
|
—
|
|
|
$
|
10,203
|
|
|
For the Year Ended December 31, 2012
|
||||||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Investments in HFA and Other
|
|
Athene and AAA Management Fee Derivatives
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||||
Balance, Beginning of Period
|
$
|
1,480,152
|
|
|
$
|
456
|
|
|
$
|
47,757
|
|
|
$
|
—
|
|
|
$
|
246,609
|
|
|
$
|
1,774,974
|
|
Transfer in due to consolidation and acquisition
|
—
|
|
|
—
|
|
|
46,148
|
|
(1)
|
—
|
|
|
1,706,145
|
|
|
1,752,293
|
|
||||||
Transfer out due to deconsolidation
|
—
|
|
|
—
|
|
|
(48,037
|
)
|
(1)
|
—
|
|
|
—
|
|
|
(48,037
|
)
|
||||||
Elimination of investments attributable to consolidation of VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,437
|
)
|
|
(69,437
|
)
|
||||||
Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
2,126
|
|
|
—
|
|
|
2,126
|
|
||||||
Purchases
|
—
|
|
|
496
|
|
|
5,759
|
|
|
—
|
|
|
1,236,232
|
|
|
1,242,487
|
|
||||||
Sale of investments/Distributions
|
(101,844
|
)
|
|
(1,291
|
)
|
|
—
|
|
|
—
|
|
|
(1,561,589
|
)
|
|
(1,664,724
|
)
|
||||||
Net realized gains
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
21,603
|
|
|
21,623
|
|
||||||
Changes in net unrealized gains (losses)
|
288,140
|
|
|
8
|
|
|
(1,316
|
)
|
|
—
|
|
|
(56,013
|
)
|
|
230,819
|
|
||||||
Transfer into Level III
|
—
|
|
|
1,836
|
|
|
—
|
|
|
—
|
|
|
831,955
|
|
|
833,791
|
|
||||||
Transfer out of Level III
|
—
|
|
|
(935
|
)
|
|
—
|
|
|
—
|
|
|
(712,040
|
)
|
|
(712,975
|
)
|
||||||
Balance, End of Period
|
$
|
1,666,448
|
|
|
$
|
590
|
|
|
$
|
50,311
|
|
|
$
|
2,126
|
|
|
$
|
1,643,465
|
|
|
$
|
3,362,940
|
|
Change in net unrealized gains (losses) included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
288,140
|
|
|
$
|
8
|
|
|
$
|
(1,316
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286,832
|
|
Change in net unrealized gains included in Net Gains(Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,464
|
|
|
$
|
7,464
|
|
(1)
|
During the third quarter of 2012, the Company deconsolidated GSS Holding (Cayman), L.P., which was consolidated by the Company during the second quarter of 2012.
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Investments in HFA and Other
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||
Balance, Beginning of Period
|
$
|
1,637,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,369
|
|
|
$
|
1,807,460
|
|
Transfer in due to consolidation and acquisition
|
—
|
|
|
456
|
|
|
—
|
|
|
335,353
|
|
|
335,809
|
|
|||||
Expenses incurred
|
—
|
|
|
—
|
|
|
(3,871
|
)
|
|
—
|
|
|
(3,871
|
)
|
|||||
Purchases
|
432
|
|
|
—
|
|
|
57,509
|
|
|
663,438
|
|
|
721,379
|
|
|||||
Sale of investments/Distributions
|
(33,425
|
)
|
|
—
|
|
|
—
|
|
|
(273,719
|
)
|
|
(307,144
|
)
|
|||||
Net realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
980
|
|
|
980
|
|
|||||
Changes in net unrealized losses
|
(123,946
|
)
|
|
—
|
|
|
(5,881
|
)
|
|
(7,669
|
)
|
|
(137,496
|
)
|
|||||
Transfer into Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
160,390
|
|
|
160,390
|
|
|||||
Transfer out of Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
(802,533
|
)
|
|
(802,533
|
)
|
|||||
Balance, End of Period
|
$
|
1,480,152
|
|
|
$
|
456
|
|
|
$
|
47,757
|
|
|
$
|
246,609
|
|
|
$
|
1,774,974
|
|
Change in net unrealized losses included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
(123,946
|
)
|
|
$
|
—
|
|
|
$
|
(5,881
|
)
|
|
$
|
—
|
|
|
$
|
(129,827
|
)
|
Change in net unrealized losses included in Net Gains(Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,253
|
)
|
|
$
|
(7,253
|
)
|
|
For the Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||||
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
||||||||||||||||||
Balance, Beginning of Period
|
$
|
11,834,955
|
|
|
$
|
142,219
|
|
|
$
|
11,977,174
|
|
|
$
|
3,189,837
|
|
|
$
|
5,900
|
|
|
$
|
3,195,737
|
|
|
$
|
1,127,180
|
|
|
$
|
1,200
|
|
|
$
|
1,128,380
|
|
Transfer in due to consolidation and acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
7,317,144
|
|
|
117,700
|
|
|
7,434,844
|
|
|
2,046,157
|
|
|
4,700
|
|
|
2,050,857
|
|
|||||||||
Elimination of debt attributable to consolidation of VIEs
|
3,950
|
|
|
—
|
|
|
3,950
|
|
|
(67,167
|
)
|
|
—
|
|
|
(67,167
|
)
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||||||
Purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Additions
|
2,747,033
|
|
|
—
|
|
|
2,747,033
|
|
|
1,639,271
|
|
|
—
|
|
|
1,639,271
|
|
|
454,356
|
|
|
—
|
|
|
454,356
|
|
|||||||||
Payments
|
(2,218,060
|
)
|
|
(67,534
|
)
|
|
(2,285,594
|
)
|
|
(741,834
|
)
|
|
(8,168
|
)
|
|
(750,002
|
)
|
|
(415,869
|
)
|
|
—
|
|
|
(415,869
|
)
|
|||||||||
Net realized gains
|
(137,098
|
)
|
|
—
|
|
|
(137,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,819
|
)
|
|
—
|
|
|
(41,819
|
)
|
|||||||||
Changes in net unrealized losses / fair value
|
232,510
|
|
|
60,826
|
|
(1)
|
293,336
|
|
|
497,704
|
|
|
25,787
|
|
(1)
|
523,491
|
|
|
19,880
|
|
|
—
|
|
|
19,880
|
|
|||||||||
Transfers into Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transfers out of Level III
|
(2,469,143
|
)
|
|
—
|
|
|
(2,469,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance, End of Period
|
$
|
9,994,147
|
|
|
$
|
135,511
|
|
|
$
|
10,129,658
|
|
|
$
|
11,834,955
|
|
|
$
|
142,219
|
|
|
$
|
11,977,174
|
|
|
$
|
3,189,837
|
|
|
$
|
5,900
|
|
|
$
|
3,195,737
|
|
Change in net unrealized (gains) losses included in Net Gains (Losses) from Investment Activities of consolidated VIEs related to liabilities still held at reporting date
|
$
|
(18,578
|
)
|
|
$
|
—
|
|
|
$
|
(18,578
|
)
|
|
$
|
446,649
|
|
|
$
|
—
|
|
|
$
|
446,649
|
|
|
$
|
(25,347
|
)
|
|
$
|
—
|
|
|
$
|
(25,347
|
)
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the consolidated statement of operations.
|
|
As of December 31, 2013
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds:
|
|
|
|
|
|
|
|
|
|
||
AAA Investments
(1)
|
$
|
1,942,051
|
|
|
Net Asset Value
|
|
N/A
|
|
N/A
|
|
N/A
|
Apollo Senior Loan Fund
|
892
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments in HFA and Other
|
40,373
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Athene and AAA Management Fee Derivatives
|
130,709
|
|
|
Discounted Cash Flows
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
Implied Multiple
|
|
1.1x
|
|
1.1x
|
|||||||
Investments of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank Debt Term Loans
|
18,467
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Stocks
|
7,938
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
6.0x - 9.5x
|
|
7.9x
|
|
Corporate loans/ bonds
|
1,893,132
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
1,919,537
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
4,033,562
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Notes
|
$
|
835,149
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.0% - 12.0%
|
|
10.8%
|
|
Default Rate
|
|
1.0% - 1.5%
|
|
1.3%
|
||||||
|
Recovery Rate
|
|
75.0%
|
|
75.0%
|
||||||
Senior Secured Notes
|
2,132,576
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
1.9% - 2.2%
|
|
2.0%
|
|
|
Default Rate
|
|
2.0%
|
|
2.0%
|
||||||
|
Recovery Rate
|
|
30.0% - 70.0%
|
|
65.2%
|
||||||
Senior Secured and Subordinated Notes
|
7,026,422
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Liabilities of Consolidated VIEs
|
9,994,147
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
135,511
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.5% - 18.5%
|
|
15.3%
|
|
Total Financial Liabilities
|
$
|
10,129,658
|
|
|
|
|
|
|
|
|
|
(1)
|
The following table summarizes a look-through of the Company’s Level III investments by valuation methodology of the underlying securities held by AAA Investments:
|
(2)
|
These securities are valued using broker quotes.
|
(3)
|
Represents the investment by AAA Investments in Athene, which is valued using a discounted cash flow model. The unobservable inputs and respective ranges used in the discounted cash flow model are the same as noted for the Athene and AAA Management Fee Derivatives in the table above.
|
(4)
|
Balances include other assets, liabilities and general partner interests of AAA Investments. Balance at
December 31, 2013
is primarily comprised of net assets allocated to the general partner of
$102.1 million
less
$89.0 million
in note receivable from an affiliate. Carrying values approximate fair value for other assets and liabilities (except for the note receivable from an affiliate) and, accordingly, extended valuation procedures are not required. The note receivable from an affiliate is a level III asset valued using a discounted cash flow model. The unobservable inputs and respective ranges used in the discounted cash flow model are the same as noted for the Athene and AAA Management Fee Derivatives in the table above.
|
|
As of December 31, 2012
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds:
|
|
|
|
|
|
|
|
|
|
||
AAA Investments
(1)
|
$
|
1,666,448
|
|
|
Net Asset Value
|
|
N/A
|
|
N/A
|
|
N/A
|
Apollo Senior Loan Fund
|
590
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments in HFA and Other
|
50,311
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Athene and AAA Management Fee Derivatives
|
2,126
|
|
|
Discounted Cash Flows
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
|
|
Implied Multiple
|
|
1.23x
|
|
1.23x
|
|||||
Investments of Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
Bank Debt Term Loans
|
67,920
|
|
|
Discounted Cash Flow
Comparable Yields |
|
Discount Rate
|
|
11.8%-25.2%
|
|
16.3%
|
|
Stocks
|
3,624
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
6.63x
|
|
6.63x
|
|
Corporate loans/ bonds
|
1,571,921
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
1,643,465
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
3,362,940
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Notes
|
$
|
195,357
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
17.0%
|
|
17.0%
|
Default Rate
|
|
1.5%-4.0%
|
|
2.4%
|
|||||||
Recovery Rate
|
|
80.0%
|
|
80.0%
|
|||||||
Senior Secured Notes
|
2,066,250
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
1.65%-1.95%
|
|
1.8%
|
|
Default Rate
|
|
2.0%
|
|
2.0%
|
|||||||
Recovery Rate
|
|
30.0%-60.0%
|
|
59.9%
|
|||||||
Senior Secured and Subordinated Notes
|
9,573,348
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
11,834,955
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
142,219
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.0%-11.6%
|
|
9.4%
|
|
Total
|
$
|
11,977,174
|
|
|
|
|
|
|
|
|
|
(1)
|
The following table summarizes a look-through of the Company’s Level III investments by valuation methodology of the underlying securities held by AAA Investments:
|
(2)
|
These securities are valued using broker quotes.
|
(3)
|
Represents the investment by AAA Investments in Athene, which is valued using a discounted cash flow model. The unobservable inputs and respective ranges used in the discounted cash flow model are the same as noted for the Athene and AAA Management Fee Derivatives in the table above.
|
(4)
|
Balances include other assets, liabilities and general partner interests of AAA Investments. Balance at
December 31, 2012
is primarily comprised of
$113.3 million
in notes receivable from an affiliate less the portion of AAA investments net assets allocated to the general partner of
$70.0 million
. Carrying values approximate fair value for other assets and liabilities(except for the note receivable from affiliate) and, accordingly, extended valuation procedures are not required. The note receivable from affiliate is a level III investment valued using a discounted cash flow model. The unobservable inputs and respective ranges used in the discounted cash flow model are the same as noted for the Athene and AAA Management Fee Derivatives in the table above.
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
(1)
|
$
|
38,649
|
|
|
$
|
38,246
|
|
|
$
|
36,946
|
|
|
$
|
35,020
|
|
|
$
|
31,416
|
|
|
$
|
53,138
|
|
|
$
|
233,415
|
|
Other long-term obligations
(2)
|
6,447
|
|
|
929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,376
|
|
|||||||
2013 AMH Credit Facilities - Term Facility
(3)
|
10,259
|
|
|
10,259
|
|
|
10,259
|
|
|
10,259
|
|
|
10,259
|
|
|
750,513
|
|
|
801,808
|
|
|||||||
2013 AMH Credit Facilities - Revolver Facility
(4)
|
625
|
|
|
625
|
|
|
625
|
|
|
625
|
|
|
625
|
|
|
31
|
|
|
3,156
|
|
|||||||
Obligations as of December 31, 2013
|
$
|
55,980
|
|
|
$
|
50,059
|
|
|
$
|
47,830
|
|
|
$
|
45,904
|
|
|
$
|
42,300
|
|
|
$
|
803,682
|
|
|
$
|
1,045,755
|
|
(1)
|
The Company has entered into sublease agreements and is expected to contractually receive approximately $11.2
|
(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)
|
$750 million of the outstanding Term Facility matures in January 2019. The interest rate on the
$750 million
Term Facility as of December 31, 2013 was
1.37%
. See note
14
of the consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.
|
(4)
|
The commitment fee as of December 31, 2013 on the
$500 million
undrawn Revolver Facility was
0.125%
. See note
14
of the consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.
|
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, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. 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. See note 5 of our consolidated financial statements for the contractual maturities for the debt of the consolidated VIEs.
|
Fund
|
Apollo and
Affiliates
Commitments
|
|
% of Total
Fund
Commitments
|
|
Apollo Only
(Excluding
Affiliates)
Commitments
|
|
Apollo Only
(Excluding
Affiliates)
% of
Total Fund
Commitments
|
|
Apollo and
Affiliates
Remaining
Commitments
|
|
Apollo Only
(Excluding
Affiliates)
Remaining
Commitments
|
|
||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VIII
|
$
|
1,543.5
|
|
(1)(2)
|
8.4
|
|
|
$
|
612.5
|
|
|
3.33
|
|
|
$
|
1,525.2
|
|
(1)(2)
|
$
|
607.9
|
|
|
Fund VII
|
467.2
|
|
(1)
|
3.18
|
|
|
177.8
|
|
|
1.21
|
|
|
112.5
|
|
(1)
|
41.4
|
|
|
||||
Fund VI
|
246.2
|
|
|
2.43
|
|
|
6.1
|
|
|
0.06
|
|
|
9.7
|
|
|
0.2
|
|
|
||||
Fund V
|
100.0
|
|
|
2.67
|
|
|
0.5
|
|
|
0.01
|
|
|
6.3
|
|
|
—
|
|
(3)
|
||||
Fund IV
|
100.0
|
|
|
2.78
|
|
|
0.2
|
|
|
0.01
|
|
|
0.5
|
|
|
—
|
|
(3)
|
||||
Fund III
|
100.6
|
|
|
6.71
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
||||
ANRP
|
426.1
|
|
(1)(2)
|
32.21
|
|
|
10.1
|
|
|
0.76
|
|
|
293.0
|
|
(1)(2)
|
7.1
|
|
|
||||
AION
|
137.6
|
|
(2)
|
36.61
|
|
|
37.6
|
|
|
10.00
|
|
|
113.0
|
|
(2)
|
30.7
|
|
|
||||
APC
|
158.4
|
|
|
70.56
|
|
|
0.1
|
|
|
0.04
|
|
|
86.1
|
|
|
0.1
|
|
|
||||
Apollo Rose, L.P.
|
215.7
|
|
(2)(4)
|
100
|
|
|
—
|
|
|
—
|
|
|
88.3
|
|
(2)(4)
|
—
|
|
|
||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EPF I
(5)
|
369.2
|
|
(1)(6)
|
20.74
|
|
|
24.3
|
|
|
1.37
|
|
|
64.1
|
|
(1)(7)
|
5.8
|
|
|
||||
EPF II
(5)
|
415.2
|
|
(1)(2)
|
11.34
|
|
|
69.1
|
|
|
1.89
|
|
|
286.1
|
|
(1)(2)
|
49.6
|
|
|
||||
SOMA
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
COF I
|
450.7
|
|
(9)
|
30.35
|
|
|
29.7
|
|
|
2.00
|
|
|
237.4
|
|
(9)
|
4.2
|
|
|
||||
COF II
|
30.5
|
|
|
1.93
|
|
|
23.4
|
|
|
1.48
|
|
|
0.8
|
|
|
0.6
|
|
|
||||
COF III
|
296.2
|
|
(2)
|
34.14
|
|
|
21.2
|
|
|
2.44
|
|
|
205.2
|
|
(2)
|
14.7
|
|
|
||||
ACLF
(10)
|
23.9
|
|
|
2.43
|
|
|
23.9
|
|
|
2.43
|
|
|
19.3
|
|
|
19.3
|
|
|
||||
Palmetto
(11)
|
18.0
|
|
|
1.19
|
|
|
18.0
|
|
|
1.19
|
|
|
7.6
|
|
|
7.6
|
|
|
||||
AIE II
(5)
|
8.9
|
|
|
3.15
|
|
|
5.5
|
|
|
1.94
|
|
|
0.9
|
|
|
0.5
|
|
|
||||
ESDF
|
50.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
FCI
|
150.5
|
|
|
26.93
|
|
|
—
|
|
|
—
|
|
|
72.8
|
|
|
—
|
|
|
||||
FCI II
|
169.8
|
|
|
16.95
|
|
|
—
|
|
|
—
|
|
|
164.4
|
|
|
—
|
|
|
||||
Franklin Fund
|
9.9
|
|
|
9.09
|
|
|
9.9
|
|
|
9.09
|
|
|
—
|
|
|
—
|
|
|
||||
Apollo/Palmetto Loan Portfolio, L.P.
|
300.0
|
|
(1)
|
100.00
|
|
|
—
|
|
|
—
|
|
|
85.0
|
|
(1)
|
—
|
|
|
||||
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
|
200.0
|
|
(1)
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
—
|
|
|
||||
AESI
(5)
|
4.8
|
|
|
0.99
|
|
|
4.8
|
|
|
0.99
|
|
|
2.0
|
|
|
2.0
|
|
|
||||
AEC
|
7.3
|
|
|
2.50
|
|
|
3.2
|
|
|
1.08
|
|
|
2.5
|
|
|
1.1
|
|
|
||||
ACSP
|
15.0
|
|
|
2.44
|
|
|
15.0
|
|
|
2.44
|
|
|
8.7
|
|
|
8.7
|
|
|
||||
Apollo SK Strategic Investments, L.P.
|
2.0
|
|
|
0.99
|
|
|
2.0
|
|
|
0.99
|
|
|
0.5
|
|
|
0.5
|
|
|
||||
Stone Tower Structured Credit Recovery Master Fund II, Ltd.
|
8.1
|
|
|
7.75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Stone Tower Credit Solutions Master Fund, Ltd.
|
0.9
|
|
|
0.83
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
||||
Stone Tower Credit Strategies Master Fund, Ltd.
|
9.5
|
|
|
11.68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Apollo Zeus Strategic Investments, L.P. ("Zeus")
|
14
|
|
|
3.38
|
|
|
14
|
|
|
3.38
|
|
|
12.3
|
|
|
12.3
|
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
AGRE U.S. Real Estate Fund, L.P.
|
632.2
|
|
(1)(2)
|
72.95
|
|
|
16.5
|
|
|
1.90
|
|
|
339.3
|
|
(1)(2)
|
5.0
|
|
|
||||
BEA/ AGRE China Real Estate Fund, L.P.
|
0.5
|
|
|
1.03
|
|
|
0.5
|
|
|
1.03
|
|
|
0.4
|
|
|
0.4
|
|
|
||||
AGRE Asia Co-Invest I Limited
|
50.0
|
|
(2)
|
100.00
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
(2)
|
—
|
|
|
||||
CAI Strategic European Real Estate Ltd.
|
19.9
|
|
(12)
|
92.13
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
||||
CPI Capital Partners North America
|
7.6
|
|
|
1.27
|
|
|
2.1
|
|
|
0.35
|
|
|
0.6
|
|
|
0.2
|
|
|
||||
CPI Capital Partners Europe
(5)
|
7.5
|
|
|
0.47
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
||||
CPI Capital Partners Asia Pacific
|
6.9
|
|
|
0.53
|
|
|
0.5
|
|
|
0.04
|
|
|
0.3
|
|
|
—
|
|
|
||||
London Prime Apartments Guernsey Holdings Limited (Guernsey)
(13)
|
18.8
|
|
|
7.80
|
|
|
0.6
|
|
|
0.23
|
|
|
8.7
|
|
|
0.3
|
|
|
||||
2012 CMBS I Fund, L.P.
|
88.2
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
2012 CMBS II Fund, L.P.
|
93.5
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
2011 A4 Fund, L.P.
|
234.7
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
AGRE CMBS Fund, L.P.
|
418.8
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo SPN Investments I, L.P.
|
27.8
|
|
|
0.92
|
|
|
27.8
|
|
|
0.92
|
|
|
23.5
|
|
|
23.5
|
|
|
||||
Total
|
$
|
7,656.1
|
|
|
|
|
$
|
1,156.9
|
|
|
|
|
$
|
3,833.7
|
|
|
$
|
843.7
|
|
|
(1)
|
As of
December 31, 2013
, Palmetto had commitments and remaining commitment amounts in Fund VII of $110.0 million and $25.6 million, respectively, ANRP of $150.0 million and $103.0 million, respectively, Apollo/Palmetto Loan Portfolio, L.P. of $300.0 million and $85.0 million, respectively, Apollo/Palmetto Short-Maturity Loan Portfolio, L.P. of $200.0 million and $0.0 million, respectively, AGRE U.S. Real Estate Fund, L.P. of $300 million and $216.6 million, respectively, EPF I of $145.6 million and $24.0 million, respectively, EPF II of $75.0 million and $51.2 million, respectively, and Fund VIII of $81.0 million and $79.7 million, respectively. Figures for AGRE U.S. Real Estate Fund, L.P. include Base, Additional, and Co-Invest commitments. A co-invest entity within AGRE U.S. Real Estate Fund, L.P. is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.66 as of
December 31, 2013
.
|
(2)
|
As of December 31, 2013, Apollo SPN Investments I, L.P. had commitments and remaining commitment amounts in AGRE U.S. Real Estate Fund, L.P. of $150.0 million and $58.0 million, respectively, AGRE Asia Co-Invest I Limited of $50.0 million and $35.9 million, respectively, AION of $100.0 million and $82.3 million, respectively, ANRP of $200.0 million and $137.5 million,
|
(3)
|
As of
December 31, 2013
, Apollo had an immaterial amount of remaining commitments in Fund IV and Fund V. Accordingly, presentation of such remaining commitments was not deemed meaningful for inclusion in the table above.
|
(4)
|
Of the total commitment and remaining commitment amounts in Apollo Rose, SOMA had $23.5 million and $9.6 million, respectively, and AESI had $23.5 million and $9.6 million respectively.
|
(5)
|
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.37
as of
December 31, 2013
.
|
(6)
|
Of the total remaining commitment amount in EPF I, AAA Investments (Other), L.P., SOMA and Palmetto have approximately €9.0 million, €12.3 million and €17.4 million, respectively.
|
(7)
|
Of the total commitment amount in EPF I, AAA Investments (Other), L.P., SOMA and Palmetto have approximately €54.5 million, €75.0 million and €106.0 million, respectively.
|
(8)
|
Apollo and affiliated investors must maintain an aggregate capital balance in an amount not less than 1% of total capital account balances of the partnership. As of
December 31, 2013
, Apollo and affiliated investors’ capital balances exceeded the 1% requirement and therefore they are not required to fund a capital commitment.
|
(9)
|
As of
December 31, 2013
, SOMA had commitments and remaining commitment amounts in COF I of $250.0 million and $202.0 million, respectively.
|
(10)
|
As of
December 31, 2013
, the general partner of ACLF Co-Invest, a co-investment vehicle that invests alongside ACLF, had committed an immaterial amount to ACLF Co-Invest. Accordingly, presentation of such commitment was not deemed meaningful for inclusion in the table above.
|
(11)
|
As of
December 31, 2013
, commitments in Palmetto also included commitments related to Apollo Palmetto Athene Partnership, L.P.
|
(12)
|
As of December 31, 2013, EPF I had commitments and remaining commitment amounts in CAI Strategic European Real Estate of €7.5 million and €1.4 million, respectively.
|
(13)
|
Apollo’s commitment in these investments is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to
$1.66
as of
December 31, 2013
.
|
|
As of
December 31, 2013 |
||
Private Equity Funds:
|
|
||
Fund VII
|
$
|
2,197,158
|
|
Fund VI
|
1,495,767
|
|
|
Fund V
|
81,218
|
|
|
Fund IV
|
7,647
|
|
|
AAA/Other
|
228,909
|
|
|
Total Private Equity Funds
|
4,010,699
|
|
|
Credit Funds:
|
|
||
U.S. Performing Credit
|
445,465
|
|
|
Structured Credit
|
63,429
|
|
|
European Credit Funds
|
73,800
|
|
|
Non-Performing Loans
|
189,113
|
|
|
Opportunistic Credit
|
60,874
|
|
|
Total Credit Funds
|
832,681
|
|
|
Real Estate Funds:
|
|
||
CPI Funds
|
4,755
|
|
|
AGRE U.S. Real Estate Fund, L.P.
|
5,631
|
|
|
Other
|
4,831
|
|
|
Total Real Estate Funds
|
15,217
|
|
|
Total
|
$
|
4,858,597
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.
|
•
|
Our credit funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.
|
•
|
capital commitments to an Apollo fund;
|
•
|
capital invested in an Apollo fund;
|
•
|
the gross, net or adjusted asset value of an Apollo fund, as defined; or
|
•
|
as otherwise defined in the respective agreements.
|
•
|
the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;
|
•
|
whether such performance criteria are annual or over the life of the fund;
|
•
|
to the extent applicable, the previous performance of each fund in relation to its performance criteria; and
|
•
|
whether each funds’ carried interest income is subject to contingent repayment.
|
•
|
Management fees from the funds in our credit segment are based on the net asset value of the relevant fund, gross assets, capital commitments or invested capital, each as defined in the respective management agreements. Changes in the fair values of the investments in credit funds that earn management fees based on net asset value or gross assets will have a direct impact on the amount of management fees that are earned. Management fees earned from our credit segment on a segment basis that were dependent upon estimated fair value during the years ended December 31, 2013 and 2012 would decrease by approximately $21.3 million and $11.9 million, respectively, if the fair values of the investments held by such funds were 10% lower during the same respective periods. By contrast, a 10% increase in fair value would increase management fees for the years ended December 31, 2013 and 2012 by approximately $21.0 million and $9.8 million, respectively.
|
•
|
Management fees for our private equity funds, excluding AAA, range from 0.65% to 1.50% and are charged on either (a) a fixed percentage of committed capital over a stated investment period or (b) a fixed percentage of invested capital of unrealized portfolio investments. Changes in values of investments could indirectly affect future management fees from private equity funds by, among other things, reducing the funds’ access to capital or liquidity and their ability to currently pay the management fees or if such change resulted in a write-down of investments below their associated invested capital.
|
•
|
Other income, net earned from derivative contracts related to the amended services contract with Athene and Athene Life Re Ltd. and the Amended AAA Services Agreement would decrease by approximately $8.5 million and $0.0 million for the years ended December 31, 2013 and 2012, respectively, if the fair value of the accrued notional shares of Athene Holding Ltd. decreased by 10% during the same respective periods. By contrast, a 10% increase in fair value of the accrued notional shares of Athene Holding Ltd. would increase other income, net for the years ended December 31, 2013 and 2012 by approximately $8.5 million and $0.0 million, respectively.
|
•
|
Carried interest income from most of our credit funds, which are quantified in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Segment Analysis,” are impacted directly by changes in the fair value of their investments. Carried interest income from most of our credit funds generally is earned based on achieving specified performance criteria. We anticipate that a 10% decline in the fair values of investments held by all of the credit funds at December 31, 2013 and 2012 would decrease carried interest income on a segment basis for the years ended December 31, 2013 and 2012 by approximately $203.7 million and $289.4 million, respectively. Additionally, the changes to carried interest income from most of our credit funds assume there is no loss in the fund for the relevant period. If the fund had a loss for the period, no carried interest income would be earned by us. By contrast, a 10% increase in fair value would increase carried interest income on a segment basis for the years ended December 31, 2013 and 2012 by approximately $240.1 million and $256.6 million, respectively.
|
•
|
Carried interest income from private equity funds generally is earned based on achieving specified performance criteria and is impacted by changes in the fair value of their fund investments. We anticipate that a 10% decline in the fair values of investments held by all of the private equity funds at December 31, 2013 and 2012 would decrease carried interest income on a segment basis for the years ended December 31, 2013 and 2012 by $524.8 million and $848.4 million, respectively. The effects on private equity fees and income assume that a decrease in value does not cause a permanent write-down of investments below their associated invested capital. By contrast, a 10% increase in fair value would increase carried interest income on a segment basis for the years ended December 31, 2013 and 2012 by $484.5 million and $789.2 million, respectively.
|
•
|
Carried interest income from real estate funds generally is earned based on achieving specified performance criteria and is impacted by changes in the fair value of their fund investments. We anticipate that a 10% decline in the fair values of investments held by all of the real estate funds at December 31, 2013 and 2012 would decrease carried interest income on a segment basis for the years ended December 31, 2013 and 2012 by $6.0 million and $4.4 million, respectively. The effects on real estate fees and income assume that a decrease in value does not cause a permanent write-down of investments below their associated invested capital. By contrast, a 10% increase in fair value would increase carried interest income on a segment basis for the years ended December 31, 2013 and 2012 by $16.1 million and $1.9 million, respectively.
|
•
|
For select Apollo funds, our share of investment income as a limited partner in such funds is derived from unrealized gains or losses on investments in funds included in the consolidated financial statements. For funds in which we have an interest, but are not included in our consolidated financial statements, our share of investment income is limited to our ARI and AMTG RSUs and direct investments in the funds, which ranges from 0.01% to 9.97%. A 10% decline in the fair value of investments at December 31, 2013 and 2012 would result in an approximate $39.8 million and $35.9 million decrease in investment income at the consolidated level, respectively. By contrast, a 10% increase in the fair value of investments at December 31, 2013 and 2012 would result in an approximate $39.8 million and $35.9 million increase in investment income at the consolidated level, respectively.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,078,120
|
|
|
$
|
946,225
|
|
Cash and cash equivalents held at consolidated funds
|
1,417
|
|
|
1,226
|
|
||
Restricted cash
|
9,199
|
|
|
8,359
|
|
||
Investments
|
2,393,883
|
|
|
2,138,096
|
|
||
Assets of consolidated variable interest entities:
|
|
|
|
||||
Cash and cash equivalents
|
1,095,170
|
|
|
1,682,696
|
|
||
Investments, at fair value
|
14,126,362
|
|
|
12,689,535
|
|
||
Other assets
|
280,718
|
|
|
299,978
|
|
||
Carried interest receivable
|
2,287,075
|
|
|
1,878,256
|
|
||
Due from affiliates
|
317,247
|
|
|
173,312
|
|
||
Fixed assets, net
|
40,251
|
|
|
53,452
|
|
||
Deferred tax assets
|
660,199
|
|
|
542,208
|
|
||
Other assets
|
44,170
|
|
|
36,765
|
|
||
Goodwill
|
49,243
|
|
|
48,894
|
|
||
Intangible assets, net
|
94,927
|
|
|
137,856
|
|
||
Total Assets
|
$
|
22,477,981
|
|
|
$
|
20,636,858
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
38,159
|
|
|
$
|
38,337
|
|
Accrued compensation and benefits
|
41,711
|
|
|
56,125
|
|
||
Deferred revenue
|
279,479
|
|
|
252,157
|
|
||
Due to affiliates
|
595,371
|
|
|
477,451
|
|
||
Profit sharing payable
|
992,240
|
|
|
857,724
|
|
||
Debt
|
750,000
|
|
|
737,818
|
|
||
Liabilities of consolidated variable interest entities:
|
|
|
|
||||
Debt, at fair value
|
12,423,962
|
|
|
11,834,955
|
|
||
Other liabilities
|
605,063
|
|
|
634,053
|
|
||
Other liabilities
|
63,274
|
|
|
44,855
|
|
||
Total Liabilities
|
15,789,259
|
|
|
14,933,475
|
|
||
Commitments and Contingencies (see note 18)
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
||||
Class A shares, no par value, unlimited shares authorized, 146,280,784 shares and 130,053,993 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively
|
—
|
|
|
—
|
|
||
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at December 31, 2013 and December 31, 2012
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
2,624,582
|
|
|
3,043,334
|
|
||
Accumulated deficit
|
(1,568,487
|
)
|
|
(2,142,020
|
)
|
||
Appropriated partners’ capital
|
1,581,079
|
|
|
1,765,360
|
|
||
Accumulated other comprehensive income
|
95
|
|
|
144
|
|
||
Total Apollo Global Management, LLC shareholders’ equity
|
2,637,269
|
|
|
2,666,818
|
|
||
Non-Controlling Interests in consolidated entities
|
2,669,730
|
|
|
1,893,212
|
|
||
Non-Controlling Interests in Apollo Operating Group
|
1,381,723
|
|
|
1,143,353
|
|
||
Total Shareholders’ Equity
|
6,688,722
|
|
|
5,703,383
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
22,477,981
|
|
|
$
|
20,636,858
|
|
APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
(dollars in thousands, except share data)
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advisory and transaction fees from affiliates, net
|
$
|
196,562
|
|
|
$
|
149,544
|
|
|
$
|
81,953
|
|
Management fees from affiliates
|
674,634
|
|
|
580,603
|
|
|
487,559
|
|
|||
Carried interest income (loss) from affiliates
|
2,862,375
|
|
|
2,129,818
|
|
|
(397,880
|
)
|
|||
Total Revenues
|
3,733,571
|
|
|
2,859,965
|
|
|
171,632
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Compensation and benefits:
|
|
|
|
|
|
||||||
Equity-based compensation
|
126,227
|
|
|
598,654
|
|
|
1,149,753
|
|
|||
Salary, bonus and benefits
|
294,753
|
|
|
274,574
|
|
|
251,095
|
|
|||
Profit sharing expense
|
1,173,255
|
|
|
872,133
|
|
|
(60,070
|
)
|
|||
Total Compensation and Benefits
|
1,594,235
|
|
|
1,745,361
|
|
|
1,340,778
|
|
|||
Interest expense
|
29,260
|
|
|
37,116
|
|
|
40,850
|
|
|||
Professional fees
|
83,407
|
|
|
64,682
|
|
|
59,277
|
|
|||
General, administrative and other
|
98,202
|
|
|
87,961
|
|
|
75,558
|
|
|||
Placement fees
|
42,424
|
|
|
22,271
|
|
|
3,911
|
|
|||
Occupancy
|
39,946
|
|
|
37,218
|
|
|
35,816
|
|
|||
Depreciation and amortization
|
54,241
|
|
|
53,236
|
|
|
26,260
|
|
|||
Total Expenses
|
1,941,715
|
|
|
2,047,845
|
|
|
1,582,450
|
|
|||
Other Income:
|
|
|
|
|
|
||||||
Net gains (losses) from investment activities
|
330,235
|
|
|
288,244
|
|
|
(129,827
|
)
|
|||
Net gains (losses) from investment activities of consolidated variable interest entities
|
199,742
|
|
|
(71,704
|
)
|
|
24,201
|
|
|||
Income from equity method investments
|
107,350
|
|
|
110,173
|
|
|
13,923
|
|
|||
Interest income
|
12,266
|
|
|
9,693
|
|
|
4,731
|
|
|||
Other income, net
|
40,114
|
|
|
1,964,679
|
|
|
205,520
|
|
|||
Total Other Income
|
689,707
|
|
|
2,301,085
|
|
|
118,548
|
|
|||
Income (loss) before income tax provision
|
2,481,563
|
|
|
3,113,205
|
|
|
(1,292,270
|
)
|
|||
Income tax provision
|
(107,569
|
)
|
|
(65,410
|
)
|
|
(11,929
|
)
|
|||
Net Income (Loss)
|
2,373,994
|
|
|
3,047,795
|
|
|
(1,304,199
|
)
|
|||
Net (income) loss attributable to Non-controlling Interests
|
(1,714,603
|
)
|
|
(2,736,838
|
)
|
|
835,373
|
|
|||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
659,391
|
|
|
$
|
310,957
|
|
|
$
|
(468,826
|
)
|
Distributions Declared per Class A Share
|
$
|
3.95
|
|
|
$
|
1.35
|
|
|
$
|
0.83
|
|
Net Income Per Class A Share:
|
|
|
|
|
|
||||||
Net Income (Loss) Available to Class A Share – Basic
|
$
|
4.06
|
|
|
$
|
2.06
|
|
|
$
|
(4.18
|
)
|
Net Income (Loss) Available to Class A Share –Diluted
|
$
|
4.03
|
|
|
$
|
2.06
|
|
|
$
|
(4.18
|
)
|
Weighted Average Number of Class A Shares – Basic
|
139,173,386
|
|
|
127,693,489
|
|
|
116,364,110
|
|
|||
Weighted Average Number of Class A Shares – Diluted
|
142,214,350
|
|
|
129,540,377
|
|
|
116,364,110
|
|
APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
(dollars in thousands, except share data)
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net Income (Loss)
|
$
|
2,373,994
|
|
|
$
|
3,047,795
|
|
|
$
|
(1,304,199
|
)
|
Other Comprehensive Income, net of tax:
|
|
|
|
|
|
||||||
Net unrealized gain on interest rate swaps (net of taxes of $0, $410, and $855 for Apollo Global Management, LLC and $0 for Non-Controlling Interests in Apollo Operating Group for the years ended December 31, 2013, 2012, and 2011, respectively)
|
—
|
|
|
2,653
|
|
|
6,728
|
|
|||
Net loss on available-for-sale securities (from equity method investment)
|
(8
|
)
|
|
(11
|
)
|
|
(225
|
)
|
|||
Total Other Comprehensive (Loss) Income, net of tax
|
(8
|
)
|
|
2,642
|
|
|
6,503
|
|
|||
Comprehensive Income (Loss)
|
2,373,986
|
|
|
3,050,437
|
|
|
(1,297,696
|
)
|
|||
Comprehensive (Income) Loss attributable to Non-Controlling Interests
|
(1,564,710
|
)
|
|
(922,172
|
)
|
|
1,032,502
|
|
|||
Comprehensive Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
809,276
|
|
|
$
|
2,128,265
|
|
|
$
|
(265,194
|
)
|
|
Apollo Global Management, LLC Shareholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Shares
|
|
Class B
Shares
|
|
Additional
Paid in
Capital
|
|
Accumulated
Deficit
|
|
Appropriated
Partners’
Capital
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total Apollo
Global
Management,
LLC Total
Shareholders’
Equity
|
|
Non-
Controlling
Interests in
Consolidated
Entities
|
|
Non-
Controlling
Interests in
Apollo
Operating
Group
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
Balance at January 1, 2011
|
97,921,232
|
|
|
1
|
|
|
$
|
2,078,890
|
|
|
$
|
(1,937,818
|
)
|
|
$
|
11,359
|
|
|
$
|
(1,529
|
)
|
|
$
|
150,902
|
|
|
$
|
1,888,224
|
|
|
$
|
1,042,293
|
|
|
$
|
3,081,419
|
|
Issuance of Class A Shares
|
21,500,000
|
|
|
—
|
|
|
382,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
382,488
|
|
|
—
|
|
|
—
|
|
|
382,488
|
|
||||||||
Dilution impact of issuance Class A shares
|
—
|
|
|
—
|
|
|
132,709
|
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
|
132,353
|
|
|
—
|
|
|
(127,096
|
)
|
|
5,257
|
|
||||||||
Capital increase related to equity based compensation
|
—
|
|
|
—
|
|
|
451,543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
451,543
|
|
|
—
|
|
|
696,361
|
|
|
1,147,904
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(115,139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115,139
|
)
|
|
(349,509
|
)
|
|
(199,199
|
)
|
|
(663,847
|
)
|
||||||||
Distributions related to deliveries of Class A shares for RSUs
|
4,631,906
|
|
|
—
|
|
|
11,680
|
|
|
(17,081
|
)
|
|
—
|
|
|
—
|
|
|
(5,401
|
)
|
|
—
|
|
|
—
|
|
|
(5,401
|
)
|
||||||||
Repurchase for net settlement of Class A shares
|
(130,096
|
)
|
|
—
|
|
|
—
|
|
|
(2,472
|
)
|
|
—
|
|
|
—
|
|
|
(2,472
|
)
|
|
—
|
|
|
—
|
|
|
(2,472
|
)
|
||||||||
Non-cash distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,176
|
)
|
|
—
|
|
|
(3,176
|
)
|
||||||||
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities
|
—
|
|
|
—
|
|
|
(6,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,524
|
)
|
|
6,524
|
|
|
—
|
|
|
—
|
|
||||||||
Satisfaction of liability related to AAA RDUs
|
—
|
|
|
—
|
|
|
3,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,845
|
|
|
—
|
|
|
—
|
|
|
3,845
|
|
||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(468,826
|
)
|
|
202,235
|
|
|
—
|
|
|
(266,591
|
)
|
|
(97,296
|
)
|
|
(940,312
|
)
|
|
(1,304,199
|
)
|
||||||||
Net loss on available-for-sale securities (from equity method investment)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
(225
|
)
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
||||||||
Net unrealized gain on interest rate swaps (net of taxes of $855 and $0 for Apollo Global Management, LLC and Non-Controlling Interests in Apollo Operating Group, respectively
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,622
|
|
|
1,622
|
|
|
—
|
|
|
5,106
|
|
|
6,728
|
|
||||||||
Balance at December 31, 2011
|
123,923,042
|
|
|
1
|
|
|
$
|
2,939,492
|
|
|
$
|
(2,426,197
|
)
|
|
$
|
213,594
|
|
|
$
|
(488
|
)
|
|
$
|
726,401
|
|
|
$
|
1,444,767
|
|
|
$
|
477,153
|
|
|
$
|
2,648,321
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
1,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,589
|
|
|
—
|
|
|
—
|
|
|
1,589
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
282,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282,288
|
|
|
—
|
|
|
313,856
|
|
|
596,144
|
|
||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
551,154
|
|
|
—
|
|
|
551,154
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(203,997
|
)
|
|
—
|
|
|
(264,910
|
)
|
|
—
|
|
|
(468,907
|
)
|
|
(495,506
|
)
|
|
(335,023
|
)
|
|
(1,299,436
|
)
|
||||||||
Distributions related to deliveries of Class A shares for RSUs
|
6,130,951
|
|
|
—
|
|
|
9,090
|
|
|
(25,992
|
)
|
|
—
|
|
|
—
|
|
|
(16,902
|
)
|
|
—
|
|
|
—
|
|
|
(16,902
|
)
|
||||||||
Purchase of AAA units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102,072
|
)
|
|
—
|
|
|
(102,072
|
)
|
||||||||
Non-cash distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(788
|
)
|
|
—
|
|
|
—
|
|
|
(788
|
)
|
|
(3,605
|
)
|
|
—
|
|
|
(4,393
|
)
|
||||||||
Non-cash contribution to Non-Controlling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,547
|
|
|
—
|
|
|
2,547
|
|
||||||||
Capital increase related to business acquisition (note 3)
|
—
|
|
|
—
|
|
|
14,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,001
|
|
|
—
|
|
|
—
|
|
|
14,001
|
|
||||||||
Non-Controlling Interests in consolidated entities at acquisition date
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306,351
|
|
|
—
|
|
|
306,351
|
|
||||||||
Deconsolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,148
|
)
|
|
—
|
|
|
(46,148
|
)
|
||||||||
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities
|
—
|
|
|
—
|
|
|
(919
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(919
|
)
|
|
919
|
|
|
—
|
|
|
—
|
|
||||||||
Satisfaction of liability related to AAA RDUs
|
—
|
|
|
—
|
|
|
1,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,790
|
|
|
—
|
|
|
—
|
|
|
1,790
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
310,957
|
|
|
1,816,676
|
|
|
—
|
|
|
2,127,633
|
|
|
234,805
|
|
|
685,357
|
|
|
3,047,795
|
|
||||||||
Net loss on available-for-sale securities (from equity method investment)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||||
Net unrealized gain on interest rate swaps (net of taxes of $410 and $0 for Apollo Global Management, LLC and Non-Controlling Interests in Apollo Operating Group, respectively)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
643
|
|
|
643
|
|
|
—
|
|
|
2,010
|
|
|
2,653
|
|
||||||||
Balance at December 31, 2012
|
130,053,993
|
|
|
1
|
|
|
$
|
3,043,334
|
|
|
$
|
(2,142,020
|
)
|
|
$
|
1,765,360
|
|
|
$
|
144
|
|
|
$
|
2,666,818
|
|
|
$
|
1,893,212
|
|
|
$
|
1,143,353
|
|
|
$
|
5,703,383
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
4,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,865
|
|
|
—
|
|
|
—
|
|
|
4,865
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
104,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,935
|
|
|
—
|
|
|
19,163
|
|
|
124,098
|
|
||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
689,172
|
|
|
—
|
|
|
689,172
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(650,189
|
)
|
|
—
|
|
|
(334,215
|
)
|
|
—
|
|
|
(984,404
|
)
|
|
(159,573
|
)
|
|
(975,488
|
)
|
|
(2,119,465
|
)
|
||||||||
Distributions related to deliveries of Class A shares for RSUs
|
5,181,389
|
|
|
—
|
|
|
37,263
|
|
|
(85,858
|
)
|
|
—
|
|
|
—
|
|
|
(48,595
|
)
|
|
—
|
|
|
—
|
|
|
(48,595
|
)
|
||||||||
Purchase of AAA units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,326
|
)
|
|
—
|
|
|
(62,326
|
)
|
||||||||
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities
|
—
|
|
|
—
|
|
|
(2,226
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,226
|
)
|
|
2,226
|
|
|
—
|
|
|
—
|
|
||||||||
Satisfaction of liability related to AAA RDUs
|
—
|
|
|
—
|
|
|
1,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
||||||||
Exchange of AOG Units for Class A Shares
|
11,045,402
|
|
|
—
|
|
|
85,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,395
|
|
|
—
|
|
|
(62,996
|
)
|
|
22,399
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
659,391
|
|
|
149,934
|
|
|
—
|
|
|
809,325
|
|
|
307,019
|
|
|
1,257,650
|
|
|
2,373,994
|
|
||||||||
Net (loss) gain on available-for-sale securities (from equity method investment)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
|
—
|
|
|
41
|
|
|
(8
|
)
|
||||||||
Balance at December 31, 2013
|
146,280,784
|
|
|
1
|
|
|
$
|
2,624,582
|
|
|
$
|
(1,568,487
|
)
|
|
$
|
1,581,079
|
|
|
$
|
95
|
|
|
$
|
2,637,269
|
|
|
$
|
2,669,730
|
|
|
$
|
1,381,723
|
|
|
$
|
6,688,722
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
2,373,994
|
|
|
$
|
3,047,795
|
|
|
$
|
(1,304,199
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|||||||
Equity-based compensation
|
126,227
|
|
|
598,654
|
|
|
1,149,753
|
|
||||
Depreciation and amortization
|
11,047
|
|
|
10,226
|
|
|
11,132
|
|
||||
Amortization of intangible assets
|
43,194
|
|
|
43,010
|
|
|
15,128
|
|
||||
Amortization of debt issuance costs
|
765
|
|
|
511
|
|
|
511
|
|
||||
Unrealized losses from investment in HFA and other investments
|
12,962
|
|
|
1,316
|
|
|
5,881
|
|
||||
Non-cash interest income
|
(3,403
|
)
|
|
(3,187
|
)
|
|
(2,486
|
)
|
||||
Income (Loss) from equity awards received for directors’ fees
|
378
|
|
|
(2,536
|
)
|
|
(19
|
)
|
||||
Income from equity method investment
|
(107,350
|
)
|
|
(110,173
|
)
|
|
(13,923
|
)
|
||||
Unrealized gain on market value on derivatives
|
(10,203
|
)
|
|
—
|
|
|
—
|
|
||||
Waived management fees
|
—
|
|
|
(6,161
|
)
|
|
(23,549
|
)
|
||||
Non-cash compensation expense related to waived management fees
|
—
|
|
|
6,161
|
|
|
23,549
|
|
||||
Change in fair value of contingent obligations
|
60,826
|
|
|
25,787
|
|
|
—
|
|
||||
Excess tax benefits from share-based payment arrangements
|
(37,263
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred taxes, net
|
62,701
|
|
|
55,309
|
|
|
10,580
|
|
||||
Loss on fixed assets
|
963
|
|
|
923
|
|
|
570
|
|
||||
Gain on business acquisitions
|
—
|
|
|
(1,951,897
|
)
|
|
(196,193
|
)
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|
|||||||
Carried interest receivable
|
(408,819
|
)
|
|
(973,578
|
)
|
|
998,491
|
|
||||
Due from affiliates
|
(130,525
|
)
|
|
5,779
|
|
|
(30,241
|
)
|
||||
Other assets
|
6,250
|
|
|
(7,901
|
)
|
|
(7,019
|
)
|
||||
Accounts payable and accrued expenses
|
34,034
|
|
|
559
|
|
|
3,079
|
|
||||
Accrued compensation and benefits
|
(17,244
|
)
|
|
8,007
|
|
|
(6,128
|
)
|
||||
Deferred revenue
|
27,322
|
|
|
15,000
|
|
|
(21,934
|
)
|
||||
Due to affiliates
|
(44,223
|
)
|
|
(103,773
|
)
|
|
43,767
|
|
||||
Profit sharing payable
|
141,225
|
|
|
361,606
|
|
|
(325,229
|
)
|
||||
Other liabilities
|
(5,822
|
)
|
|
(5,052
|
)
|
|
5,778
|
|
||||
Apollo Funds related:
|
|
|
|
|
|
|||||||
Net realized (gains) losses from investment activities
|
(87,881
|
)
|
|
(77,408
|
)
|
|
11,313
|
|
||||
Net unrealized (gains) losses from investment activities
|
(309,138
|
)
|
|
(458,031
|
)
|
|
113,114
|
|
||||
Net realized gains on debt
|
(137,098
|
)
|
|
—
|
|
|
(41,819
|
)
|
||||
Net unrealized losses on debt
|
232,510
|
|
|
497,704
|
|
|
19,880
|
|
||||
Distributions from investment activities
|
66,796
|
|
|
99,675
|
|
|
30,248
|
|
||||
Cash transferred from consolidated funds
|
—
|
|
|
—
|
|
|
6,052
|
|
||||
Change in cash held at consolidated variable interest entities
|
587,526
|
|
|
(348,138
|
)
|
|
(17,400
|
)
|
||||
Purchases of investments
|
(9,841,763
|
)
|
|
(7,525,473
|
)
|
|
(1,294,477
|
)
|
||||
Proceeds from sale of investments and liquidating distributions
|
8,422,195
|
|
|
7,182,392
|
|
|
1,530,194
|
|
||||
Change in other assets
|
19,260
|
|
|
(71,921
|
)
|
|
(7,109
|
)
|
||||
Change in other liabilities
|
(64,061
|
)
|
|
(49,634
|
)
|
|
56,526
|
|
||||
Net Cash Provided by Operating Activities
|
$
|
1,025,382
|
|
|
$
|
265,551
|
|
|
$
|
743,821
|
|
|
|
|
|
|
|
|
|||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|||||||
Purchases of fixed assets
|
(7,577
|
)
|
|
(11,259
|
)
|
|
(21,285
|
)
|
||||
Acquisitions (net of cash assumed) (see note 3)
|
—
|
|
|
(99,190
|
)
|
|
(29,632
|
)
|
||||
Proceeds from disposals of fixed assets
|
2,282
|
|
|
—
|
|
|
631
|
|
||||
Purchase of investment in HFA (see note 4)
|
—
|
|
|
—
|
|
|
(52,142
|
)
|
||||
Investment in Apollo Senior Loan Fund (see note 4)
|
—
|
|
|
—
|
|
|
(26,000
|
)
|
||||
Cash contributions to equity method investments
|
(98,422
|
)
|
|
(126,917
|
)
|
|
(64,226
|
)
|
||||
Cash distributions from equity method investments
|
216,284
|
|
|
152,645
|
|
|
64,844
|
|
||||
Change in restricted cash
|
(840
|
)
|
|
(70
|
)
|
|
(1,726
|
)
|
||||
Net Cash Provided by (Used in) Investing Activities
|
$
|
111,727
|
|
|
$
|
(84,791
|
)
|
|
$
|
(129,536
|
)
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|||||||
Issuance of Class A shares
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
383,990
|
|
|
Repurchase of Class A shares related to net share settlement
|
—
|
|
|
—
|
|
|
(2,472
|
)
|
||||
Principal repayments of debt and repurchase of debt
|
(737,818
|
)
|
|
(698
|
)
|
|
(1,939
|
)
|
||||
Issuance costs
|
(7,750
|
)
|
|
—
|
|
|
(1,502
|
)
|
||||
Issuance of debt
|
750,000
|
|
|
—
|
|
|
—
|
|
||||
Satisfaction of tax receivable agreement
|
(30,403
|
)
|
|
—
|
|
|
—
|
|
||||
Satisfaction of contingent obligations
|
(67,535
|
)
|
|
—
|
|
|
—
|
|
||||
Distributions related to deliveries of Class A shares for RSUs
|
(85,858
|
)
|
|
(25,992
|
)
|
|
(17,081
|
)
|
||||
Distributions to Non-Controlling Interests in consolidated entities
|
(12,171
|
)
|
|
(8,779
|
)
|
|
(13,440
|
)
|
||||
Contributions from Non-Controlling Interests in consolidated entities
|
273
|
|
|
4,069
|
|
|
—
|
|
||||
Distributions paid
|
(584,465
|
)
|
|
(202,430
|
)
|
|
(102,598
|
)
|
||||
Distributions paid to Non-Controlling Interests in Apollo Operating Group
|
(975,488
|
)
|
|
(335,023
|
)
|
|
(199,199
|
)
|
||||
Excess tax benefits from share-based payment arrangements
|
37,263
|
|
|
—
|
|
|
—
|
|
||||
Apollo Funds related:
|
|
|
|
|
|
|||||||
Issuance of debt
|
2,747,033
|
|
|
1,413,334
|
|
|
454,356
|
|
||||
Principal repayment of debt
|
(2,218,060
|
)
|
|
(515,897
|
)
|
|
(415,869
|
)
|
||||
Purchase of AAA units
|
(62,326
|
)
|
|
(102,072
|
)
|
|
—
|
|
||||
Distributions paid
|
(334,215
|
)
|
|
(264,910
|
)
|
|
—
|
|
||||
Distributions paid to Non-Controlling Interests in consolidated variable interest entities
|
(147,402
|
)
|
|
(486,727
|
)
|
|
(308,785
|
)
|
||||
Contributions from Non-Controlling Interests in consolidated variable interest entities
|
688,899
|
|
|
547,085
|
|
|
—
|
|
||||
Distributions to Non Controlling Interests in consolidated entities
|
—
|
|
|
—
|
|
|
(27,284
|
)
|
||||
Subscriptions received in advance
|
35,000
|
|
|
—
|
|
|
—
|
|
||||
Net Cash (Used in) Provided by Financing Activities
|
$
|
(1,005,023
|
)
|
|
$
|
21,960
|
|
|
$
|
(251,823
|
)
|
|
Net Increase in Cash and Cash Equivalents
|
132,086
|
|
|
202,720
|
|
|
362,462
|
|
||||
Cash and Cash Equivalents, Beginning of Period
|
947,451
|
|
|
744,731
|
|
|
382,269
|
|
||||
Cash and Cash Equivalents, End of Period
|
$
|
1,079,537
|
|
|
$
|
947,451
|
|
|
$
|
744,731
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|||||||
Interest paid
|
$
|
43,760
|
|
|
$
|
49,590
|
|
|
$
|
49,296
|
|
|
Interest paid by consolidated variable interest entities
|
120,149
|
|
|
116,392
|
|
|
20,892
|
|
||||
Income taxes paid
|
9,233
|
|
|
7,128
|
|
|
10,732
|
|
||||
Supplemental Disclosure of Non-Cash Investing Activities:
|
|
|
|
|
|
|||||||
Non-cash contributions on equity method investments
|
$
|
—
|
|
|
$
|
4,866
|
|
|
$
|
9,847
|
|
|
Non-cash distributions from equity method investments
|
(1,303
|
)
|
|
(2,807
|
)
|
|
(703
|
)
|
||||
Transfer of fixed assets held-for-sale
|
6,486
|
|
|
—
|
|
|
—
|
|
||||
Non-cash sale of assets held-for-sale for repayment of CIT loan
|
—
|
|
|
—
|
|
|
(11,069
|
)
|
||||
Non-cash contributions from investing activities
|
—
|
|
|
—
|
|
|
3,176
|
|
||||
Change in accrual for purchase of fixed assets
|
—
|
|
|
(659
|
)
|
|
967
|
|
||||
Supplemental Disclosure of Non-Cash Financing Activities:
|
|
|
|
|
|
|||||||
Non-cash distributions
|
$
|
—
|
|
|
$
|
(788
|
)
|
|
$
|
—
|
|
|
Declared and unpaid distributions
|
(65,724
|
)
|
|
(1,567
|
)
|
|
(12,541
|
)
|
||||
Non-cash distributions to Non-Controlling Interests in consolidated entities
|
—
|
|
|
(3,605
|
)
|
|
(3,176
|
)
|
||||
Non-cash contributions from Non-Controlling Interests in Apollo Operating Group related to equity-based compensation
|
19,163
|
|
|
313,856
|
|
|
696,361
|
|
||||
Non-cash contributions from Non-Controlling Interests in consolidated entities
|
—
|
|
|
2,547
|
|
|
—
|
|
||||
Unrealized gain on interest rate swaps to Non-Controlling Interests in Apollo Operating Group, net of taxes
|
—
|
|
|
2,010
|
|
|
5,106
|
|
||||
Satisfaction of liability related to AAA RDUs
|
1,205
|
|
|
1,790
|
|
|
3,845
|
|
||||
Net transfers of AAA ownership interest to Non-Controlling Interests in consolidated entities
|
2,226
|
|
|
919
|
|
|
6,524
|
|
||||
Net transfer of AAA ownership interest from Apollo Global Management, LLC
|
(2,226
|
)
|
|
(919
|
)
|
|
(6,524
|
)
|
||||
Unrealized gain on interest rate swaps
|
—
|
|
|
1,053
|
|
|
2,477
|
|
||||
Unrealized loss on available for sale securities (from equity method investment)
|
(49
|
)
|
|
(11
|
)
|
|
(225
|
)
|
||||
Capital increases related to equity-based compensation
|
104,935
|
|
|
282,228
|
|
|
451,543
|
|
||||
Dilution impact of issuance of Class A shares
|
4,865
|
|
|
1,589
|
|
|
132,353
|
|
||||
Dilution impact of issuance of Class A shares on Non-Controlling Interests in Apollo Operating Group
|
—
|
|
|
—
|
|
|
(127,096
|
)
|
||||
Deferred tax asset related to interest rate swaps
|
—
|
|
|
(410
|
)
|
|
(855
|
)
|
||||
Tax benefits related to deliveries of Class A shares for RSUs
|
—
|
|
|
(9,090
|
)
|
|
(11,680
|
)
|
||||
Capital increase related to business acquisition
|
—
|
|
|
14,001
|
|
|
—
|
|
||||
Satisfaction of liability related to repayment on CIT
|
—
|
|
—
|
|
—
|
|
|
11,069
|
|
|||
Net Assets Transferred from Consolidated Funds
|
|
|
|
|
|
|||||||
Cash
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,052
|
|
|
Investments
|
—
|
|
|
—
|
|
|
24,213
|
|
||||
Other assets
|
—
|
|
|
—
|
|
|
609
|
|
||||
Other liabilities
|
—
|
|
|
—
|
|
|
(4,874
|
)
|
||||
Net Assets Transferred from Consolidated Variable Interest Entity:
|
|
|
|
|
|
|||||||
Cash
|
$
|
—
|
|
|
$
|
1,161,016
|
|
|
$
|
68,586
|
|
|
Investments
|
—
|
|
|
8,805,916
|
|
|
2,195,986
|
|
||||
Other assets
|
—
|
|
|
169,937
|
|
|
14,039
|
|
||||
Debt
|
—
|
|
|
(7,255,172
|
)
|
|
(2,046,157
|
)
|
||||
Other liabilities
|
—
|
|
|
(560,262
|
)
|
|
(31,959
|
)
|
||||
Non-Controlling interest in consolidated entities related to acquisition
|
—
|
|
|
260,203
|
|
|
—
|
|
||||
Adjustments related to exchange of Apollo Operating Group units:
|
|
|
|
|
|
|||||||
Deferred tax assets
|
$
|
149,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Due to affiliates
|
(126,928
|
)
|
|
—
|
|
|
—
|
|
||||
Additional paid in capital
|
(22,399
|
)
|
|
—
|
|
|
—
|
|
||||
Non-Controlling Interest in Apollo Operating Group
|
62,996
|
|
|
—
|
|
|
—
|
|
•
|
Private equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments;
|
•
|
Credit
—primarily invests in non-control corporate and structured debt instruments; and
|
•
|
Real estate
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
Tangible Assets:
|
|
||
Cash
|
$
|
6,310
|
|
Carried Interest Receivable
|
36,097
|
|
|
Due from Affiliates
|
1,642
|
|
|
Other Assets
|
2,492
|
|
|
Total assets of consolidated variable interest entities
|
10,136,869
|
|
|
Intangible Assets:
|
|
||
Management Fees Contracts
|
9,658
|
|
|
Senior Fees Contracts
|
568
|
|
|
Subordinate Fees Contracts
|
2,023
|
|
|
Carried Interest Contracts
|
85,071
|
|
|
Non-Compete Covenants
|
200
|
|
|
Fair Value of Assets Acquired
|
10,280,930
|
|
|
Liabilities Assumed:
|
|
||
Accounts payable and accrued expenses
|
3,570
|
|
|
Due to Affiliates
|
4,410
|
|
|
Other Liabilities
|
8,979
|
|
|
Total liabilities of consolidated variable interest entities
|
7,815,434
|
|
|
Fair Value of Liabilities Assumed
|
7,832,393
|
|
|
Fair Value of Net Assets Acquired
|
2,448,537
|
|
|
Less: Net assets attributable to Non-Controlling Interests in consolidated entities
|
260,203
|
|
|
Less: Fair Value of Consideration Transferred
|
237,201
|
|
|
Gain on Acquisition
|
$
|
1,951,133
|
|
|
|
|
As of
December 31, |
||||||
|
Weighted Average Useful Life in Years
|
|
2013
|
|
2012
|
||||
Management Fees contracts
|
2.2
|
|
$
|
9,658
|
|
|
$
|
9,658
|
|
Senior Fees Contracts
|
2.4
|
|
568
|
|
|
568
|
|
||
Subordinate Fees Contracts
|
2.5
|
|
2,023
|
|
|
2,023
|
|
||
Carried Interest Contracts
|
3.7
|
|
85,071
|
|
|
85,071
|
|
||
Non-Compete Covenants
|
2.0
|
|
200
|
|
|
200
|
|
||
Total Intangible Assets
|
|
|
97,520
|
|
|
97,520
|
|
||
Less: Accumulated amortization
|
|
|
(48,586
|
)
|
|
(20,456
|
)
|
||
Net Intangible Assets
|
|
|
$
|
48,934
|
|
|
$
|
77,064
|
|
|
For the Period from April 2, 2012 to
December 31, 2012
|
||
Total Revenues
|
$
|
51,719
|
|
Net Income Attributable to Non-Controlling Interest
|
$
|
(1,925,053
|
)
|
Net Income Attributable to Apollo Global Management, LLC
|
$
|
12,446
|
|
|
For the
Year Ended
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions, except for per share data)
|
||||||
Total Revenues
|
$
|
2,873,903
|
|
|
$
|
217,347
|
|
Net Income Attributable to Non-Controlling Interest
|
$
|
(739,862
|
)
|
|
$
|
(1,194,226
|
)
|
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
321,420
|
|
|
$
|
(456,112
|
)
|
Net Income (Loss) per Class A Share:
|
|
|
|
||||
Net Income (Loss) per Class A Share - Basic and Diluted
|
$
|
2.14
|
|
|
$
|
(4.07
|
)
|
Weighted Average Number of Class A Shares - Basic
|
127,693,489
|
|
|
116,364,110
|
|
||
Weighted Average Number of Class A Shares - Diluted
|
129,540,377
|
|
|
116,364,110
|
|
|
|
|
|
|
|
|
||||
|
|
|
As of December 31,
|
|
||||||
|
Weighted Average Useful Life in Years
|
|
2013
|
|
2012
|
|
||||
Management contracts
|
3.7
|
|
$
|
33,900
|
|
|
$
|
33,900
|
|
(1)
|
Less: Accumulated amortization
|
|
|
(16,562
|
)
|
|
(9,351
|
)
|
|
||
Net intangible assets
|
|
|
$
|
17,338
|
|
|
$
|
24,549
|
|
|
(1)
|
During 2012 the Company recorded a purchase price adjustment of
$1.5 million
to management contracts acquired as part of the Gulf Stream acquisition.
|
|
For the Period from October 24, 2011 to
December 31, 2011
|
||
Total Revenues
|
$
|
2,107
|
|
Net Income Attributable to Non-Controlling Interest
|
$
|
194,852
|
|
Net Income Attributable to Apollo Global Management, LLC
|
$
|
473
|
|
|
For the Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in millions, except for share data)
|
||||||
Total Revenues
|
$
|
174.9
|
|
|
$
|
2,115.7
|
|
Net (Income) Loss Attributable to Non-Controlling Interest
|
$
|
(1,097.1
|
)
|
|
$
|
652.1
|
|
Net (Loss) Income Attributable to Apollo Global Management, LLC
|
$
|
(468.7
|
)
|
|
$
|
95.9
|
|
Net (Loss) Income per Class A Share:
|
|
|
|
||||
Net (Loss) Income per Class A Share - Basic and Diluted
|
$
|
(4.18
|
)
|
|
$
|
0.84
|
|
Weighted Average Number of Class A Shares - Basic and Diluted
|
116,364,110
|
|
|
96,964,769
|
|
|
As of
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Finite-lived intangible assets/management contracts
|
$
|
240,285
|
|
|
$
|
240,020
|
|
Accumulated amortization
|
(145,358
|
)
|
|
(102,164
|
)
|
||
Intangible assets, net
|
$
|
94,927
|
|
|
$
|
137,856
|
|
|
For the Year Ended
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of year
|
$
|
137,856
|
|
|
$
|
81,846
|
|
|
$
|
64,574
|
|
Amortization expense
|
(43,194
|
)
|
|
(43,009
|
)
|
|
(15,128
|
)
|
|||
Acquisitions
|
265
|
|
|
99,019
|
|
(1)
|
32,400
|
|
|||
Balance, end of year
|
$
|
94,927
|
|
|
$
|
137,856
|
|
|
$
|
81,846
|
|
(1)
|
Includes impact of purchase price adjustments related to Gulf Stream acquisition
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of intangible assets
|
$
|
34,642
|
|
|
$
|
33,704
|
|
|
$
|
7,917
|
|
|
$
|
4,952
|
|
|
$
|
3,677
|
|
|
$
|
10,035
|
|
|
$
|
94,927
|
|
|
As of
December 31, |
||||||
|
2013
|
|
2012
|
||||
Investments, at fair value
|
$
|
2,012,027
|
|
|
$
|
1,744,412
|
|
Other investments
|
381,856
|
|
|
393,684
|
|
||
Total Investments
|
$
|
2,393,883
|
|
|
$
|
2,138,096
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||||||||||||||||||||||||
|
Fair Value
|
|
|
|
% of Net
Assets of
Consolidated
Funds
|
|
Fair Value
|
|
|
|
% of Net
Assets of
Consolidated
Funds
|
||||||||||||||||||||||||||
Investments, at
Fair Value –
Affiliates
|
Private
Equity
|
|
Credit
|
|
Total
|
|
Cost
|
|
|
Private Equity
|
|
Credit
|
|
Total
|
|
Cost
|
|
||||||||||||||||||||
Investments held by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
AAA
|
$
|
1,942,051
|
|
|
$
|
—
|
|
|
$
|
1,942,051
|
|
|
$
|
1,494,358
|
|
|
98.5
|
%
|
|
$
|
1,666,448
|
|
|
$
|
—
|
|
|
$
|
1,666,448
|
|
|
$
|
1,561,154
|
|
|
98.5
|
%
|
Apollo Senior Loan Fund
|
—
|
|
|
29,603
|
|
|
29,603
|
|
|
29,226
|
|
|
1.5
|
|
|
—
|
|
|
27,653
|
|
|
27,653
|
|
|
27,296
|
|
|
1.5
|
|
||||||||
HFA
|
—
|
|
|
39,534
|
|
|
39,534
|
|
|
61,218
|
|
|
N/A
|
|
|
—
|
|
|
48,723
|
|
|
48,723
|
|
|
57,815
|
|
|
N/A
|
|
||||||||
Other Investments
|
839
|
|
|
—
|
|
|
839
|
|
|
4,159
|
|
|
N/A
|
|
|
1,588
|
|
|
—
|
|
|
1,588
|
|
|
3,563
|
|
|
N/A
|
|
||||||||
Total
|
$
|
1,942,890
|
|
|
$
|
69,137
|
|
|
$
|
2,012,027
|
|
|
$
|
1,588,961
|
|
|
100.0
|
%
|
|
$
|
1,668,036
|
|
|
$
|
76,376
|
|
|
$
|
1,744,412
|
|
|
$
|
1,649,828
|
|
|
100.0
|
%
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||||||||||||
|
Instrument
Type
|
|
Fair Value
|
|
Cost
|
|
% of Net
Assets of
Consolidated
Funds
|
|
Instrument
Type
|
|
Fair Value
|
|
Cost
|
|
% of Net
Assets of
Consolidated
Funds
|
||||||||||
Athene Holding Ltd.
|
Equity
|
|
$
|
1,950,010
|
|
|
$
|
1,331,942
|
|
|
98.9
|
%
|
|
Equity
|
|
$
|
1,578,954
|
|
|
$
|
1,276,366
|
|
|
93.4
|
%
|
|
For the Year Ended December 31, 2013
|
||||||||||
|
Private Equity
|
|
Credit
|
|
Total
|
||||||
Realized gains on sales of investments
|
$
|
—
|
|
|
$
|
409
|
|
|
$
|
409
|
|
Change in net unrealized gains (losses) due to changes in fair values
|
342,398
|
|
|
(12,572
|
)
|
|
329,826
|
|
|||
Net Gains (Losses) from Investment Activities
|
$
|
342,398
|
|
|
$
|
(12,163
|
)
|
|
$
|
330,235
|
|
|
For the Year Ended December 31, 2012
|
||||||||||
|
Private Equity
|
|
Credit
|
|
Total
|
||||||
Realized gains on sales of investments
|
$
|
—
|
|
|
$
|
443
|
|
|
$
|
443
|
|
Change in net unrealized gains (losses) due to changes in fair values
|
288,140
|
|
|
(339
|
)
|
|
287,801
|
|
|||
Net Gains from Investment Activities
|
$
|
288,140
|
|
|
$
|
104
|
|
|
$
|
288,244
|
|
|
For the Year Ended December 31, 2011
|
||||||||||
|
Private Equity
|
|
Credit
|
|
Total
|
||||||
Change in net unrealized losses due to changes in fair values
|
$
|
(123,946
|
)
|
|
$
|
(5,881
|
)
|
|
$
|
(129,827
|
)
|
Net Losses from Investment Activities
|
$
|
(123,946
|
)
|
|
$
|
(5,881
|
)
|
|
$
|
(129,827
|
)
|
|
For the Year Ended
December 31, |
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
Investments:
|
|
|
|
|
|
|
||||||
Private Equity Funds:
|
|
|
|
|
|
|
||||||
AAA Investments
|
$
|
206
|
|
|
$
|
195
|
|
|
$
|
(55
|
)
|
|
Apollo Investment Fund IV, L.P. ("Fund IV")
|
—
|
|
|
(2
|
)
|
|
8
|
|
|
|||
Apollo Investment Fund V, L.P. (“Fund V”)
|
4
|
|
|
20
|
|
|
(9
|
)
|
|
|||
Apollo Investment Fund VI, L.P. (“Fund VI”)
|
3,708
|
|
|
3,947
|
|
|
2,090
|
|
|
|||
Apollo Investment Fund VII, L.P. (“Fund VII”)
|
69,217
|
|
|
60,576
|
|
|
10,156
|
|
|
|||
Apollo Investment Fund VIII, L.P. (“Fund VIII”)
|
(246
|
)
|
|
—
|
|
|
—
|
|
|
|||
Apollo Natural Resources Partners, L.P. (“ANRP”)
|
779
|
|
|
(71
|
)
|
|
(141
|
)
|
|
|||
AION Capital Partners Limited (“AION”)
|
(1,103
|
)
|
|
71
|
|
|
—
|
|
|
|||
Apollo Asia Private Credit Fund, L.P. (“APC”)
|
6
|
|
|
—
|
|
|
—
|
|
|
|||
Credit Funds:
|
|
|
|
|
|
|
||||||
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)
|
950
|
|
|
843
|
|
|
(793
|
)
|
|
|||
Apollo Value Investment Fund, L.P. (“VIF”)
|
10
|
|
|
19
|
|
|
(25
|
)
|
|
|||
Apollo Strategic Value Fund, L.P. (“SVF”)
|
(1
|
)
|
|
15
|
|
|
(21
|
)
|
|
|||
Apollo Credit Liquidity Fund, L.P. (“ACLF”)
|
986
|
|
|
4,219
|
|
|
(295
|
)
|
|
|||
Apollo/Artus Investors 2007-I, L.P. (“Artus”)
|
(2
|
)
|
|
1,466
|
|
|
368
|
|
|
|||
Apollo Credit Opportunity Fund I, L.P. (“COF I”)
|
6,470
|
|
|
19,731
|
|
|
2,410
|
|
|
|||
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
|
1,016
|
|
|
4,989
|
|
|
(737
|
)
|
|
|||
Apollo Credit Opportunity Fund III, L.P. ("COF III")
|
227
|
|
|
—
|
|
|
—
|
|
|
|||
Apollo European Principal Finance Fund, L.P. (“EPF I”)
|
6,201
|
|
|
3,933
|
|
|
1,729
|
|
|
|||
Apollo European Principal Finance Fund II, L.P. (“EPF II”)
|
2,256
|
|
|
568
|
|
|
—
|
|
|
|||
Apollo Investment Europe II, L.P. (“AIE II”)
|
1,924
|
|
|
1,948
|
|
|
(308
|
)
|
|
|||
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)
|
2,406
|
|
|
2,228
|
|
|
(100
|
)
|
|
|||
Apollo Senior Floating Rate Fund Inc. (“AFT”)
|
(4
|
)
|
|
14
|
|
|
(16
|
)
|
|
|||
Apollo/ JH Loan Portfolio
|
—
|
|
|
5
|
|
|
—
|
|
|
|||
Apollo Residential Mortgage, Inc. (“AMTG”)
|
193
|
|
(1)
|
1,053
|
|
(2)
|
(80
|
)
|
(3)
|
|||
Apollo European Credit, L.P. (“AEC”)
|
354
|
|
|
203
|
|
|
(10
|
)
|
|
|||
Apollo European Strategic Investments, L.P. (“AESI”)
|
580
|
|
|
576
|
|
|
21
|
|
|
|||
Apollo Centre Street Partnership, L.P. (“ACSP”)
|
964
|
|
|
433
|
|
|
—
|
|
|
|||
Apollo Investment Corporation (“AINV”)
|
4,190
|
|
(1)
|
1,761
|
|
(2)
|
—
|
|
|
|||
Apollo SK Strategic Investments, L.P. ("SK")
|
162
|
|
|
18
|
|
|
—
|
|
|
|||
Apollo SPN Investments I, L.P.
|
219
|
|
|
(10
|
)
|
|
—
|
|
|
|||
Apollo Tactical Income Fund Inc. (“AIF”)
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
|||
Apollo Franklin Partnership, L.P. ("Franklin Fund")
|
278
|
|
|
—
|
|
|
—
|
|
|
|||
Apollo Zeus Strategic Investments, L.P. ("Zeus")
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
|||
Real Estate:
|
|
|
|
|
|
|
||||||
Apollo Commercial Real Estate Finance, Inc. (“ARI”)
|
693
|
|
(1)
|
1,100
|
|
(2)
|
636
|
|
(3)
|
|||
AGRE U.S. Real Estate Fund, L.P.
|
1,981
|
|
|
(172
|
)
|
|
(79
|
)
|
|
|||
CPI Capital Partners North America LP
|
111
|
|
|
17
|
|
|
98
|
|
|
|||
CPI Capital Partners Asia Pacific, L.P.
|
37
|
|
|
72
|
|
|
71
|
|
|
|||
Apollo GSS Holding (Cayman), L.P.
|
539
|
|
|
(39
|
)
|
|
—
|
|
|
|||
BEA/AGRE China Real Estate Fund, L.P.
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
|||
Other Equity Method Investments:
|
|
|
|
|
|
|
||||||
VC Holdings, L.P. Series A (“Vantium A/B”)
|
13
|
|
|
(306
|
)
|
|
(1,860
|
)
|
|
|||
VC Holdings, L.P. Series C (“Vantium C”)
|
1,804
|
|
|
165
|
|
|
580
|
|
|
|||
VC Holdings, L.P. Series D (“Vantium D”)
|
257
|
|
|
588
|
|
|
285
|
|
|
|||
Total Income from Equity Method Investments
|
$
|
107,350
|
|
|
$
|
110,173
|
|
|
$
|
13,923
|
|
|
(1)
|
Amounts are for the twelve months ended September 30, 2013, respectively.
|
(2)
|
Amounts are for the twelve months ended September 30, 2012, respectively.
|
(3)
|
Amounts are for the twelve months ended September 30, 2011, respectively.
|
|
Equity Held as of
|
|
||||||||||||
|
December 31, 2013
|
|
% of
Ownership
|
|
December 31, 2012
|
|
% of
Ownership
|
|
||||||
Investments:
|
|
|
|
|
|
|
|
|
||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
||||||
AAA Investments
|
$
|
1,168
|
|
|
0.057
|
%
|
|
$
|
998
|
|
|
0.057
|
%
|
|
Fund IV
|
9
|
|
|
0.019
|
|
|
9
|
|
|
0.015
|
|
|
||
Fund V
|
94
|
|
|
0.020
|
|
|
173
|
|
|
0.014
|
|
|
||
Fund VI
|
9,964
|
|
|
0.103
|
|
|
9,814
|
|
|
0.094
|
|
|
||
Fund VII
|
137,960
|
|
|
1.258
|
|
|
164,773
|
|
|
1.316
|
|
|
||
Fund VIII
|
4,310
|
|
|
3.996
|
|
|
—
|
|
|
—
|
|
|
||
ANRP
|
3,735
|
|
|
0.831
|
|
|
2,355
|
|
|
0.903
|
|
|
||
AION
|
6,425
|
|
|
9.970
|
|
|
625
|
|
|
10.000
|
|
|
||
APC
|
49
|
|
|
0.046
|
|
|
17
|
|
|
0.058
|
|
|
||
Credit Funds:
|
|
|
|
|
|
|
|
|
||||||
SOMA
|
6,833
|
|
|
0.853
|
|
|
5,887
|
|
|
0.643
|
|
|
||
VIF
|
151
|
|
|
0.124
|
|
|
141
|
|
|
0.093
|
|
|
||
SVF
|
17
|
|
|
0.079
|
|
|
137
|
|
|
0.076
|
|
|
||
ACLF
|
4,559
|
|
|
3.341
|
|
|
9,281
|
|
|
2.579
|
|
|
||
Artus
|
—
|
|
|
—
|
|
|
667
|
|
|
6.156
|
|
|
||
COF I
|
10,077
|
|
|
1.850
|
|
|
39,416
|
|
|
1.924
|
|
|
||
COF II
|
5,015
|
|
|
1.428
|
|
|
19,654
|
|
|
1.429
|
|
|
||
COF III
|
6,720
|
|
|
2.450
|
|
|
—
|
|
|
—
|
|
|
||
EPF I
|
19,332
|
|
|
1.363
|
|
|
18,329
|
|
|
1.363
|
|
|
||
EPF II
|
23,212
|
|
|
1.994
|
|
|
5,337
|
|
|
1.316
|
|
|
||
AIE II
|
4,500
|
|
|
2.772
|
|
|
7,207
|
|
|
2.205
|
|
|
||
Palmetto
|
16,054
|
|
|
1.186
|
|
|
13,614
|
|
|
1.186
|
|
|
||
AFT
|
95
|
|
|
0.034
|
|
|
98
|
|
|
0.034
|
|
|
||
AMTG
(3)
|
4,015
|
|
(1)
|
0.632
|
|
(1)
|
4,380
|
|
(2)
|
0.811
|
|
(2)
|
||
AEC
|
2,482
|
|
|
1.230
|
|
|
1,604
|
|
|
1.079
|
|
|
||
AESI
|
3,732
|
|
|
0.956
|
|
|
3,076
|
|
|
0.991
|
|
|
||
ACSP
|
7,690
|
|
|
2.465
|
|
|
5,327
|
|
|
2.457
|
|
|
||
AINV
(4)
|
55,951
|
|
(1)
|
2.933
|
|
(1)
|
51,761
|
|
(2)
|
2.955
|
|
(2)
|
||
SK
|
1,714
|
|
|
0.997
|
|
|
1,002
|
|
|
0.988
|
|
|
||
Apollo SPN Investments I, L.P.
|
4,457
|
|
|
0.828
|
|
|
90
|
|
|
0.083
|
|
|
||
CION Investment Corporation
|
1,000
|
|
|
0.716
|
|
|
1,000
|
|
|
22.207
|
|
|
||
AIF
|
94
|
|
|
0.036
|
|
|
—
|
|
|
—
|
|
|
||
Franklin Fund
|
10,178
|
|
|
9.107
|
|
|
—
|
|
|
—
|
|
|
||
Zeus
|
1,678
|
|
|
3.383
|
|
|
—
|
|
|
—
|
|
|
||
Real Estate:
|
|
|
|
|
|
|
|
|
||||||
ARI
(3)
|
11,550
|
|
(1)
|
1.500
|
|
(1)
|
11,469
|
|
(2)
|
2.729
|
|
(2)
|
||
AGRE U.S. Real Estate Fund, L.P.
|
9,473
|
|
|
1.845
|
|
|
5,210
|
|
|
1.845
|
|
|
||
CPI Capital Partners North America
|
272
|
|
|
0.416
|
|
|
455
|
|
|
0.413
|
|
|
||
CPI Capital Partners Europe
|
5
|
|
|
0.001
|
|
|
5
|
|
|
0.001
|
|
|
||
CPI Capital Partners Asia Pacific
|
106
|
|
|
0.042
|
|
|
186
|
|
|
0.039
|
|
|
||
Apollo GSS Holding (Cayman), L.P.
|
3,670
|
|
|
3.460
|
|
|
2,428
|
|
|
4.621
|
|
|
||
BEA/AGRE China Real Estate Fund, L.P.
|
72
|
|
|
1.031
|
|
|
—
|
|
|
|
|
|
||
Other Equity Method Investments:
|
|
|
|
|
|
|
|
|
||||||
Vantium A/B
|
15
|
|
|
6.450
|
|
|
54
|
|
|
6.450
|
|
|
||
Vantium C
|
1,233
|
|
|
2.071
|
|
|
5,172
|
|
|
2.071
|
|
|
||
Vantium D
|
2,190
|
|
|
6.345
|
|
|
1,933
|
|
|
6.345
|
|
|
||
Total Other Investments
|
$
|
381,856
|
|
|
|
|
$
|
393,684
|
|
|
|
|
(1)
|
Amounts are as of September 30, 2013.
|
(2)
|
Amounts are as of September 30, 2012.
|
(3)
|
Investment value includes the fair value of RSUs granted to the Company as of the grant date. These amounts are not considered in the percentage of ownership until the RSUs are vested and issued to the Company, at which point the RSUs are converted to common stock and delivered to the Company.
|
(4)
|
The value of the Company’s investment in AINV was
$57,249
and
$51,351
based on the quoted market price as of
December 31, 2013
and
December 31, 2012
, respectively.
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Aggregate Totals
|
||||||||||||||||||||||||
|
As of
December 31, |
|
As of
December 31, |
|
As of
December 31, |
|
As of
December 31, |
||||||||||||||||||||||||
Balance Sheet Information
|
2013
(1)
|
|
2012
(1)(2)
|
|
2013
(1)
|
|
2012
(1)(2)
|
|
2013
(1)
|
|
2012
(1)
|
|
2013
|
|
2012
|
||||||||||||||||
Investments
|
$
|
23,539,644
|
|
|
$
|
25,925,222
|
|
|
$
|
16,043,142
|
|
|
$
|
17,060,353
|
|
|
$
|
2,260,989
|
|
|
$
|
1,912,369
|
|
|
$
|
41,843,775
|
|
|
$
|
44,897,944
|
|
Assets
|
24,265,145
|
|
|
26,635,102
|
|
|
17,636,723
|
|
|
19,368,801
|
|
|
2,465,780
|
|
|
2,038,877
|
|
|
44,367,648
|
|
|
48,042,780
|
|
||||||||
Liabilities
|
111,285
|
|
|
102,031
|
|
|
6,071,182
|
|
|
7,823,046
|
|
|
300,517
|
|
|
290,392
|
|
|
6,482,984
|
|
|
8,215,469
|
|
||||||||
Equity
|
24,153,860
|
|
|
26,533,071
|
|
|
11,565,541
|
|
|
11,545,755
|
|
|
2,165,263
|
|
|
1,748,485
|
|
|
37,884,664
|
|
|
39,827,311
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Aggregate Totals
|
||||||||||||||||||||||||||||||||||||||||
|
For the Years Ended
December 31,
|
|
For the Years Ended
December 31,
|
|
For the Years Ended
December 31,
|
|
For the Years Ended
December 31, |
||||||||||||||||||||||||||||||||||||||||
Income Statement Information
|
2013
(1)
|
|
2012
(1)(2)
|
|
2011
(1)
|
|
2013
(1)
|
|
2012
(1)(2)
|
|
2011
(1)
|
|
2013
(1)
|
|
2012
(1)
|
|
2011
(1)
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||
Revenues/Investment Income
|
$
|
675,844
|
|
|
$
|
1,686,855
|
|
|
$
|
1,522,831
|
|
|
$
|
1,297,324
|
|
|
$
|
1,326,142
|
|
|
$
|
852,282
|
|
|
$
|
73,429
|
|
|
$
|
54,720
|
|
|
$
|
46,654
|
|
|
$
|
2,046,597
|
|
|
$
|
3,067,717
|
|
|
$
|
2,421,767
|
|
Expenses
|
239,750
|
|
|
280,262
|
|
|
377,985
|
|
|
583,410
|
|
|
694,114
|
|
|
290,843
|
|
|
39,153
|
|
|
32,077
|
|
|
30,350
|
|
|
862,313
|
|
|
1,006,453
|
|
|
699,178
|
|
||||||||||||
Net Investment Income
|
436,094
|
|
|
1,406,593
|
|
|
1,144,846
|
|
|
713,914
|
|
|
632,028
|
|
|
561,439
|
|
|
34,276
|
|
|
22,643
|
|
|
16,304
|
|
|
1,184,284
|
|
|
2,061,264
|
|
|
1,722,589
|
|
||||||||||||
Net Realized and Unrealized Gain (Loss)
|
10,411,556
|
|
|
6,856,414
|
|
|
2,239,373
|
|
|
953,227
|
|
|
2,053,100
|
|
|
(537,017
|
)
|
|
214,764
|
|
|
275,659
|
|
|
172,018
|
|
|
11,579,547
|
|
|
9,185,173
|
|
|
1,874,374
|
|
||||||||||||
Net Income
|
$
|
10,847,650
|
|
|
$
|
8,263,007
|
|
|
$
|
3,384,219
|
|
|
$
|
1,667,141
|
|
|
$
|
2,685,128
|
|
|
$
|
24,422
|
|
|
$
|
249,040
|
|
|
$
|
298,302
|
|
|
$
|
188,322
|
|
|
$
|
12,763,831
|
|
|
$
|
11,246,437
|
|
|
$
|
3,596,963
|
|
(1)
|
Certain private equity, credit and real estate fund amounts are as of and for the years ended September 30, 2013, 2012 and 2011.
|
|
For the Year Ended
December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net unrealized (losses) gains from investment activities
|
$
|
(33,275
|
)
|
|
$
|
169,087
|
|
|
$
|
10,832
|
|
Net realized gains (losses) from investment activities
|
87,472
|
|
|
76,965
|
|
|
(11,313
|
)
|
|||
Net gains (losses) from investment activities
|
54,197
|
|
|
246,052
|
|
|
(481
|
)
|
|||
Net unrealized losses from debt
|
(232,509
|
)
|
|
(497,704
|
)
|
|
(19,880
|
)
|
|||
Net realized gains from debt
|
137,098
|
|
|
—
|
|
|
41,819
|
|
|||
Net (losses) gains from debt
|
(95,411
|
)
|
|
(497,704
|
)
|
|
21,939
|
|
|||
Interest and other income
|
674,324
|
|
|
581,610
|
|
|
75,004
|
|
|||
Interest and other expenses
|
(433,368
|
)
|
|
(401,662
|
)
|
|
(72,261
|
)
|
|||
Net Gains (Losses) from Investment Activities of Consolidated VIEs
|
$
|
199,742
|
|
|
$
|
(71,704
|
)
|
|
$
|
24,201
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||||
|
Principal
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Weighted
Average
Remaining
Maturity in
Years
|
|
Principal
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Weighted
Average
Remaining
Maturity in
Years
|
||||||
Senior Secured Notes
(2)(3)
|
$
|
11,877,744
|
|
|
1.31
|
%
|
|
7.3
|
|
$
|
11,409,825
|
|
|
1.30
|
%
|
|
7.3
|
Subordinated Notes
(2)(3)
|
963,099
|
|
|
N/A
|
|
(1)
|
8.1
|
|
1,074,904
|
|
|
N/A
|
|
(1)
|
7.7
|
||
Total
|
$
|
12,840,843
|
|
|
|
|
|
|
$
|
12,484,729
|
|
|
|
|
|
(1)
|
The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.
|
(2)
|
The fair value of Senior
Secured Notes and Subordinated Notes as of
December 31, 2013
and
December 31, 2012
was
$12,424 million
and
$11,835 million
, respectively.
|
(3)
|
The debt at fair value of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of
December 31, 2013
and
December 31, 2012
, the fair value of the consolidated VIE assets was
$15,502 million
and
$14,672 million
, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Senior Secured Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,225,000
|
|
|
$
|
—
|
|
|
$
|
234,731
|
|
|
$
|
9,418,013
|
|
|
$
|
11,877,744
|
|
Subordinated Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|
903,099
|
|
|
963,099
|
|
|||||||
Total Obligations as of December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,225,000
|
|
|
$
|
—
|
|
|
$
|
294,731
|
|
|
$
|
10,321,112
|
|
|
$
|
12,840,843
|
|
|
As of December 31, 2013
|
|
||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Apollo Exposure
|
|
||||||
Private Equity
|
$
|
7,631,592
|
|
|
$
|
(38,970
|
)
|
|
$
|
3,424
|
|
|
Credit
|
3,926,347
|
|
|
(321,888
|
)
|
|
31,241
|
|
|
|||
Real Estate
|
1,308,559
|
|
|
(950,421
|
)
|
|
—
|
|
|
|||
Total
|
$
|
12,866,498
|
|
(1)
|
$
|
(1,311,279
|
)
|
(2)
|
$
|
34,665
|
|
(3)
|
(1)
|
Consists of
$354,686
in cash,
$12,034,487
in investments and
$477,325
in receivables.
|
(2)
|
Represents
$1,161,549
in debt and other payables,
$106,532
in securities sold, not purchased, and
$43,198
in capital withdrawals payable.
|
(3)
|
Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo's funds, including those entities in which Apollo holds a significant variable interest, is
$4,858 million
as of
December 31, 2013
as discussed in note
18
.
|
|
As of December 31, 2012
|
|
||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Apollo Exposure
|
|
||||||
Private Equity
|
$
|
13,498,100
|
|
|
$
|
(34,438
|
)
|
|
$
|
7,105
|
|
|
Credit
|
3,276,198
|
|
|
(545,547
|
)
|
|
12,605
|
|
|
|||
Real Estate
|
1,685,793
|
|
|
(1,237,462
|
)
|
|
—
|
|
|
|||
Total
|
$
|
18,460,091
|
|
(1)
|
$
|
(1,817,447
|
)
|
(2)
|
$
|
19,710
|
|
(3)
|
(1)
|
Consists of
$452,116
in cash,
$17,092,814
in investments and
$915,161
in receivables.
|
(2)
|
Represents
$1,752,294
in debt and other payables,
$32,702
in securities sold, not purchased, and
$32,451
in capital withdrawals payable.
|
(3)
|
Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo's funds, including those entities in which Apollo holds a significant variable interest, was
$3,209 million
as of
December 31, 2012
.
|
|
As of December 31, 2013
|
||||||||||||||
|
Level I
(5)
|
|
Level II
(5)
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment in AAA Investments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,942,051
|
|
|
$
|
1,942,051
|
|
Investments held by Apollo Senior Loan Fund
(1)
|
—
|
|
|
28,711
|
|
|
892
|
|
|
29,603
|
|
||||
Investments in HFA and Other
(1)
|
—
|
|
|
—
|
|
|
40,373
|
|
|
40,373
|
|
||||
Athene and AAA Management Fee Derivatives
(2)
|
—
|
|
|
—
|
|
|
130,709
|
|
|
130,709
|
|
||||
Investments of VIEs, at fair value
(4)
|
3,455
|
|
|
12,203,370
|
|
|
1,919,537
|
|
|
14,126,362
|
|
||||
Total Assets
|
$
|
3,455
|
|
|
$
|
12,232,081
|
|
|
$
|
4,033,562
|
|
|
$
|
16,269,098
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Debt of VIEs, at fair value
(4)
|
$
|
—
|
|
|
$
|
2,429,815
|
|
|
$
|
9,994,147
|
|
|
$
|
12,423,962
|
|
Contingent Consideration Obligations
(3)
|
—
|
|
|
—
|
|
|
135,511
|
|
|
135,511
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
2,429,815
|
|
|
$
|
10,129,658
|
|
|
$
|
12,559,473
|
|
|
As of December 31, 2012
|
||||||||||||||
|
Level I
(5)
|
|
Level II
(5)
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment in AAA Investments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,666,448
|
|
|
$
|
1,666,448
|
|
Investments held by Apollo Senior Loan Fund
(1)
|
—
|
|
|
27,063
|
|
|
590
|
|
|
27,653
|
|
||||
Investments in HFA and Other
(1)
|
—
|
|
|
—
|
|
|
50,311
|
|
|
50,311
|
|
||||
Athene and AAA Management Fee Derivatives
(2)
|
—
|
|
|
—
|
|
|
2,126
|
|
|
2,126
|
|
||||
Investments of VIEs, at fair value
(4)
|
168
|
|
|
11,045,902
|
|
|
1,643,465
|
|
|
12,689,535
|
|
||||
Total Assets
|
$
|
168
|
|
|
$
|
11,072,965
|
|
|
$
|
3,362,940
|
|
|
$
|
14,436,073
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities of VIEs, at fair value
(4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,834,955
|
|
|
$
|
11,834,955
|
|
Contingent Consideration Obligations
(3)
|
—
|
|
|
—
|
|
|
142,219
|
|
|
142,219
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,977,174
|
|
|
$
|
11,977,174
|
|
(1)
|
See note
4
for further disclosure regarding the investment in AAA Investments, investments held by Apollo Senior Loan Fund, and investments in HFA and Other.
|
(2)
|
See note
17
for further disclosure regarding the Athene and AAA Management Fee Derivatives.
|
(3)
|
See note
18
for further disclosure regarding Contingent Consideration Obligations.
|
(4)
|
See note
5
for further disclosure regarding VIEs.
|
(5)
|
All level I and II investments and liabilities were valued using third party pricing.
|
|
For the Year Ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
Transfers from Level II into Level I
(1)
|
$—
|
|
$164
|
|
$—
|
Transfers from Level III into Level II
(2)
|
1,253,090
|
|
712,975
|
|
802,533
|
Transfers from Level II into Level III
(2)
|
978,194
|
|
833,791
|
|
160,390
|
(1)
|
Transfers into Level I represent those financial instruments for which an unadjusted quoted price in an active market became available for the identical asset. The transfer during the year ended December 31, 2012 related to investments of the consolidated VIEs.
|
(2)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these investments to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
|
|
For the Year Ended December 31, 2013
|
||||||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Investments in HFA and Other
|
|
Athene and AAA Management Fee Derivatives
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||||
Balance, Beginning of Period
|
$
|
1,666,448
|
|
|
$
|
590
|
|
|
$
|
50,311
|
|
|
$
|
2,126
|
|
|
$
|
1,643,465
|
|
|
$
|
3,362,940
|
|
Elimination of investments attributable to consolidation of VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,410
|
)
|
|
(35,410
|
)
|
||||||
Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
118,380
|
|
|
—
|
|
|
118,380
|
|
||||||
Purchases
|
—
|
|
|
520
|
|
|
4,901
|
|
|
—
|
|
|
1,326,095
|
|
|
1,331,516
|
|
||||||
Sale of investments/Distributions
|
(66,796
|
)
|
|
(6
|
)
|
|
(2,541
|
)
|
|
—
|
|
|
(724,666
|
)
|
|
(794,009
|
)
|
||||||
Net realized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,717
|
)
|
|
(28,717
|
)
|
||||||
Changes in net unrealized gains (losses)
|
342,399
|
|
|
15
|
|
|
(12,298
|
)
|
|
10,203
|
|
|
13,439
|
|
|
353,758
|
|
||||||
Transfer into Level III
|
—
|
|
|
831
|
|
|
—
|
|
|
—
|
|
|
977,363
|
|
|
978,194
|
|
||||||
Transfer out of Level III
|
—
|
|
|
(1,058
|
)
|
|
—
|
|
|
—
|
|
|
(1,252,032
|
)
|
|
(1,253,090
|
)
|
||||||
Balance, End of Period
|
$
|
1,942,051
|
|
|
$
|
892
|
|
|
$
|
40,373
|
|
|
$
|
130,709
|
|
|
$
|
1,919,537
|
|
|
$
|
4,033,562
|
|
Change in net unrealized gains (losses) included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
342,399
|
|
|
$
|
15
|
|
|
$
|
(12,298
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
330,116
|
|
Change in net unrealized (losses) included in Net Gains (Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,083
|
|
|
$
|
9,083
|
|
Change in net unrealized gains included in Other Income, net related to assets still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,203
|
|
|
$
|
—
|
|
|
$
|
10,203
|
|
|
For the Year Ended December 31, 2012
|
||||||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Investments in HFA and Other
|
|
Athene and AAA Management Fee Derivatives
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||||
Balance, Beginning of Period
|
$
|
1,480,152
|
|
|
$
|
456
|
|
|
$
|
47,757
|
|
|
$
|
—
|
|
|
$
|
246,609
|
|
|
$
|
1,774,974
|
|
Transfer in due to consolidation and acquisition
|
—
|
|
|
—
|
|
|
46,148
|
|
(1)
|
—
|
|
|
1,706,145
|
|
|
1,752,293
|
|
||||||
Transfer out due to deconsolidation
|
—
|
|
|
—
|
|
|
(48,037
|
)
|
(1)
|
—
|
|
|
—
|
|
|
(48,037
|
)
|
||||||
Elimination of investments attributable to consolidation of VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,437
|
)
|
|
(69,437
|
)
|
||||||
Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
2,126
|
|
|
—
|
|
|
2,126
|
|
||||||
Purchases
|
—
|
|
|
496
|
|
|
5,759
|
|
|
—
|
|
|
1,236,232
|
|
|
1,242,487
|
|
||||||
Sale of investments/Distributions
|
(101,844
|
)
|
|
(1,291
|
)
|
|
—
|
|
|
—
|
|
|
(1,561,589
|
)
|
|
(1,664,724
|
)
|
||||||
Net realized gains
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
21,603
|
|
|
21,623
|
|
||||||
Changes in net unrealized gains (losses)
|
288,140
|
|
|
8
|
|
|
(1,316
|
)
|
|
—
|
|
|
(56,013
|
)
|
|
230,819
|
|
||||||
Transfer into Level III
|
—
|
|
|
1,836
|
|
|
—
|
|
|
—
|
|
|
831,955
|
|
|
833,791
|
|
||||||
Transfer out of Level III
|
—
|
|
|
(935
|
)
|
|
—
|
|
|
—
|
|
|
(712,040
|
)
|
|
(712,975
|
)
|
||||||
Balance, End of Period
|
$
|
1,666,448
|
|
|
$
|
590
|
|
|
$
|
50,311
|
|
|
$
|
2,126
|
|
|
$
|
1,643,465
|
|
|
$
|
3,362,940
|
|
Change in net unrealized gains (losses) included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
288,140
|
|
|
$
|
8
|
|
|
$
|
(1,316
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286,832
|
|
Change in net unrealized gains included in Net Gains(Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,464
|
|
|
$
|
7,464
|
|
(1)
|
During the third quarter of 2012, the Company deconsolidated GSS Holding (Cayman), L.P., which was consolidated by the Company during the second quarter of 2012.
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Investments in HFA and Other
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||
Balance, Beginning of Period
|
$
|
1,637,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,369
|
|
|
$
|
1,807,460
|
|
Transfer in due to consolidation and acquisition
|
—
|
|
|
456
|
|
|
—
|
|
|
335,353
|
|
|
335,809
|
|
|||||
Expenses incurred
|
—
|
|
|
—
|
|
|
(3,871
|
)
|
|
—
|
|
|
(3,871
|
)
|
|||||
Purchases
|
432
|
|
|
—
|
|
|
57,509
|
|
|
663,438
|
|
|
721,379
|
|
|||||
Sale of investments/Distributions
|
(33,425
|
)
|
|
—
|
|
|
—
|
|
|
(273,719
|
)
|
|
(307,144
|
)
|
|||||
Net realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
980
|
|
|
980
|
|
|||||
Changes in net unrealized losses
|
(123,946
|
)
|
|
—
|
|
|
(5,881
|
)
|
|
(7,669
|
)
|
|
(137,496
|
)
|
|||||
Transfer into Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
160,390
|
|
|
160,390
|
|
|||||
Transfer out of Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
(802,533
|
)
|
|
(802,533
|
)
|
|||||
Balance, End of Period
|
$
|
1,480,152
|
|
|
$
|
456
|
|
|
$
|
47,757
|
|
|
$
|
246,609
|
|
|
$
|
1,774,974
|
|
Change in net unrealized losses included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
(123,946
|
)
|
|
$
|
—
|
|
|
$
|
(5,881
|
)
|
|
$
|
—
|
|
|
$
|
(129,827
|
)
|
Change in net unrealized losses included in Net Gains(Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,253
|
)
|
|
$
|
(7,253
|
)
|
|
For the Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||||
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
||||||||||||||||||
Balance, Beginning of Period
|
$
|
11,834,955
|
|
|
$
|
142,219
|
|
|
$
|
11,977,174
|
|
|
$
|
3,189,837
|
|
|
$
|
5,900
|
|
|
$
|
3,195,737
|
|
|
$
|
1,127,180
|
|
|
$
|
1,200
|
|
|
$
|
1,128,380
|
|
Transfer in due to consolidation and acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
7,317,144
|
|
|
117,700
|
|
|
7,434,844
|
|
|
2,046,157
|
|
|
4,700
|
|
|
2,050,857
|
|
|||||||||
Elimination of debt attributable to consolidation of VIEs
|
3,950
|
|
|
—
|
|
|
3,950
|
|
|
(67,167
|
)
|
|
—
|
|
|
(67,167
|
)
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||||||
Purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Additions
|
2,747,033
|
|
|
—
|
|
|
2,747,033
|
|
|
1,639,271
|
|
|
—
|
|
|
1,639,271
|
|
|
454,356
|
|
|
—
|
|
|
454,356
|
|
|||||||||
Payments
|
(2,218,060
|
)
|
|
(67,534
|
)
|
|
(2,285,594
|
)
|
|
(741,834
|
)
|
|
(8,168
|
)
|
|
(750,002
|
)
|
|
(415,869
|
)
|
|
—
|
|
|
(415,869
|
)
|
|||||||||
Net realized gains
|
(137,098
|
)
|
|
—
|
|
|
(137,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,819
|
)
|
|
—
|
|
|
(41,819
|
)
|
|||||||||
Changes in net unrealized losses / fair value
|
232,510
|
|
|
60,826
|
|
(1)
|
293,336
|
|
|
497,704
|
|
|
25,787
|
|
(1)
|
523,491
|
|
|
19,880
|
|
|
—
|
|
|
19,880
|
|
|||||||||
Transfers into Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transfers out of Level III
|
(2,469,143
|
)
|
|
—
|
|
|
(2,469,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance, End of Period
|
$
|
9,994,147
|
|
|
$
|
135,511
|
|
|
$
|
10,129,658
|
|
|
$
|
11,834,955
|
|
|
$
|
142,219
|
|
|
$
|
11,977,174
|
|
|
$
|
3,189,837
|
|
|
$
|
5,900
|
|
|
$
|
3,195,737
|
|
Change in net unrealized (gains) losses included in Net Gains (Losses) from Investment Activities of consolidated VIEs related to liabilities still held at reporting date
|
$
|
(18,578
|
)
|
|
$
|
—
|
|
|
$
|
(18,578
|
)
|
|
$
|
446,649
|
|
|
$
|
—
|
|
|
$
|
446,649
|
|
|
$
|
(25,347
|
)
|
|
$
|
—
|
|
|
$
|
(25,347
|
)
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the consolidated statement of operations.
|
|
As of December 31, 2013
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds:
|
|
|
|
|
|
|
|
|
|
||
AAA Investments
(1)
|
$
|
1,942,051
|
|
|
Net Asset Value
|
|
N/A
|
|
N/A
|
|
N/A
|
Apollo Senior Loan Fund
|
892
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments in HFA and Other
|
40,373
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Athene and AAA Management Fee Derivatives
|
130,709
|
|
|
Discounted Cash Flows
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
Implied Multiple
|
|
1.1x
|
|
1.1x
|
|||||||
Investments of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank Debt Term Loans
|
18,467
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Stocks
|
7,938
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
6.0x - 9.5x
|
|
7.9x
|
|
Corporate loans/ bonds
|
1,893,132
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
1,919,537
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
4,033,562
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Notes
|
$
|
835,149
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.0% - 12.0%
|
|
10.8%
|
|
Default Rate
|
|
1.0% - 1.5%
|
|
1.3%
|
||||||
|
Recovery Rate
|
|
75.0%
|
|
75.0%
|
||||||
Senior Secured Notes
|
2,132,576
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
1.9% - 2.2%
|
|
2.0%
|
|
|
Default Rate
|
|
2.0%
|
|
2.0%
|
||||||
|
Recovery Rate
|
|
30.0% - 70.0%
|
|
65.2%
|
||||||
Senior Secured and Subordinated Notes
|
7,026,422
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Liabilities of Consolidated VIEs
|
9,994,147
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
135,511
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.5% - 18.5%
|
|
15.3%
|
|
Total Financial Liabilities
|
$
|
10,129,658
|
|
|
|
|
|
|
|
|
|
(1)
|
The following table summarizes a look-through of the Company’s Level III investments by valuation methodology of the underlying securities held by AAA Investments:
|
(2)
|
These securities are valued using broker quotes.
|
(3)
|
Represents the investment by AAA Investments in Athene, which is valued using a discounted cash flow model. The unobservable inputs and respective ranges used in the discounted cash flow model are the same as noted for the Athene and AAA Management Fee Derivatives in the table above.
|
(4)
|
Balances include other assets, liabilities and general partner interests of AAA Investments. Balance at
December 31, 2013
is primarily comprised of net assets allocated to the general partner of
$102.1 million
less
$89.0 million
in note receivable from an affiliate. Carrying values approximate fair value for other assets and liabilities (except for the note receivable from an affiliate) and, accordingly, extended valuation procedures are not required. The note receivable from an affiliate is a level III asset valued using a discounted cash flow model. The unobservable inputs
|
|
As of December 31, 2012
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds:
|
|
|
|
|
|
|
|
|
|
||
AAA Investments
(1)
|
$
|
1,666,448
|
|
|
Net Asset Value
|
|
N/A
|
|
N/A
|
|
N/A
|
Apollo Senior Loan Fund
|
590
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments in HFA and Other
|
50,311
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Athene and AAA Management Fee Derivatives
|
2,126
|
|
|
Discounted Cash Flows
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
|
|
Implied Multiple
|
|
1.23x
|
|
1.23x
|
|||||
Investments of Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
Bank Debt Term Loans
|
67,920
|
|
|
Discounted Cash Flow
Comparable Yields |
|
Discount Rate
|
|
11.8%-25.2%
|
|
16.3%
|
|
Stocks
|
3,624
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
6.63x
|
|
6.63x
|
|
Corporate loans/ bonds
|
1,571,921
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
1,643,465
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
3,362,940
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Notes
|
$
|
195,357
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
17.0%
|
|
17.0%
|
Default Rate
|
|
1.5%-4.0%
|
|
2.4%
|
|||||||
Recovery Rate
|
|
80.0%
|
|
80.0%
|
|||||||
Senior Secured Notes
|
2,066,250
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
1.65%-1.95%
|
|
1.8%
|
|
Default Rate
|
|
2.0%
|
|
2.0%
|
|||||||
Recovery Rate
|
|
30.0%-60.0%
|
|
59.9%
|
|||||||
Senior Secured and Subordinated Notes
|
9,573,348
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
11,834,955
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
142,219
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.0%-11.6%
|
|
9.4%
|
|
Total
|
$
|
11,977,174
|
|
|
|
|
|
|
|
|
|
(1)
|
The following table summarizes a look-through of the Company’s Level III investments by valuation methodology of the underlying securities held by AAA Investments:
|
(2)
|
These securities are valued using broker quotes.
|
(3)
|
Represents the investment by AAA Investments in Athene, which is valued using a discounted cash flow model. The unobservable inputs and respective ranges used in the discounted cash flow model are the same as noted for the Athene and AAA Management Fee Derivatives in the table above.
|
(4)
|
Balances include other assets, liabilities and general partner interests of AAA Investments. Balance at
December 31, 2012
is primarily comprised of
$113.3 million
in notes receivable from an affiliate less the portion of AAA investments net assets allocated to the general partner of
$70.0
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Private Equity
|
$
|
1,867,771
|
|
|
$
|
1,413,306
|
|
Credit
|
408,342
|
|
|
454,155
|
|
||
Real Estate
|
10,962
|
|
|
10,795
|
|
||
Total Carried Interest Receivable
|
$
|
2,287,075
|
|
|
$
|
1,878,256
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
Carried interest receivable, January 1, 2012
|
$
|
672,952
|
|
|
$
|
195,630
|
|
|
$
|
—
|
|
|
$
|
868,582
|
|
Change in fair value of funds
(1)
|
1,592,234
|
|
|
448,670
|
|
|
15,074
|
|
|
2,055,978
|
|
||||
Acquisition of Stone Tower
|
—
|
|
|
36,097
|
|
|
—
|
|
|
36,097
|
|
||||
Fund cash distributions to the Company
|
(851,880
|
)
|
|
(226,242
|
)
|
|
(4,279
|
)
|
|
(1,082,401
|
)
|
||||
Carried interest receivable, December 31, 2012
|
$
|
1,413,306
|
|
|
$
|
454,155
|
|
|
$
|
10,795
|
|
|
$
|
1,878,256
|
|
Change in fair value of funds
(1)
|
2,516,990
|
|
|
324,859
|
|
|
967
|
|
|
2,842,816
|
|
||||
Fund cash distributions to the Company
|
(2,062,525
|
)
|
|
(370,672
|
)
|
|
(800
|
)
|
|
(2,433,997
|
)
|
||||
Carried interest receivable, December 31, 2013
|
$
|
1,867,771
|
|
|
$
|
408,342
|
|
|
$
|
10,962
|
|
|
$
|
2,287,075
|
|
(1)
|
Included in change in fair value of funds for the
year ended December 31, 2013
was a reversal of
$19.3 million
and
$0.3 million
of the entire general partner obligation to return previously distributed carried interest income to SOMA and APC, respectively. Included in change in fair value of funds for the year ended December 31, 2012 was a reversal of
$75.3 million
of the entire general partner obligation to return previously distributed carried interest income with respect to Fund VI and reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of
$1.2 million
and
$0.3 million
for SOMA and APC, respectively. The general partner obligation is recognized based upon a hypothetical liquidation of the fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund.
|
|
As of
December 31, |
||||||
|
2013
|
|
2012
|
||||
Private Equity
|
$
|
751,192
|
|
|
$
|
596,427
|
|
Credit
|
234,504
|
|
|
254,629
|
|
||
Real Estate
|
6,544
|
|
|
6,668
|
|
||
Total Profit Sharing Payable
|
$
|
992,240
|
|
|
$
|
857,724
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
Profit sharing payable, January 1, 2012
|
$
|
296,672
|
|
|
$
|
56,224
|
|
|
$
|
—
|
|
|
$
|
352,896
|
|
Acquisition of Stone Tower
(1)
|
—
|
|
|
117,700
|
|
|
—
|
|
|
117,700
|
|
||||
Profit sharing expense
(2)(3)
|
704,797
|
|
|
138,444
|
|
|
6,815
|
|
|
850,056
|
|
||||
Payments
|
(405,042
|
)
|
|
(57,739
|
)
|
|
(147
|
)
|
|
(462,928
|
)
|
||||
Profit sharing payable, December 31, 2012
|
$
|
596,427
|
|
|
$
|
254,629
|
|
|
$
|
6,668
|
|
|
$
|
857,724
|
|
Profit sharing expense
(2)
|
1,030,404
|
|
|
142,728
|
|
|
123
|
|
|
1,173,255
|
|
||||
Payments
|
(875,639
|
)
|
|
(162,853
|
)
|
|
(247
|
)
|
|
(1,038,739
|
)
|
||||
Profit sharing payable, December 31, 2013
|
$
|
751,192
|
|
|
$
|
234,504
|
|
|
$
|
6,544
|
|
|
$
|
992,240
|
|
(1)
|
See note 3 as it relates to the Stone Tower acquisition.
|
(2)
|
Includes both of the following: i) changes in amounts payable to employees and former employees entitled to a share of carried interest income in one or more funds and ii) changes to the fair value of the contingent consideration obligations (see notes
6
and
18
) recognized in connection with certain Apollo acquisitions.
|
(3)
|
Included in profit sharing expense for the year ended December 31, 2012 was a reversal of the entire receivable from Contributing Partners and certain employees of
$22.1 million
due to the reversal of the general partner obligation as discussed in note
18
.
|
|
Useful Life in Years
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
|||||
Ownership interests in aircraft
|
15
|
|
$
|
—
|
|
|
$
|
10,184
|
|
Leasehold improvements
|
8-16
|
|
50,478
|
|
|
48,610
|
|
||
Furniture, fixtures and other equipment
|
4-10
|
|
16,750
|
|
|
16,047
|
|
||
Computer software and hardware
|
2-4
|
|
31,200
|
|
|
27,744
|
|
||
Other
|
N/A
|
|
509
|
|
|
509
|
|
||
Total fixed assets
|
|
|
98,937
|
|
|
103,094
|
|
||
Less - accumulated depreciation and amortization
|
|
|
(58,686
|
)
|
|
(49,642
|
)
|
||
Fixed Assets, net
|
|
|
$
|
40,251
|
|
|
$
|
53,452
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Prepaid expenses
|
$
|
9,867
|
|
|
$
|
12,650
|
|
Tax receivables
|
6,549
|
|
|
5,380
|
|
||
Assets held for sale
|
6,413
|
|
|
—
|
|
||
Debt issuance costs, net
|
6,407
|
|
|
2,113
|
|
||
Underwriting fee receivable
|
2,090
|
|
|
5,569
|
|
||
Receivable from broker
|
1,436
|
|
|
3,537
|
|
||
Rent deposits
|
1,224
|
|
|
1,336
|
|
||
Interest Receivable
|
6,420
|
|
|
2,598
|
|
||
Other
|
3,764
|
|
|
3,582
|
|
||
Total Other Assets
|
$
|
44,170
|
|
|
$
|
36,765
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax liabilities
|
$
|
37,272
|
|
|
$
|
13,717
|
|
Deferred rent
|
14,701
|
|
|
14,829
|
|
||
Unsettled trades and redemption payable
|
2,516
|
|
|
3,986
|
|
||
Other
|
8,785
|
|
|
12,323
|
|
||
Total Other Liabilities
|
$
|
63,274
|
|
|
$
|
44,855
|
|
|
For the Year Ended
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Gain on derivatives
|
$
|
10,203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax receivable agreement adjustment
|
13,038
|
|
|
3,937
|
|
|
(137
|
)
|
|||
Gain on acquisitions
|
—
|
|
|
1,951,897
|
|
|
196,193
|
|
|||
AMTG offering costs
|
—
|
|
|
—
|
|
|
(8,000
|
)
|
|||
ARI reimbursed offering costs
|
—
|
|
|
—
|
|
|
8,000
|
|
|||
Foreign exchange gain (loss)
|
4,142
|
|
|
(790
|
)
|
|
6,169
|
|
|||
Rental income
|
5,334
|
|
|
4,387
|
|
|
1,999
|
|
|||
Loss on assets held for sale
|
(1,087
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
(2,741
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
11,225
|
|
|
5,248
|
|
|
1,296
|
|
|||
Total Other Income, Net
|
$
|
40,114
|
|
|
$
|
1,964,679
|
|
|
$
|
205,520
|
|
|
For the Year Ended
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal income tax
|
$
|
(30,422
|
)
|
|
$
|
—
|
|
|
$
|
(856
|
)
|
Foreign income tax
|
(4,733
|
)
|
|
(3,411
|
)
|
|
(3,705
|
)
|
|||
State and local income tax
|
(9,728
|
)
|
|
(7,722
|
)
|
|
(6,943
|
)
|
|||
Subtotal
|
(44,883
|
)
|
|
(11,133
|
)
|
|
(11,504
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal income tax
|
(40,955
|
)
|
|
(55,114
|
)
|
|
248
|
|
|||
Foreign income tax
|
(130
|
)
|
|
277
|
|
|
301
|
|
|||
State and local income tax (net of federal (benefit) provision)
|
(21,601
|
)
|
|
560
|
|
|
(974
|
)
|
|||
Subtotal
|
(62,686
|
)
|
|
(54,277
|
)
|
|
(425
|
)
|
|||
Total Income Tax Provision
|
$
|
(107,569
|
)
|
|
$
|
(65,410
|
)
|
|
$
|
(11,929
|
)
|
|
As of
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
553,251
|
|
|
$
|
448,372
|
|
Revenue recognition
|
51,790
|
|
|
40,597
|
|
||
Net operating loss carryforwards
|
776
|
|
|
5,514
|
|
||
Equity-based compensation - RSUs and AAA RDUs
|
42,784
|
|
|
41,083
|
|
||
Foreign tax credit
|
7,528
|
|
|
6,494
|
|
||
Other
|
4,070
|
|
|
148
|
|
||
Total Deferred Tax Assets
|
660,199
|
|
|
542,208
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Unrealized gains from investments
|
36,939
|
|
|
12,882
|
|
||
Other
|
333
|
|
|
835
|
|
||
Total Deferred Tax Liabilities
|
$
|
37,272
|
|
|
$
|
13,717
|
|
|
For the Year Ended December 31, 2013
|
||||||||||
Date of Exchange of AOG Units
for Class A Shares
|
Increase in Deferred Tax Asset
|
|
Increase in Tax Receivable Agreement Liability
|
|
Increase to Additional Paid In Capital
|
||||||
May 15, 2013
|
$
|
92,080
|
|
|
$
|
78,268
|
|
|
$
|
13,812
|
|
November 11, 2013
|
57,247
|
|
|
48,660
|
|
|
8,587
|
|
|||
Total
|
$
|
149,327
|
|
|
$
|
126,928
|
|
|
$
|
22,399
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
|
||||||||||
|
Outstanding
Balance
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Annualized
Weighted
Average
Interest Rate
|
|
||||||
2007 AMH Credit Agreement
|
N/A
|
|
|
N/A
|
|
|
$
|
728,273
|
|
|
4.95
|
%
|
(1)
|
|
2013 AMH Credit Facilities - Term Facility
|
750,000
|
|
|
1.37
|
%
|
|
N/A
|
|
|
N/A
|
|
|
||
CIT secured loan agreements
|
N/A
|
|
|
N/A
|
|
|
9,545
|
|
|
3.47
|
|
|
||
Total Debt
|
$
|
750,000
|
|
|
1.37
|
%
|
|
$
|
737,818
|
|
|
4.93
|
%
|
|
(1)
|
Includes the effect of interest rate swaps.
|
Borrower
|
|
Consolidated Net (Deficit) Assets as of December 31, 2012
|
AMH and subsidiaries
|
|
$(858,804)
|
Apollo Principal Holdings II, L.P.
|
|
94,884
|
Apollo Principal Holdings IV, L.P.
|
|
91,104
|
Apollo Principal Holdings V, L.P.
|
|
62,283
|
Apollo Principal Holdings IX, L.P.
|
|
217,480
|
Borrower
|
|
Consolidated Net (Deficit) Assets as of December 31, 2013
|
AMH and subsidiaries
(1)
|
|
$(689,958)
|
Apollo Principal Holdings I, L.P.
|
|
1,570,336
|
Apollo Principal Holdings II, L.P.
(2)
|
|
167,844
|
Apollo Principal Holdings III, L.P.
|
|
661,106
|
Apollo Principal Holdings IV, L.P.
|
|
163,329
|
Apollo Principal Holdings V, L.P.
|
|
53,116
|
Apollo Principal Holdings VI, L.P.
|
|
239,876
|
Apollo Principal Holdings VII, L.P.
|
|
99,250
|
Apollo Principal Holdings VIII, L.P.
|
|
16,784
|
Apollo Principal Holdings IX L.P.
|
|
152,010
|
(1)
|
Includes Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P. and ST Management Holdings, LLC, which are consolidated by AMH.
|
(2)
|
Includes ST Holdings GP, LLC, which is consolidated by Apollo Principal Holdings II, L.P.
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
2013 AMH Credit Facilities
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
750,000
|
|
Total Obligations as of December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
750,000
|
|
(1)
|
Excludes a $500 million undrawn revolving credit facility with a final maturity of January 18, 2019.
|
|
Basic and Diluted
|
|
||||||||||
|
For the Year Ended
December 31, |
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Apollo Global Management, LLC
|
$
|
659,391
|
|
|
$
|
310,957
|
|
|
$
|
(468,826
|
)
|
|
Distributions declared on Class A shares
|
(556,954
|
)
|
(1)
|
(172,887
|
)
|
(2)
|
(97,758
|
)
|
(3)
|
|||
Distributions on participating securities
|
(93,235
|
)
|
|
(31,175
|
)
|
|
(17,381
|
)
|
|
|||
Earnings allocable to participating securities
|
(1,394
|
)
|
|
(16,855
|
)
|
|
—
|
|
(4)
|
|||
Undistributed income (loss) attributable to Class A shareholders: Basic
|
7,808
|
|
|
90,040
|
|
|
(583,965
|
)
|
|
|||
Dilution effect on undistributed income attributable to Class A shareholders
|
9,106
|
|
|
3,425
|
|
|
—
|
|
|
|||
Dilution effect on distributable income attributable to participating securities
|
(1,329
|
)
|
|
(85
|
)
|
|
—
|
|
|
|||
Undistributed Income (Loss) attributable to Class A shareholders: Diluted
|
$
|
15,585
|
|
|
$
|
93,380
|
|
|
$
|
(583,965
|
)
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average number of Class A shares outstanding: Basic
|
139,173,386
|
|
|
127,693,489
|
|
|
116,364,110
|
|
|
|||
Dilution effect of share options and unvested RSUs
|
3,040,964
|
|
|
1,846,888
|
|
|
—
|
|
|
|||
Weighted average number of Class A shares outstanding: Diluted
|
142,214,350
|
|
|
129,540,377
|
|
|
116,364,110
|
|
|
|||
Net income (loss) per Class A share: Basic
|
|
|
|
|
|
|
||||||
Distributed Income
|
$
|
4.00
|
|
|
$
|
1.35
|
|
|
$
|
0.84
|
|
|
Undistributed (Loss) Income
|
0.06
|
|
|
0.71
|
|
|
(5.02
|
)
|
|
|||
Net Income (Loss) per Class A Share: Basic
|
$
|
4.06
|
|
|
$
|
2.06
|
|
|
$
|
(4.18
|
)
|
|
Net Income (Loss) per Class A Share: Diluted
(5)
|
|
|
|
|
|
|
||||||
Distributed income
|
$
|
3.92
|
|
|
$
|
1.34
|
|
|
$
|
0.84
|
|
|
Undistributed (loss) income
|
0.11
|
|
|
0.72
|
|
|
(5.02
|
)
|
|
|||
Net Income (Loss) per Class A Share: Diluted
|
$
|
4.03
|
|
|
$
|
2.06
|
|
|
$
|
(4.18
|
)
|
|
(1)
|
The Company declared a
$1.05
distribution on Class A shares on February 8, 2013, a
$0.57
distribution on May 6, 2013, a
$1.32
distribution on August 8, 2013 and a
$1.01
distribution on November 7, 2013.
|
(2)
|
The Company declared a
$0.46
distribution on Class A shares on February 10, 2012, a
$0.25
distribution on May 8, 2012, a
$0.24
distribution on August 12, 2012, and a
$0.40
distribution on November 9, 2012.
|
(3)
|
The Company declared a
$0.17
distribution on Class A shares on January 4, 2011, a
$0.22
distribution on May 12, 2011, a
$0.24
distribution on August 9, 2011, and a
$0.20
distribution on November 3, 2011.
|
(4)
|
No allocation of losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.
|
(5)
|
For the
year ended
December 31, 2013
, share options and unvested RSUs were determined to be dilutive, and were accordingly included in the diluted earnings per share calculation. For the year ended December 31, 2012, share options and unvested RSUs were determined to be dilutive, and were accordingly included in the diluted earnings per share calculation. For the year ended December 31, 2011, the Company had losses attributable to Class A shareholders and as such there was no dilution. AOG Units and participating securities were determined to be anti-dilutive for the years ended December 31, 2013, 2012, and 2011, and were accordingly excluded from the diluted earnings per share calculation.
|
Date
|
|
Type of Class A
Shares
Transaction
|
|
Number of
Shares Issued in
Class A Shares
Transaction
(in thousands)
|
|
Apollo Global Management, LLC
ownership%
in Apollo Operating Group before Class A
Shares
Transaction
|
|
Apollo Global Management, LLC
ownership%
in Apollo Operating Group after
Class A
Shares
Transaction
|
|
Holdings
ownership%
in Apollo Operating Group before
Class A
Shares
Transaction
|
|
Holdings
ownership%
in Apollo Operating Group after
Class A
Shares
Transaction
|
|
|
Quarter Ended
March 31, 2011
|
|
Issuance
|
|
1,550
|
|
|
29.0%
|
|
29.3%
|
|
71.0%
|
|
70.7%
|
|
Quarter Ended
June 30, 2011
|
|
Issuance
|
|
22,250
|
|
|
29.3%
|
|
33.7%
|
|
70.7%
|
|
66.3%
|
|
Quarter Ended September 30, 2011
|
|
Issuance
|
|
1,268
|
|
|
33.7%
|
|
33.9%
|
|
66.3%
|
|
66.1%
|
|
Quarter Ended December 31, 2011
|
|
Issuance/Net Settlement
|
|
933
|
|
|
33.9%
|
|
34.1%
|
|
66.1%
|
|
65.9%
|
|
Quarter Ended
March 31, 2012
|
|
Issuance
|
|
2,388
|
|
|
34.1%
|
|
34.5%
|
|
65.9%
|
|
65.5%
|
|
Quarter Ended
June 30, 2012
|
|
Issuance
|
|
150
|
|
|
34.5%
|
|
34.5%
|
|
65.5%
|
|
65.5%
|
|
Quarter Ended September 30, 2012
|
|
Issuance
|
|
3,414
|
|
|
34.5%
|
|
35.1%
|
|
65.5%
|
|
64.9%
|
|
Quarter Ended December 31, 2012
|
|
Issuance
|
|
180
|
|
|
35.1%
|
|
35.1%
|
|
64.9%
|
|
64.9%
|
|
Quarter Ended
March 31, 2013
|
|
Issuance
|
|
2,091
|
|
|
35.1%
|
|
35.5%
|
|
64.9%
|
|
64.5%
|
|
Quarter Ended
June 30, 2013
|
|
Issuance/Offering
|
|
9,577
|
|
|
35.5%
|
|
38.0%
|
|
64.5%
|
|
62.0%
|
(1)
|
Quarter Ended September 30, 2013
|
|
Issuance
|
|
1,977
|
|
|
38.0%
|
|
38.3%
|
|
62.0%
|
|
61.7%
|
|
Quarter Ended December 31, 2013
|
|
Issuance/Offering
|
|
2,581
|
|
|
38.3%
|
|
39.0%
|
|
61.7%
|
|
61.0%
|
(1)
|
(1)
|
Certain holders of AOG Units exchanged their AOG Units for Class A shares. Approximately
8.8 million
Class A shares were issued by the Company in the exchange, which settled on May 14, 2013. See note
1
for details regarding the Secondary Offering. In November 2013, as disclosed in note
13
, certain holders of AOG Units exchanged their AOG Units for Class A shares and approximately
2.3 million
Class A shares were issued by the Company in the exchange.
|
|
AOG Units
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Balance at January 1, 2011
|
66,742,906
|
|
|
$
|
23.13
|
|
Vested
|
(44,149,696
|
)
|
|
23.39
|
|
|
Balance at December 31, 2011
|
22,593,210
|
|
|
22.64
|
|
|
Granted
|
199,050
|
|
|
17.36
|
|
|
Forfeited
|
(199,050
|
)
|
|
20.00
|
|
|
Vested
|
(21,092,844
|
)
|
|
22.80
|
|
|
Balance at December 31, 2012
|
1,500,366
|
|
|
20.00
|
|
|
Vested
|
(1,500,366
|
)
|
|
20.00
|
|
|
Balance at December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
Unvested
|
|
Weighted Average
Grant Date Fair
Value
|
|
Vested
|
|
Total Number of
RSUs
Outstanding
|
|
|||||
Balance at January 1, 2011
|
23,442,916
|
|
|
$
|
10.25
|
|
|
15,642,921
|
|
|
39,085,837
|
|
|
Granted
|
8,068,735
|
|
|
14.45
|
|
|
—
|
|
|
8,068,735
|
|
|
|
Forfeited
|
(737,372
|
)
|
|
12.59
|
|
|
—
|
|
|
(737,372
|
)
|
|
|
Delivered
|
—
|
|
|
10.12
|
|
|
(5,696,419
|
)
|
|
(5,696,419
|
)
|
|
|
Vested
|
(10,293,506
|
)
|
|
11.13
|
|
|
10,293,506
|
|
|
—
|
|
|
|
Balance at December 31, 2011
|
20,480,773
|
|
|
11.38
|
|
|
20,240,008
|
|
|
40,720,781
|
|
(1)
|
|
Granted
|
5,377,562
|
|
|
13.68
|
|
|
—
|
|
|
5,377,562
|
|
|
|
Forfeited
|
(966,725
|
)
|
|
11.02
|
|
|
—
|
|
|
(966,725
|
)
|
|
|
Delivered
|
—
|
|
|
11.69
|
|
|
(7,894,214
|
)
|
|
(7,894,214
|
)
|
|
|
Vested
|
(10,167,136
|
)
|
|
12.28
|
|
|
10,167,136
|
|
|
—
|
|
|
|
Balance at December 31, 2012
|
14,724,474
|
|
|
11.62
|
|
|
22,512,930
|
|
|
37,237,404
|
|
(1)
|
|
Granted
|
2,101,277
|
|
|
26.95
|
|
|
—
|
|
|
2,101,277
|
|
|
|
Forfeited
|
(888,594
|
)
|
|
13.30
|
|
|
—
|
|
|
(888,594
|
)
|
|
|
Delivered
|
—
|
|
|
12.30
|
|
|
(6,879,050
|
)
|
|
(6,879,050
|
)
|
|
|
Vested
|
(7,159,871
|
)
|
|
12.60
|
|
|
7,159,871
|
|
|
—
|
|
|
|
Balance at December 31, 2013
|
8,777,286
|
|
|
$
|
14.32
|
|
|
22,793,751
|
|
|
31,571,037
|
|
(1)
|
(1)
|
Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
|
Date of Grant
|
|
Options Granted
|
|
Vesting Terms
|
December 2, 2010
|
|
5,000,000
|
|
Vested and became exercisable with respect to 4/24 of the option shares on December 31, 2011 and the remainder vest in equal installments over each of the remaining 20 quarters with full vesting on December 31, 2016.
|
January 22, 2011
|
|
555,556
|
|
Half of such options that vested and became exercisable on December 31, 2011 were exercised on March 5, 2012 and the other half that were due to become exercisable on December 31, 2012 were forfeited during the quarter ended March 31, 2012.
|
April 9, 2011
|
|
25,000
|
|
Vested and became exercisable with respect to half of the option shares on December 31, 2011 and the other half vested in four equal quarterly installments starting on March 31, 2012 and ending on December 31, 2012 and are fully vested as of the date of this report.
|
July 9, 2012
|
|
50,000
|
|
Will vest and become exercisable with respect to 4/24 of the option shares on June 30, 2013 and the remainder will vest in equal installments over each of the remaining 20 quarters with full vesting on June 30, 2018.
|
December 28, 2012
|
|
200,000
|
|
Will vest and become exercisable with respect to 4/24 of the option shares on June 30, 2013 and the remainder will vest in equal installments over each of the remaining 20 quarters with full vesting on June 30, 2018.
|
Assumptions:
|
|
2012
(2)
|
|
2011
(2)
|
||||
Risk-free interest rate
|
|
1.11
|
%
|
|
2.79
|
%
|
||
Weighted average expected dividend yield
|
|
8.13
|
%
|
|
2.25
|
%
|
||
Expected volatility factor
(1)
|
|
45.00
|
%
|
|
40.22
|
%
|
||
Expected life in years
|
|
6.66
|
|
|
5.72
|
|
||
Fair value of options per share
|
|
$
|
3.01
|
|
|
$
|
8.44
|
|
(1)
|
The Company determined its expected volatility based on comparable companies using daily stock prices and the Company’s volatility.
|
(2)
|
Represents weighted average of 2012 and 2011 grants, respectively.
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Fair
Value
|
|
Weighted
Average
Remaining
Contractual
Term
|
||||||
Balance at January 1, 2011
|
5,000,000
|
|
|
$
|
8.00
|
|
|
$
|
28,100
|
|
|
9.92
|
|
Granted
|
580,556
|
|
|
9.39
|
|
|
4,896
|
|
|
9.09
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance at December 31, 2011
|
5,580,556
|
|
|
8.14
|
|
|
32,996
|
|
|
8.93
|
|
||
Granted
|
250,000
|
|
|
16.26
|
|
|
752
|
|
|
9.90
|
|
||
Exercised
|
(277,778
|
)
|
|
9.00
|
|
|
(2,364
|
)
|
|
—
|
|
||
Forfeited
|
(277,778
|
)
|
|
9.00
|
|
|
(2,364
|
)
|
|
—
|
|
||
Balance at December 31, 2012
|
5,275,000
|
|
|
8.44
|
|
|
29,020
|
|
|
8.01
|
|
||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(2,324,997
|
)
|
|
8.12
|
|
|
(12,896
|
)
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance at December 31, 2013
|
2,950,003
|
|
|
8.69
|
|
|
$
|
16,124
|
|
|
7.08
|
|
|
Exercisable at December 31, 2013
|
262,500
|
|
|
$
|
9.83
|
|
|
$
|
1,342
|
|
|
7.34
|
|
|
Unvested
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Vested
|
|
Total Number
of RDUs
Outstanding
|
|||||
Balance at January 1, 2011
|
166,667
|
|
|
$
|
7.20
|
|
|
389,785
|
|
|
556,452
|
|
Granted
|
90,688
|
|
|
10.30
|
|
|
—
|
|
|
90,688
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Delivered
|
—
|
|
|
10.54
|
|
|
(389,785
|
)
|
|
(389,785
|
)
|
|
Vested
|
(60,702
|
)
|
|
8.69
|
|
|
60,702
|
|
|
—
|
|
|
Balance at December 31, 2011
|
196,653
|
|
|
8.17
|
|
|
60,702
|
|
|
257,355
|
|
|
Granted
|
256,673
|
|
|
9.45
|
|
|
—
|
|
|
256,673
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Delivered
|
—
|
|
|
8.69
|
|
|
(60,702
|
)
|
|
(60,702
|
)
|
|
Vested
|
(114,896
|
)
|
|
9.02
|
|
|
114,896
|
|
|
—
|
|
|
Balance at December 31, 2012
|
338,430
|
|
|
8.85
|
|
|
114,896
|
|
|
453,326
|
|
|
Granted
|
27,286
|
|
|
26.90
|
|
|
—
|
|
|
27,286
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Delivered
|
—
|
|
|
9.02
|
|
|
(114,896
|
)
|
|
(114,896
|
)
|
|
Vested
|
(120,354
|
)
|
|
9.83
|
|
|
120,354
|
|
|
—
|
|
|
Balance at December 31, 2013
|
245,362
|
|
|
$
|
10.38
|
|
|
120,354
|
|
|
365,716
|
|
|
RDUs Available
For Future
Grants
|
|
||
Balance at January 1, 2011
|
1,979,031
|
|
|
|
Purchases
|
59,494
|
|
|
|
Granted
|
(90,688
|
)
|
|
|
Forfeited
|
—
|
|
|
|
Balance at December 31, 2011
|
1,947,837
|
|
|
|
Purchases
|
187,261
|
|
|
|
Granted/Issued
|
(449,753
|
)
|
(1
|
)
|
Forfeited
|
—
|
|
|
|
Balance at December 31, 2012
|
1,685,345
|
|
|
|
Purchases
|
6,236
|
|
|
|
Granted/Issued
|
(39,272
|
)
|
(1
|
)
|
Forfeited
|
—
|
|
|
|
Balance at December 31, 2013
|
1,652,309
|
|
|
(1)
|
During 2013 and 2012, the Company delivered
11,986
and
193,080
to certain employees as part of AAA's carry reinvestment program, respectively. This resulted in a decrease in profit sharing payable of
$0.2 million
and
$1.2 million
in 2013 and 2012, respectively in the consolidated statements of financial condition.
|
|
ARI
Restricted
Stock
Unvested
|
|
ARI RSUs
Unvested
|
|
Weighted
Average
Grant Date
Fair Value
|
|
ARI RSUs
Vested
|
|
Total
Number of
ARI RSUs
Outstanding
|
||||||
Balance at January 1, 2011
|
65,002
|
|
|
96,250
|
|
|
$
|
17.57
|
|
|
22,709
|
|
|
118,959
|
|
Granted to employees of the Company
|
—
|
|
|
203,337
|
|
|
14.34
|
|
|
—
|
|
|
203,337
|
|
|
Granted to the Company
|
—
|
|
|
156,000
|
|
|
14.85
|
|
|
—
|
|
|
156,000
|
|
|
Forfeited by employees of the Company
|
—
|
|
|
(30,000
|
)
|
|
14.85
|
|
|
—
|
|
|
(30,000
|
)
|
|
Vested awards for employees of the Company
|
—
|
|
|
(50,833
|
)
|
|
16.95
|
|
|
50,833
|
|
|
—
|
|
|
Vested awards of the Company
|
(32,500
|
)
|
|
—
|
|
|
18.48
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31, 2011
|
32,502
|
|
|
374,754
|
|
|
15.12
|
|
|
73,542
|
|
|
448,296
|
|
|
Granted to employees of the Company
|
—
|
|
|
20,000
|
|
|
15.17
|
|
|
—
|
|
|
20,000
|
|
|
Granted to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited by employees of the Company
|
—
|
|
|
(5,522
|
)
|
|
14.09
|
|
|
—
|
|
|
(5,522
|
)
|
|
Vested awards for employees of the Company
|
—
|
|
|
(99,690
|
)
|
|
15.43
|
|
|
99,690
|
|
|
—
|
|
|
Vested awards of the Company
|
(32,502
|
)
|
|
(52,000
|
)
|
|
16.25
|
|
|
52,000
|
|
|
—
|
|
|
Balance at December 31, 2012
|
—
|
|
|
237,542
|
|
|
14.62
|
|
|
225,232
|
|
|
462,774
|
|
|
Granted to employees of the Company
|
—
|
|
|
205,000
|
|
|
16.58
|
|
|
—
|
|
|
205,000
|
|
|
Granted to the Company
|
—
|
|
|
40,000
|
|
|
17.59
|
|
|
—
|
|
|
40,000
|
|
|
Forfeited by employees of the Company
|
|
|
|
(5,000
|
)
|
|
16.66
|
|
|
—
|
|
|
(5,000
|
)
|
|
Vested awards of the employees of the Company
|
—
|
|
|
(137,807
|
)
|
|
15.48
|
|
|
137,807
|
|
|
—
|
|
|
Vested awards of the Company
|
—
|
|
|
(65,333
|
)
|
|
15.41
|
|
|
65,333
|
|
|
—
|
|
|
Balance at December 31, 2013
|
—
|
|
|
274,402
|
|
|
$
|
15.86
|
|
|
428,372
|
|
|
702,774
|
|
|
AMTG RSUs
Unvested
|
|
Weighted
Average
Grant Date
Fair Value
|
|
AMTG RSUs Vested
|
|
Total
Number of
AMTG RSUs
Outstanding
|
|||||
Balance at January 1, 2011
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Granted to employees of the Company
|
12,125
|
|
|
16.57
|
|
|
—
|
|
|
12,125
|
|
|
Granted to the Company
|
18,750
|
|
|
18.20
|
|
|
—
|
|
|
18,750
|
|
|
Forfeited by employees of the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Vested awards of the employees of the Company
|
(1,008
|
)
|
|
16.57
|
|
|
1,008
|
|
|
—
|
|
|
Vested awards of the Company
|
(1,562
|
)
|
|
18.20
|
|
|
1,562
|
|
|
—
|
|
|
Balance at December 31, 2011
|
28,305
|
|
|
17.56
|
|
|
2,570
|
|
|
30,875
|
|
|
Granted to employees of the Company
|
143,244
|
|
|
20.62
|
|
|
—
|
|
|
143,244
|
|
|
Granted to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited by employees of the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Vested awards of the employees of the Company
|
(4,042
|
)
|
|
16.57
|
|
|
4,042
|
|
|
—
|
|
|
Vested awards of the Company
|
(6,250
|
)
|
|
18.20
|
|
|
6,250
|
|
|
—
|
|
|
Balance at December 31, 2012
|
161,257
|
|
|
20.28
|
|
|
12,862
|
|
|
174,119
|
|
|
Granted to employees of the Company
|
25,848
|
|
|
14.73
|
|
|
—
|
|
|
25,848
|
|
|
Forfeited by employees of the Company
|
(2,359
|
)
|
|
18.74
|
|
|
—
|
|
|
(2,359
|
)
|
|
Vested awards of the employees of the Company
|
(51,259
|
)
|
|
20.30
|
|
|
51,259
|
|
|
—
|
|
|
Vested awards of the Company
|
(6,250
|
)
|
|
18.20
|
|
|
6,250
|
|
|
—
|
|
|
Balance at December 31, 2013
|
127,237
|
|
|
$
|
19.28
|
|
|
70,371
|
|
|
197,608
|
|
|
Total
Amount
|
|
Non-
Controlling
Interest % in
Apollo
Operating
Group
|
|
Allocated to
Non-
Controlling
Interest in
Apollo
Operating
Group
(1)
|
|
Allocated to
Apollo
Global
Management,
LLC
|
|||||||
AOG Units
|
$
|
30,007
|
|
|
61.0
|
%
|
|
$
|
19,163
|
|
|
$
|
10,844
|
|
RSUs and Share Options
|
92,185
|
|
|
—
|
|
|
—
|
|
|
92,185
|
|
|||
ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
|
2,852
|
|
|
61.0
|
|
|
1,763
|
|
|
1,089
|
|
|||
AAA RDUs
|
1,183
|
|
|
61.0
|
|
|
731
|
|
|
452
|
|
|||
Total Equity-Based Compensation
|
$
|
126,227
|
|
|
|
|
21,657
|
|
|
104,570
|
|
|||
Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
|
|
|
|
|
(2,494
|
)
|
|
365
|
|
|||||
Capital Increase Related to Equity-Based Compensation
|
|
|
|
|
$
|
19,163
|
|
|
$
|
104,935
|
|
(1)
|
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
|
|
Total
Amount
|
|
Non-
Controlling
Interest % in
Apollo
Operating
Group
|
|
Allocated to
Non-
Controlling
Interest in
Apollo
Operating
Group
(1)
|
|
Allocated to
Apollo
Global
Management,
LLC
|
|||||||
AOG Units
|
$
|
480,931
|
|
|
64.9
|
%
|
|
$
|
313,856
|
|
|
$
|
167,075
|
|
RSUs and Share Options
|
115,013
|
|
|
—
|
|
|
—
|
|
|
115,013
|
|
|||
ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
|
1,674
|
|
|
64.9
|
|
|
1,093
|
|
|
581
|
|
|||
AAA RDUs
|
1,036
|
|
|
64.9
|
|
|
676
|
|
|
360
|
|
|||
Total Equity-Based Compensation
|
$
|
598,654
|
|
|
|
|
315,625
|
|
|
283,029
|
|
|||
Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
|
|
|
|
|
(1,769
|
)
|
|
(741
|
)
|
|||||
Capital Increase Related to Equity-Based Compensation
|
|
|
|
|
$
|
313,856
|
|
|
$
|
282,288
|
|
(1)
|
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
|
|
Total
Amount
|
|
Non-
Controlling
Interest % in
Apollo
Operating
Group
|
|
Allocated to
Non-
Controlling
Interest in
Apollo
Operating
Group
(1)
|
|
Allocated to
Apollo
Global
Management,
LLC
|
|||||||
AOG Units
|
$
|
1,032,762
|
|
|
65.9
|
%
|
|
$
|
696,361
|
|
|
$
|
336,401
|
|
RSUs and Share Options
|
115,142
|
|
|
—
|
|
|
—
|
|
|
115,142
|
|
|||
ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
|
1,320
|
|
|
65.9
|
|
|
870
|
|
|
450
|
|
|||
AAA RDUs
|
529
|
|
|
65.9
|
|
|
349
|
|
|
180
|
|
|||
Total Equity-Based Compensation
|
$
|
1,149,753
|
|
|
|
|
697,580
|
|
|
452,173
|
|
|||
Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
|
|
|
|
|
(1,219
|
)
|
|
(630
|
)
|
|||||
Capital Increase Related to Equity-Based Compensation
|
|
|
|
|
$
|
696,361
|
|
|
$
|
451,543
|
|
(1)
|
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
|
|
As of
December 31, |
|
||||||
|
2013
|
|
2012
|
|
||||
Due from Affiliates:
|
|
|
|
|
||||
Due from private equity funds
|
$
|
57,582
|
|
|
$
|
28,201
|
|
|
Due from portfolio companies
|
23,484
|
|
|
46,048
|
|
|
||
Due from credit funds
(2)
|
216,750
|
|
|
68,278
|
|
(1)
|
||
Due from Contributing Partners, employees and former employees
|
2,659
|
|
|
9,536
|
|
|
||
Due from real estate funds
|
12,119
|
|
|
17,950
|
|
|
||
Other
|
4,653
|
|
|
3,299
|
|
|
||
Total Due from Affiliates
|
$
|
317,247
|
|
|
$
|
173,312
|
|
|
Due to Affiliates:
|
|
|
|
|
||||
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement
|
$
|
525,483
|
|
|
$
|
441,997
|
|
|
Due to private equity funds
|
825
|
|
|
12,761
|
|
|
||
Due to credit funds
|
1,773
|
|
|
19,926
|
|
|
||
Due to real estate funds
|
—
|
|
|
1,200
|
|
|
||
Distributions payable to employees
|
67,290
|
|
|
1,567
|
|
|
||
Total Due to Affiliates
|
$
|
595,371
|
|
|
$
|
477,451
|
|
|
(1)
|
Reclassified to conform to current period presentation.
|
(2)
|
Includes monitoring fee receivable as discussed in "Athene" below.
|
Distribution
Declaration Date
|
|
Distribution
per
Class A Share
Amount
|
|
Distribution
Payment Date
|
|
Distribution
to
Class A
Shareholders
|
|
Distribution to
Non-Controlling
Interest Holders
in the Apollo
Operating Group
|
|
Total
Distributions
from
Apollo Operating
Group
|
|
Distribution
Equivalents on
Participating
Securities
|
||||||||||
January 4, 2011
|
|
$
|
0.17
|
|
|
January 14, 2011
|
|
$
|
16.6
|
|
|
$
|
40.8
|
|
|
$
|
57.4
|
|
|
$
|
3.3
|
|
May 12, 2011
|
|
0.22
|
|
|
June 1, 2011
|
|
26.8
|
|
|
52.8
|
|
|
79.6
|
|
|
4.7
|
|
|||||
August 9, 2011
|
|
0.24
|
|
|
August 29, 2011
|
|
29.5
|
|
|
57.6
|
|
|
87.1
|
|
|
5.1
|
|
|||||
November 3, 2011
|
|
0.20
|
|
|
December 2, 2011
|
|
24.8
|
|
|
48.0
|
|
|
72.8
|
|
|
4.3
|
|
|||||
For the year ended December 31, 2011
|
|
$
|
0.83
|
|
|
|
|
$
|
97.7
|
|
|
$
|
199.2
|
|
|
$
|
296.9
|
|
|
$
|
17.4
|
|
February 10, 2012
|
|
$
|
0.46
|
|
|
February 29, 2012
|
|
$
|
58.1
|
|
|
$
|
110.4
|
|
|
$
|
168.5
|
|
|
$
|
10.3
|
|
April 13, 2012
|
|
—
|
|
|
April 13, 2012
|
|
—
|
|
|
11.0
|
|
(1)
|
11.0
|
|
|
—
|
|
|||||
May 8, 2012
|
|
0.25
|
|
|
May 30, 2012
|
|
31.6
|
|
|
60.0
|
|
|
91.6
|
|
|
6.2
|
|
|||||
August 2, 2012
|
|
0.24
|
|
|
August 31, 2012
|
|
31.2
|
|
|
57.6
|
|
|
88.8
|
|
|
5.3
|
|
|||||
November 9, 2012
|
|
0.40
|
|
|
November 30, 2012
|
|
52.0
|
|
|
96.0
|
|
|
148.0
|
|
|
9.4
|
|
|||||
For the year ended December 31, 2012
|
|
$
|
1.35
|
|
|
|
|
$
|
172.9
|
|
|
$
|
335.0
|
|
|
$
|
507.9
|
|
|
$
|
31.2
|
|
February 8, 2013
|
|
$
|
1.05
|
|
|
February 28, 2013
|
|
$
|
138.7
|
|
|
$
|
252.0
|
|
|
$
|
390.7
|
|
|
$
|
25.0
|
|
April 12, 2013
|
|
—
|
|
|
April 12, 2013
|
|
—
|
|
|
55.2
|
|
(1)
|
55.2
|
|
|
—
|
|
|||||
May 6, 2013
|
|
0.57
|
|
|
May 30, 2013
|
|
80.8
|
|
|
131.8
|
|
|
212.6
|
|
|
14.3
|
|
|||||
August 8, 2013
|
|
1.32
|
|
|
August 30, 2013
|
|
189.7
|
|
|
305.2
|
|
|
494.9
|
|
|
30.8
|
|
|||||
November 7, 2013
|
|
1.01
|
|
|
November 29, 2013
|
|
147.7
|
|
|
231.2
|
|
|
$
|
378.9
|
|
|
$
|
24.1
|
|
|||
For the year ended December 31, 2013
|
|
$
|
3.95
|
|
|
|
|
$
|
556.9
|
|
|
$
|
975.4
|
|
|
$
|
1,532.3
|
|
|
$
|
94.2
|
|
(1)
|
On April 12, 2013 and April 13, 2012, the Company made a
$0.23
and a
$0.05
distribution to the non-controlling interest holders in the Apollo Operating Group, respectively.
|
|
For the
Year Ended December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
AAA
(1)
|
$
|
(331,504
|
)
|
|
$
|
(278,454
|
)
|
|
$
|
123,400
|
|
Interest in management companies and a co-investment vehicle
(2)
|
(18,872
|
)
|
|
(7,307
|
)
|
|
(12,146
|
)
|
|||
Other consolidated entities
|
43,357
|
|
|
50,956
|
|
|
(13,958
|
)
|
|||
Net (income) loss attributable to Non-Controlling Interests in consolidated entities
|
(307,019
|
)
|
|
(234,805
|
)
|
|
97,296
|
|
|||
Net income attributable to Appropriated Partners’ Capital
(3)
|
(149,934
|
)
|
|
(1,816,676
|
)
|
|
(202,235
|
)
|
|||
Net (income) loss attributable to Non-Controlling Interests in the Apollo Operating Group
|
(1,257,650
|
)
|
|
(685,357
|
)
|
|
940,312
|
|
|||
Net (Income) Loss attributable to Non-Controlling Interests
|
$
|
(1,714,603
|
)
|
|
$
|
(2,736,838
|
)
|
|
$
|
835,373
|
|
Net income attributable to Appropriated Partners’ Capital
(4)
|
149,934
|
|
|
1,816,676
|
|
|
202,235
|
|
|||
Other Comprehensive Income attributable to Non-Controlling Interests
|
(41
|
)
|
|
(2,010
|
)
|
|
(5,106
|
)
|
|||
Comprehensive (Income) Loss Attributable to Non-Controlling Interests
|
$
|
(1,564,710
|
)
|
|
$
|
(922,172
|
)
|
|
$
|
1,032,502
|
|
(1)
|
Reflects the Non-Controlling Interests in the net (income) loss of AAA and is calculated based on the Non-Controlling Interests ownership percentage in AAA, which was approximately
97.4%
during the
year ended December 31, 2013
, approximately
97.3%
during the
year ended December 31, 2012
, and approximately
97.6%
during the year ended December 31, 2011. As of
December 31, 2013
,
2012
and 2011, Apollo owned approximately
2.6%
,
2.7%
and
2.4%
of AAA, respectively.
|
(2)
|
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit management companies.
|
(3)
|
Reflects net income of the consolidated CLOs classified as VIEs. Includes the bargain purchase gain from the Stone Tower acquisition of
$1,951.1 million
for the
year ended December 31, 2012
and the bargain purchase gain from the Gulf Stream acquisition of
$0.8 million
and
$195.4 million
for the years ended December 31, 2012 and 2011, respectively.
|
(4)
|
Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive (income) loss attributable to Non-Controlling Interests on the consolidated statements of comprehensive income (loss).
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate minimum future payments
|
$
|
38,649
|
|
|
$
|
38,246
|
|
|
$
|
36,946
|
|
|
$
|
35,020
|
|
|
$
|
31,416
|
|
|
$
|
53,138
|
|
|
$
|
233,415
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Other long-term obligations
|
$
|
6,447
|
|
|
$
|
929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,376
|
|
|
As of December 31, 2013
|
||
Private Equity Funds:
|
|
||
Fund VII
|
$
|
2,197,158
|
|
Fund VI
|
1,495,767
|
|
|
Fund V
|
81,218
|
|
|
Fund IV
|
7,647
|
|
|
AAA/Other
|
228,909
|
|
|
Total Private Equity Funds
|
4,010,699
|
|
|
Credit Funds:
|
|
||
U.S. Performing Credit
|
445,465
|
|
|
Structured Credit
|
63,429
|
|
|
European Credit Funds
|
73,800
|
|
|
Non-Performing Loans
|
189,113
|
|
|
Opportunistic Credit
|
60,874
|
|
|
Total Credit Funds
|
832,681
|
|
|
Real Estate Funds:
|
|
||
CPI Funds
|
4,755
|
|
|
AGRE U.S. Real Estate Fund, L.P.
|
5,631
|
|
|
Other
|
4,831
|
|
|
Total Real Estate Funds
|
15,217
|
|
|
Total
|
$
|
4,858,597
|
|
•
|
Private Equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments;
|
•
|
Credit
—primarily invests in non-control corporate and structured debt instruments; and
|
•
|
Real Estate
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
|
Impact of Reclassification on Economic Net (Loss) Income
|
||
|
Private Equity Segment
|
|
Credit Segment
|
For the year ended December 31, 2012
|
$(16,787)
|
|
$16,787
|
For the year ended December 31, 2011
|
(8,768)
|
|
8,768
|
|
Impact of Reclassification on Management Business Economic Net Income (Loss)
|
||||
|
Private Equity Segment
|
|
Credit Segment
|
|
Real Estate Segment
|
For the Year Ended December 31, 2012
|
$24,397
|
|
$(17,082)
|
|
$(7,315)
|
For the Year Ended December 31, 2011
|
3,434
|
|
(2,081)
|
|
(1,353)
|
|
Impact of Reclassification on Incentive Business Economic Net (Loss) Income
|
||||
|
Private Equity Segment
|
|
Credit Segment
|
|
Real Estate Segment
|
For the Year Ended December 31, 2012
|
$(24,397)
|
|
$17,082
|
|
$7,315
|
For the Year Ended December 31, 2011
|
(3,434)
|
|
2,081
|
|
1,353
|
•
|
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; and
|
•
|
Decisions relating 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 such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.
|
|
As of and For the Year Ended
December 31, 2013 |
||||||||||||||
|
Private
Equity
Segment
|
|
Credit
Segment
|
|
Real
Estate
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Advisory and transaction fees from affiliates, net
|
$
|
78,371
|
|
|
$
|
114,643
|
|
|
$
|
3,548
|
|
|
$
|
196,562
|
|
Management fees from affiliates
|
284,833
|
|
|
392,433
|
|
|
53,436
|
|
|
730,702
|
|
||||
Carried interest income from affiliates
|
2,517,247
|
|
|
373,692
|
|
|
5,222
|
|
|
2,896,161
|
|
||||
Total Revenues
|
2,880,451
|
|
|
880,768
|
|
|
62,206
|
|
|
3,823,425
|
|
||||
Expenses
|
1,284,657
|
|
|
482,015
|
|
|
69,886
|
|
|
1,836,558
|
|
||||
Other Income
|
93,512
|
|
|
55,133
|
|
|
6,124
|
|
|
154,769
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(13,985
|
)
|
|
—
|
|
|
(13,985
|
)
|
||||
Economic Net Income (Loss)
|
$
|
1,689,306
|
|
|
$
|
439,901
|
|
|
$
|
(1,556
|
)
|
|
$
|
2,127,651
|
|
Total Assets
|
$
|
3,148,975
|
|
|
$
|
1,918,565
|
|
|
$
|
145,996
|
|
|
$
|
5,213,536
|
|
|
As of and for the Year Ended
December 31, 2013 |
||||||||||
|
Total
Reportable
Segments
|
|
Consolidation
Adjustments
and Other
|
|
Consolidated
|
||||||
Revenues
|
$
|
3,823,425
|
|
|
$
|
(89,854
|
)
|
(1)
|
$
|
3,733,571
|
|
Expenses
|
1,836,558
|
|
|
105,157
|
|
(2)
|
1,941,715
|
|
|||
Other income
|
154,769
|
|
|
534,938
|
|
(3)
|
689,707
|
|
|||
Non-Controlling Interests
|
(13,985
|
)
|
|
(1,700,618
|
)
|
|
(1,714,603
|
)
|
|||
Economic Net Income
|
$
|
2,127,651
|
|
(5)
|
N/A
|
|
|
N/A
|
|
||
Total Assets
|
$
|
5,213,536
|
|
|
$
|
17,264,445
|
|
(6)
|
$
|
22,477,981
|
|
(1)
|
Represents advisory, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation.
|
(2)
|
Represents the addition of expenses of consolidated funds and the consolidated VIEs and expenses related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units and amortization of intangible assets.
|
(3)
|
Results from the following:
|
|
For the Year Ended
December 31, 2013 |
||
Net gains from investment activities
|
$
|
342,828
|
|
Net gains from investment activities of consolidated variable interest entities
|
199,742
|
|
|
Loss from equity method investments
(4)
|
(5,860
|
)
|
|
Other Income, net
|
(1,772
|
)
|
|
Total Consolidation Adjustments
|
$
|
534,938
|
|
(4)
|
Included is
$(4,888)
reflecting remaining interest of certain individuals who receive an allocation of income from a private equity co-investment vehicle.
|
(5)
|
The reconciliation of Economic Net Income to Net Income Attributable to Apollo Global Management, LLC reported in the consolidated statements of operations consists of the following:
|
|
For the Year Ended
December 31, 2013 |
||
Economic Net Income
|
$
|
2,127,651
|
|
Income tax provision
|
(107,569
|
)
|
|
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
(1,257,650
|
)
|
|
Non-cash charges related to equity-based compensation
(7)
|
(59,847
|
)
|
|
Amortization of intangible assets
|
(43,194
|
)
|
|
Net Income Attributable to Apollo Global Management, LLC
|
$
|
659,391
|
|
(6)
|
Represents the addition of assets of consolidated funds and the consolidated VIEs.
|
(7)
|
Includes impact of non-cash charges related to amortization of AOG Units and RSU Plan Grants made in connection with the 2007 private placement as discussed in note
16
to our consolidated financial statements.
|
|
For the Year Ended
December 31, 2013 |
||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
78,371
|
|
|
$
|
—
|
|
|
$
|
78,371
|
|
|
$
|
114,643
|
|
|
$
|
—
|
|
|
$
|
114,643
|
|
Management fees from affiliates
|
284,833
|
|
|
—
|
|
|
284,833
|
|
|
392,433
|
|
|
—
|
|
|
392,433
|
|
||||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses)
(1)
|
—
|
|
|
454,722
|
|
|
454,722
|
|
|
—
|
|
|
(56,568
|
)
|
|
(56,568
|
)
|
||||||
Realized gains
|
—
|
|
|
2,062,525
|
|
|
2,062,525
|
|
|
36,922
|
|
|
393,338
|
|
|
430,260
|
|
||||||
Total Revenues
|
363,204
|
|
|
2,517,247
|
|
|
2,880,451
|
|
|
543,998
|
|
|
336,770
|
|
|
880,768
|
|
||||||
Compensation and benefits
(2)
|
141,728
|
|
|
1,030,404
|
|
|
1,172,132
|
|
|
177,223
|
|
|
142,728
|
|
|
319,951
|
|
||||||
Other expenses
(3)
|
112,525
|
|
|
—
|
|
|
112,525
|
|
|
162,064
|
|
|
—
|
|
|
162,064
|
|
||||||
Total Expenses
|
254,253
|
|
|
1,030,404
|
|
|
1,284,657
|
|
|
339,287
|
|
|
142,728
|
|
|
482,015
|
|
||||||
Other Income
|
13,006
|
|
|
80,506
|
|
|
93,512
|
|
|
28,540
|
|
|
26,593
|
|
|
55,133
|
|
||||||
Non-Controlling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,985
|
)
|
|
—
|
|
|
(13,985
|
)
|
||||||
Economic Net Income
|
$
|
121,957
|
|
|
$
|
1,567,349
|
|
|
$
|
1,689,306
|
|
|
$
|
219,266
|
|
|
$
|
220,635
|
|
|
$
|
439,901
|
|
(1)
|
Included in unrealized carried interest income from affiliates for the
year ended December 31, 2013
was reversal of
$19.3 million
and
$0.3 million
of the entire general partner obligation to return previously distributed carried interest income with respect to SOMA and APC, respectively. The general partner obligation is recognized based upon a hypothetical liquidation of the fund’s net assets as of the reporting date. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund.
|
(2)
|
Compensation and benefits include equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(3)
|
Other expenses exclude amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.
|
|
For the Year Ended
December 31, 2013 |
||||||||||
|
Real Estate
|
||||||||||
|
Management
|
|
Incentive
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advisory and transaction fees from affiliates, net
|
$
|
3,548
|
|
|
$
|
—
|
|
|
$
|
3,548
|
|
Management fees from affiliates
|
53,436
|
|
|
—
|
|
|
53,436
|
|
|||
Carried interest income from affiliates:
|
|
|
|
|
|
||||||
Unrealized gains
|
—
|
|
|
4,681
|
|
|
4,681
|
|
|||
Realized gains
|
—
|
|
|
541
|
|
|
541
|
|
|||
Total Revenues
|
56,984
|
|
|
5,222
|
|
|
62,206
|
|
|||
Compensation and benefits
(1)
|
42,143
|
|
|
123
|
|
|
42,266
|
|
|||
Other expenses
(2)
|
27,620
|
|
|
—
|
|
|
27,620
|
|
|||
Total Expenses
|
69,763
|
|
|
123
|
|
|
69,886
|
|
|||
Other Income
|
2,402
|
|
|
3,722
|
|
|
6,124
|
|
|||
Economic Net (Loss) Income
|
$
|
(10,377
|
)
|
|
$
|
8,821
|
|
|
$
|
(1,556
|
)
|
(1)
|
Compensation and benefits include equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(2)
|
Other expenses exclude amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.
|
|
As of and for the Year Ended
December 31, 2012 |
||||||||||||||
|
Private
Equity
Segment
(1)
|
|
Credit
Segment
(1)
|
|
Real
Estate
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Advisory and transaction fees from affiliates, net
|
$
|
121,744
|
|
|
$
|
27,551
|
|
|
$
|
749
|
|
|
$
|
150,044
|
|
Management fees from affiliates
|
277,048
|
|
|
299,667
|
|
|
46,326
|
|
|
623,041
|
|
||||
Carried interest income from affiliates
|
1,667,535
|
|
|
518,852
|
|
|
15,074
|
|
|
2,201,461
|
|
||||
Total Revenues
|
2,066,327
|
|
|
846,070
|
|
|
62,149
|
|
|
2,974,546
|
|
||||
Expenses
|
945,466
|
|
|
454,378
|
|
|
72,437
|
|
|
1,472,281
|
|
||||
Other Income
|
78,691
|
|
|
59,966
|
|
|
2,253
|
|
|
140,910
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(8,730
|
)
|
|
—
|
|
|
(8,730
|
)
|
||||
Economic Net Income (Loss)
|
$
|
1,199,552
|
|
|
$
|
442,928
|
|
|
$
|
(8,035
|
)
|
|
$
|
1,634,445
|
|
Total Assets
|
$
|
2,583,373
|
|
|
$
|
1,798,086
|
|
|
$
|
76,851
|
|
|
$
|
4,458,310
|
|
(1)
|
Reclassified to conform to current presentation.
|
|
As of and for the Year Ended
December 31, 2012 |
||||||||||
|
Total
Reportable
Segments
|
|
Consolidation
Adjustments
and Other
|
|
Consolidated
|
||||||
Revenues
|
$
|
2,974,546
|
|
|
$
|
(114,581
|
)
|
(1)
|
$
|
2,859,965
|
|
Expenses
|
1,472,281
|
|
|
575,564
|
|
(2)
|
2,047,845
|
|
|||
Other income
|
140,910
|
|
|
2,160,175
|
|
(3)
|
2,301,085
|
|
|||
Non-Controlling Interests
|
(8,730
|
)
|
|
(2,728,108
|
)
|
|
(2,736,838
|
)
|
|||
Economic Net Income
|
$
|
1,634,445
|
|
(5)
|
N/A
|
|
|
N/A
|
|
||
Total Assets
|
$
|
4,458,310
|
|
|
$
|
16,178,548
|
|
(6)
|
$
|
20,636,858
|
|
(1)
|
Represents advisory, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation.
|
(2)
|
Represents the addition of expenses of consolidated funds and the consolidated VIEs and expenses related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising of amortization of AOG Units and amortization of intangible assets.
|
(3)
|
Results from the following:
|
|
For the Year Ended
December 31, 2012 |
||
Net gains from investment activities
|
$
|
289,386
|
|
Net losses from investment activities of consolidated variable interest entities
|
(71,704
|
)
|
|
Loss from equity method investments
(4)
|
(10,947
|
)
|
|
Other income and interest income
|
1,543
|
|
|
Gain on acquisition
|
1,951,897
|
|
|
Total Consolidation Adjustments
|
$
|
2,160,175
|
|
(4)
|
Included is
$1,423
, reflecting remaining interest of certain individuals who receive an allocation of income from a private equity co-investment vehicle.
|
(5)
|
The reconciliation of Economic Net Income to Net Income Attributable to Apollo Global Management, LLC reported in the consolidated statements of operations consists of the following:
|
|
For the Year Ended
December 31, 2012 |
||
Economic Net Income
|
$
|
1,634,445
|
|
Income tax provision
|
(65,410
|
)
|
|
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
(685,357
|
)
|
|
Non-cash charges related to equity-based compensation
(7)
|
(529,712
|
)
|
|
Amortization of intangible assets
|
(43,009
|
)
|
|
Net Income Attributable to Apollo Global Management, LLC
|
$
|
310,957
|
|
(6)
|
Represents the addition of assets of consolidated funds and the consolidated VIEs.
|
(7)
|
Includes impact of non-cash charges related to amortization of AOG Units and RSU Plan Grants made in connection with the 2007 private placement as discussed in note
16
to our consolidated financial statements.
|
|
For the Year Ended
December 31, 2012 |
||||||||||||||||||||||
|
Private Equity
(1)
|
|
Credit
(1)
|
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
121,744
|
|
|
$
|
—
|
|
|
$
|
121,744
|
|
|
$
|
27,551
|
|
|
$
|
—
|
|
|
$
|
27,551
|
|
Management fees from affiliates
|
277,048
|
|
|
—
|
|
|
277,048
|
|
|
299,667
|
|
|
—
|
|
|
299,667
|
|
||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains
(2)
|
—
|
|
|
854,919
|
|
|
854,919
|
|
|
—
|
|
|
301,077
|
|
|
301,077
|
|
||||||
Realized gains
|
—
|
|
|
812,616
|
|
|
812,616
|
|
|
37,842
|
|
|
179,933
|
|
|
217,775
|
|
||||||
Total Revenues
|
398,792
|
|
|
1,667,535
|
|
|
2,066,327
|
|
|
365,060
|
|
|
481,010
|
|
|
846,070
|
|
||||||
Compensation and benefits
(3)
|
135,281
|
|
|
726,874
|
|
|
862,155
|
|
|
166,883
|
|
|
138,444
|
|
|
305,327
|
|
||||||
Other expenses
(4)
|
83,311
|
|
|
—
|
|
|
83,311
|
|
|
149,051
|
|
|
—
|
|
|
149,051
|
|
||||||
Total Expenses
|
218,592
|
|
|
726,874
|
|
|
945,466
|
|
|
315,934
|
|
|
138,444
|
|
|
454,378
|
|
||||||
Other Income
|
4,653
|
|
|
74,038
|
|
|
78,691
|
|
|
15,008
|
|
|
44,958
|
|
|
59,966
|
|
||||||
Non-Controlling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,730
|
)
|
|
—
|
|
|
(8,730
|
)
|
||||||
Economic Net Income
|
$
|
184,853
|
|
|
$
|
1,014,699
|
|
|
$
|
1,199,552
|
|
|
$
|
55,404
|
|
|
$
|
387,524
|
|
|
$
|
442,928
|
|
(1)
|
Reclassified to conform to current presentation.
|
(2)
|
Included in unrealized carried interest income from affiliates for
December 31, 2012
was a reversal of
$75.3 million
of the entire general partner obligation to return previously distributed carried interest income with respect to Fund VI and reversal of previously recognized realized carried interest income due to the general partner obligation to return previously distributed carried interest income of
$1.2 million
and
$0.3 million
with respect to SOMA and APC, respectively. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of
December 31, 2012
. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
(3)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(4)
|
Other expenses excludes amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.
|
|
For the Year Ended
December 31, 2012 |
||||||||||
|
Real Estate
|
||||||||||
|
Management
|
|
Incentive
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advisory and transaction fees from affiliates, net
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
749
|
|
Management fees from affiliates
|
46,326
|
|
|
—
|
|
|
46,326
|
|
|||
Carried interest income from affiliates:
|
|
|
|
|
|
||||||
Unrealized gains
|
—
|
|
|
10,401
|
|
|
10,401
|
|
|||
Realized gains
|
—
|
|
|
4,673
|
|
|
4,673
|
|
|||
Total Revenues
|
47,075
|
|
|
15,074
|
|
|
62,149
|
|
|||
Compensation and benefits
(1)
|
41,352
|
|
|
6,815
|
|
|
48,167
|
|
|||
Other expenses
(2)
|
24,270
|
|
|
—
|
|
|
24,270
|
|
|||
Total Expenses
|
65,622
|
|
|
6,815
|
|
|
72,437
|
|
|||
Other Income
|
1,271
|
|
|
982
|
|
|
2,253
|
|
|||
Economic Net (Loss) Income
|
$
|
(17,276
|
)
|
|
$
|
9,241
|
|
|
$
|
(8,035
|
)
|
(1)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(2)
|
Other expenses excludes amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.
|
|
As of and for the Year Ended
December 31, 2011 |
||||||||||||||
|
Private
Equity
Segment
(1)
|
|
Credit
Segment
(1)
|
|
Real
Estate
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Advisory and transaction fees from affiliates, net
|
$
|
58,145
|
|
|
$
|
23,467
|
|
|
$
|
698
|
|
|
$
|
82,310
|
|
Management fees from affiliates
|
263,212
|
|
|
186,700
|
|
|
40,279
|
|
|
490,191
|
|
||||
Carried interest (loss) income from affiliates
|
(449,208
|
)
|
|
51,801
|
|
|
—
|
|
|
(397,407
|
)
|
||||
Total Revenues
|
(127,851
|
)
|
|
261,968
|
|
|
40,977
|
|
|
175,094
|
|
||||
Expenses
|
155,994
|
|
|
250,020
|
|
|
77,179
|
|
|
483,193
|
|
||||
Other Income
|
15,041
|
|
|
(5,716
|
)
|
|
10,420
|
|
|
19,745
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(12,146
|
)
|
|
—
|
|
|
(12,146
|
)
|
||||
Economic Net Loss
|
$
|
(268,804
|
)
|
|
$
|
(5,914
|
)
|
|
$
|
(25,782
|
)
|
|
$
|
(300,500
|
)
|
Total Assets
|
$
|
1,760,376
|
|
|
$
|
1,127,444
|
|
|
$
|
61,970
|
|
|
$
|
2,949,790
|
|
(1)
|
Reclassified to conform to current presentation.
|
|
As of and for the Year Ended
December 31, 2011 |
||||||||||
|
Total
Reportable
Segments
|
|
Consolidation
Adjustments
and Other
|
|
Consolidated
|
||||||
Revenues
|
$
|
175,094
|
|
|
$
|
(3,462
|
)
|
(1)
|
$
|
171,632
|
|
Expenses
|
483,193
|
|
|
1,099,257
|
|
(2)
|
1,582,450
|
|
|||
Other income
|
19,745
|
|
|
98,803
|
|
(3)
|
118,548
|
|
|||
Non-Controlling Interests
|
(12,146
|
)
|
|
847,519
|
|
|
835,373
|
|
|||
Economic Net Loss
|
$
|
(300,500
|
)
|
(4)
|
N/A
|
|
|
N/A
|
|
||
Total Assets
|
$
|
2,949,790
|
|
|
$
|
5,026,083
|
|
(5)
|
$
|
7,975,873
|
|
(1)
|
Represents advisory, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation.
|
(2)
|
Represents the addition of expenses of consolidated funds and the consolidated VIEs and expenses related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising of amortization of AOG Units and amortization of intangible assets.
|
(3)
|
Results from the following:
|
|
For the Year Ended December 31, 2011
|
||
Net losses from investment activities
|
$
|
(123,946
|
)
|
Net gains from investment activities of consolidated variable interest entities
|
24,201
|
|
|
Gain from equity method investments
|
3,094
|
|
|
Gain on acquisition
|
195,454
|
|
|
Total Consolidation Adjustments
|
$
|
98,803
|
|
(4)
|
The reconciliation of Economic Net Income to Net Income Attributable to Apollo Global Management, LLC reported in the consolidated statements of operations consists of the following:
|
|
For the Year Ended December 31, 2011
|
||
Economic Net Loss
|
$
|
(300,500
|
)
|
Income tax provision
|
(11,929
|
)
|
|
Net loss attributable to Non-Controlling Interests in Apollo Operating Group
|
940,312
|
|
|
Non-cash charges related to equity-based compensation
(6)
|
(1,081,581
|
)
|
|
Amortization of intangible assets
|
(15,128
|
)
|
|
Net Loss Attributable to Apollo Global Management, LLC
|
$
|
(468,826
|
)
|
(5)
|
Represents the addition of assets of consolidated funds and the consolidated VIEs.
|
(6)
|
Includes impact of non-cash charges related to amortization of AOG Units and RSU Plan Grants made in connection with the 2007 private placement as discussed in note
16
to our consolidated financial statements.
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||||||
|
Private Equity
(1)
|
|
Credit
(1)
|
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
58,145
|
|
|
$
|
—
|
|
|
$
|
58,145
|
|
|
$
|
23,467
|
|
|
$
|
—
|
|
|
$
|
23,467
|
|
Management fees from affiliates
|
263,212
|
|
|
—
|
|
|
263,212
|
|
|
186,700
|
|
|
—
|
|
|
186,700
|
|
||||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses
(2)
|
—
|
|
|
(1,019,748
|
)
|
|
(1,019,748
|
)
|
|
—
|
|
|
(66,852
|
)
|
|
(66,852
|
)
|
||||||
Realized gains
|
—
|
|
|
570,540
|
|
|
570,540
|
|
|
44,540
|
|
|
74,113
|
|
|
118,653
|
|
||||||
Total Revenues
|
321,357
|
|
|
(449,208
|
)
|
|
(127,851
|
)
|
|
254,707
|
|
|
7,261
|
|
|
261,968
|
|
||||||
Compensation and benefits
(3)
|
153,489
|
|
|
(96,833
|
)
|
|
56,656
|
|
|
118,263
|
|
|
36,762
|
|
|
155,025
|
|
||||||
Other expenses
(4)
|
99,338
|
|
|
—
|
|
|
99,338
|
|
|
94,995
|
|
|
—
|
|
|
94,995
|
|
||||||
Total Expenses
|
252,827
|
|
|
(96,833
|
)
|
|
155,994
|
|
|
213,258
|
|
|
36,762
|
|
|
250,020
|
|
||||||
Other Income (Loss)
|
7,081
|
|
|
7,960
|
|
|
15,041
|
|
|
(1,978
|
)
|
|
(3,738
|
)
|
|
(5,716
|
)
|
||||||
Non-Controlling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,146
|
)
|
|
—
|
|
|
(12,146
|
)
|
||||||
Economic Net Income (Loss)
|
$
|
75,611
|
|
|
$
|
(344,415
|
)
|
|
$
|
(268,804
|
)
|
|
$
|
27,325
|
|
|
$
|
(33,239
|
)
|
|
$
|
(5,914
|
)
|
(1)
|
Reclassified to conform to current presentation.
|
(2)
|
Included in unrealized carried interest (loss) income from affiliates for the year ended December 31, 2011 was a reversal of previously recognized realized carried interest income due to the general partner obligation to return previously distributed carried interest income of
$75.3 million
and
$18.1 million
with respect to Fund VI and SOMA, respectively. The general partner obligation is recognized based upon a hypothetical liquidation of the funds' net assets as of December 31, 2011. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.
|
(3)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(4)
|
Other expenses excludes amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.
|
|
For the Year Ended December 31, 2011
|
||||||||||
|
Real Estate
|
||||||||||
|
Management
|
|
Incentive
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advisory and transaction fees from affiliates, net
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
698
|
|
Management fees from affiliates
|
40,279
|
|
|
—
|
|
|
40,279
|
|
|||
Total Revenues
|
40,977
|
|
|
—
|
|
|
40,977
|
|
|||
Compensation and benefits
(1)
|
47,516
|
|
|
—
|
|
|
47,516
|
|
|||
Other expenses
(2)
|
29,663
|
|
|
—
|
|
|
29,663
|
|
|||
Total Expenses
|
77,179
|
|
|
—
|
|
|
77,179
|
|
|||
Other Income
|
9,694
|
|
|
726
|
|
|
10,420
|
|
|||
Economic Net (Loss) Income
|
$
|
(26,508
|
)
|
|
$
|
726
|
|
|
$
|
(25,782
|
)
|
(1)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(2)
|
Other expenses excludes amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2013
|
|
June 30,
2013
|
|
September 30,
2013
|
|
December 31, 2013
|
||||||||
Revenues
|
$
|
1,309,073
|
|
|
$
|
497,261
|
|
|
$
|
1,132,089
|
|
|
$
|
795,148
|
|
Expenses
|
622,602
|
|
|
322,787
|
|
|
600,115
|
|
|
396,211
|
|
||||
Other Income (Loss)
|
132,173
|
|
|
(8,165
|
)
|
|
210,820
|
|
|
354,879
|
|
||||
Income Before Provision for Taxes
|
$
|
818,644
|
|
|
$
|
166,309
|
|
|
$
|
742,794
|
|
|
$
|
753,816
|
|
Net Income
|
$
|
800,065
|
|
|
$
|
148,170
|
|
|
$
|
695,590
|
|
|
$
|
730,169
|
|
Income attributable to Apollo Global Management, LLC
|
$
|
248,978
|
|
|
$
|
58,737
|
|
|
$
|
192,516
|
|
|
$
|
159,160
|
|
Net Income per Class A Share - Basic
|
$
|
1.60
|
|
|
$
|
0.32
|
|
|
$
|
1.13
|
|
|
$
|
0.94
|
|
Net Income per Class A Share - Diluted
|
$
|
1.59
|
|
|
$
|
0.32
|
|
|
$
|
1.13
|
|
|
$
|
0.93
|
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2012
|
|
June 30,
2012
|
|
September 30,
2012
|
|
December 31, 2012
|
||||||||
Revenues
|
$
|
776,743
|
|
|
$
|
211,628
|
|
|
$
|
712,373
|
|
|
$
|
1,159,221
|
|
Expenses
|
523,230
|
|
|
316,962
|
|
|
520,008
|
|
|
687,645
|
|
||||
Other Income
|
192,188
|
|
|
1,950,461
|
|
|
27,348
|
|
|
131,088
|
|
||||
Income Before Provision for Taxes
|
$
|
445,701
|
|
|
$
|
1,845,127
|
|
|
$
|
219,713
|
|
|
$
|
602,664
|
|
Net Income
|
$
|
431,141
|
|
|
$
|
1,834,477
|
|
|
$
|
197,796
|
|
|
$
|
584,381
|
|
Income (Loss) attributable to Apollo Global Management, LLC
|
$
|
98,043
|
|
|
$
|
(41,386
|
)
|
|
$
|
82,791
|
|
|
$
|
171,509
|
|
Net Income (Loss) per Class A Share-Basic
|
$
|
0.66
|
|
|
$
|
(0.38
|
)
|
|
$
|
0.55
|
|
|
$
|
1.12
|
|
Net Income (Loss) per Class A Share - Diluted
|
$
|
0.66
|
|
|
$
|
(0.38
|
)
|
|
$
|
0.55
|
|
|
$
|
1.12
|
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2011
|
|
June 30,
2011
|
|
September 30,
2011
|
|
December 31, 2011
|
||||||||
Revenues
|
$
|
696,342
|
|
|
$
|
308,876
|
|
|
$
|
(1,479,580
|
)
|
|
$
|
645,994
|
|
Expenses
|
641,581
|
|
|
480,006
|
|
|
(158,100
|
)
|
|
618,963
|
|
||||
Other Income (Loss)
|
205,164
|
|
|
70,035
|
|
|
(442,310
|
)
|
|
285,659
|
|
||||
Income (Loss) Before Provision for Taxes
|
$
|
259,925
|
|
|
$
|
(101,095
|
)
|
|
$
|
(1,763,790
|
)
|
|
$
|
312,690
|
|
Net Income (Loss)
|
$
|
251,105
|
|
|
$
|
(104,645
|
)
|
|
$
|
(1,743,943
|
)
|
|
$
|
293,284
|
|
Income (Loss) attributable to Apollo Global Management, LLC
|
$
|
38,156
|
|
|
$
|
(50,989
|
)
|
|
$
|
(466,926
|
)
|
|
$
|
10,933
|
|
Net Income (Loss) per Class A Share-Basic
|
$
|
0.33
|
|
|
$
|
(0.46
|
)
|
|
$
|
(3.86
|
)
|
|
$
|
0.05
|
|
Net Income (Loss) per Class A Share - Diluted
|
$
|
0.33
|
|
|
$
|
(0.46
|
)
|
|
$
|
(3.86
|
)
|
|
$
|
0.05
|
|
|
December 31, 2013
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIE's
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,078,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,078,120
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
1,417
|
|
|
—
|
|
|
1,417
|
|
||||
Restricted cash
|
9,199
|
|
|
—
|
|
|
—
|
|
|
9,199
|
|
||||
Investments
|
509,712
|
|
|
1,971,654
|
|
|
(87,483
|
)
|
|
2,393,883
|
|
||||
Assets of consolidated variable interest entities
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
1,095,170
|
|
|
—
|
|
|
1,095,170
|
|
||||
Investments, at fair value
|
—
|
|
|
14,127,480
|
|
|
(1,118
|
)
|
|
14,126,362
|
|
||||
Other assets
|
—
|
|
|
280,718
|
|
|
—
|
|
|
280,718
|
|
||||
Carried interest receivable
|
2,366,766
|
|
|
—
|
|
|
(79,691
|
)
|
|
2,287,075
|
|
||||
Due from Affiliates
|
323,177
|
|
|
—
|
|
|
(5,930
|
)
|
|
317,247
|
|
||||
Fixed assets, net
|
40,251
|
|
|
—
|
|
|
—
|
|
|
40,251
|
|
||||
Deferred tax assets
|
660,199
|
|
|
—
|
|
|
—
|
|
|
660,199
|
|
||||
Other assets
|
42,333
|
|
|
1,837
|
|
|
—
|
|
|
44,170
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
(39,609
|
)
|
|
49,243
|
|
||||
Intangible assets, net
|
94,927
|
|
|
—
|
|
|
—
|
|
|
94,927
|
|
||||
Total Assets
|
$
|
5,213,536
|
|
|
$
|
17,478,276
|
|
|
$
|
(213,831
|
)
|
|
$
|
22,477,981
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
37,880
|
|
|
279
|
|
|
—
|
|
|
38,159
|
|
||||
Accrued compensation and benefits
|
41,711
|
|
|
—
|
|
|
—
|
|
|
41,711
|
|
||||
Deferred revenue
|
279,479
|
|
|
—
|
|
|
—
|
|
|
279,479
|
|
||||
Due to affiliates
|
594,518
|
|
|
853
|
|
|
—
|
|
|
595,371
|
|
||||
Profit sharing payable
|
992,240
|
|
|
—
|
|
|
—
|
|
|
992,240
|
|
||||
Debt
|
750,000
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
12,424,839
|
|
|
(877
|
)
|
|
12,423,962
|
|
||||
Other liabilities
|
—
|
|
|
609,413
|
|
|
(4,350
|
)
|
|
605,063
|
|
||||
Due to affiliates
|
—
|
|
|
81,272
|
|
|
(81,272
|
)
|
|
—
|
|
||||
Other Liabilities
|
60,647
|
|
|
2,627
|
|
|
—
|
|
|
63,274
|
|
||||
Total Liabilities
|
$
|
2,756,475
|
|
|
$
|
13,119,283
|
|
|
$
|
(86,499
|
)
|
|
$
|
15,789,259
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders' equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
2,624,113
|
|
|
—
|
|
|
469
|
|
|
2,624,582
|
|
||||
Accumulated deficit
|
(1,587,536
|
)
|
|
1,971,682
|
|
|
(1,952,633
|
)
|
|
(1,568,487
|
)
|
||||
Appropriated partners' capital
|
—
|
|
|
1,620,928
|
|
|
(39,849
|
)
|
|
1,581,079
|
|
||||
Accumulated other comprehensive income (loss)
|
33,774
|
|
|
—
|
|
|
(33,679
|
)
|
|
95
|
|
||||
Total Apollo Global Management, LLC shareholders' equity
|
1,070,351
|
|
|
3,592,610
|
|
|
(2,025,692
|
)
|
|
2,637,269
|
|
||||
Non-Controlling Interests in Consolidated Entities
|
4,987
|
|
|
766,383
|
|
|
1,898,360
|
|
|
2,669,730
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
1,381,723
|
|
|
—
|
|
|
—
|
|
|
1,381,723
|
|
||||
Total Stockholders' Equity
|
2,457,061
|
|
|
4,358,993
|
|
|
(127,332
|
)
|
|
6,688,722
|
|
||||
Total Liabilities and Shareholders' Equity
|
$
|
5,213,536
|
|
|
$
|
17,478,276
|
|
|
$
|
(213,831
|
)
|
|
$
|
22,477,981
|
|
|
December 31, 2012
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIE's
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
946,225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
946,225
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
1,226
|
|
|
—
|
|
|
1,226
|
|
||||
Restricted cash
|
8,359
|
|
|
—
|
|
|
—
|
|
|
8,359
|
|
||||
Investments
|
467,640
|
|
|
1,694,101
|
|
|
(23,645
|
)
|
|
2,138,096
|
|
||||
Assets of consolidated variable interest entities
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
1,682,696
|
|
|
—
|
|
|
1,682,696
|
|
||||
Investments, at fair value
|
—
|
|
|
12,692,508
|
|
|
(2,973
|
)
|
|
12,689,535
|
|
||||
Other assets
|
—
|
|
|
299,978
|
|
|
—
|
|
|
299,978
|
|
||||
Carried interest receivable
|
2,004,310
|
|
|
—
|
|
|
(126,054
|
)
|
|
1,878,256
|
|
||||
Due from Affiliates
|
180,188
|
|
|
—
|
|
|
(6,876
|
)
|
|
173,312
|
|
||||
Fixed assets, net
|
53,452
|
|
|
—
|
|
|
—
|
|
|
53,452
|
|
||||
Deferred tax assets
|
542,208
|
|
|
—
|
|
|
—
|
|
|
542,208
|
|
||||
Other assets
|
32,844
|
|
|
3,921
|
|
|
—
|
|
|
36,765
|
|
||||
Goodwill
|
85,228
|
|
|
—
|
|
|
(36,334
|
)
|
|
48,894
|
|
||||
Intangible assets, net
|
137,856
|
|
|
—
|
|
|
—
|
|
|
137,856
|
|
||||
Total Assets
|
$
|
4,458,310
|
|
|
$
|
16,374,430
|
|
|
$
|
(195,882
|
)
|
|
$
|
20,636,858
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
37,686
|
|
|
651
|
|
|
—
|
|
|
38,337
|
|
||||
Accrued compensation and benefits
|
56,125
|
|
|
—
|
|
|
—
|
|
|
56,125
|
|
||||
Deferred revenue
|
252,157
|
|
|
—
|
|
|
—
|
|
|
252,157
|
|
||||
Due to affiliates
|
474,123
|
|
|
3,224
|
|
|
104
|
|
|
477,451
|
|
||||
Profit sharing payable
|
857,724
|
|
|
—
|
|
|
—
|
|
|
857,724
|
|
||||
Debt
|
737,818
|
|
|
—
|
|
|
—
|
|
|
737,818
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
11,837,784
|
|
|
(2,829
|
)
|
|
11,834,955
|
|
||||
Other liabilities
|
—
|
|
|
634,053
|
|
|
—
|
|
|
634,053
|
|
||||
Due to affiliates
|
—
|
|
|
133,035
|
|
|
(133,035
|
)
|
|
—
|
|
||||
Other Liabilities
|
40,755
|
|
|
4,100
|
|
|
—
|
|
|
44,855
|
|
||||
Total Liabilities
|
$
|
2,456,388
|
|
|
$
|
12,612,847
|
|
|
$
|
(135,760
|
)
|
|
$
|
14,933,475
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders' equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
3,041,845
|
|
|
—
|
|
|
1,489
|
|
|
3,043,334
|
|
||||
Accumulated deficit
|
(2,196,821
|
)
|
|
1,691,502
|
|
|
(1,636,701
|
)
|
|
(2,142,020
|
)
|
||||
Appropriated partners' capital
|
—
|
|
|
1,801,838
|
|
|
(36,478
|
)
|
|
1,765,360
|
|
||||
Accumulated other comprehensive income (loss)
|
7,053
|
|
|
—
|
|
|
(6,909
|
)
|
|
144
|
|
||||
Total Apollo Global Management, LLC shareholders' equity
|
852,077
|
|
|
3,493,340
|
|
|
(1,678,599
|
)
|
|
2,666,818
|
|
||||
Non-Controlling Interests in Consolidated Entities
|
6,492
|
|
|
268,243
|
|
|
1,618,477
|
|
|
1,893,212
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
1,143,353
|
|
|
—
|
|
|
—
|
|
|
1,143,353
|
|
||||
Total Stockholders' Equity
|
2,001,922
|
|
|
3,761,583
|
|
|
(60,122
|
)
|
|
5,703,383
|
|
||||
Total Liabilities and Shareholders' Equity
|
$
|
4,458,310
|
|
|
$
|
16,374,430
|
|
|
$
|
(195,882
|
)
|
|
$
|
20,636,858
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position(s)
|
Leon Black
|
|
62
|
|
Chairman, Chief Executive Officer and Director
|
Joshua Harris
|
|
49
|
|
Senior Managing Director and Director
|
Marc Rowan
|
|
51
|
|
Senior Managing Director and Director
|
Marc Spilker
|
|
49
|
|
President
|
Martin Kelly
|
|
46
|
|
Chief Financial Officer
|
John Suydam
|
|
54
|
|
Chief Legal Officer and Chief Compliance Officer
|
James Zelter
|
|
51
|
|
Managing Director-Credit
|
Christopher Weidler
|
|
39
|
|
Chief Accounting Officer and Controller
|
Michael Ducey
|
|
65
|
|
Director
|
Paul Fribourg
|
|
59
|
|
Director
|
A.B. Krongard
|
|
77
|
|
Director
|
Pauline Richards
|
|
65
|
|
Director
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
(1)
|
|
Stock
Awards
($)
(2)
|
|
Non-Equity Incentive Plan
($)
(3)
|
|
All
Other
Compensation
($)
(4)
|
|
Total
($)
|
Leon Black,
Chairman, Chief Executive Officer and Director
|
|
2013
|
|
100,000
|
|
--
|
|
--
|
|
--
|
|
173,053
|
|
273,053
|
|
2012
|
|
100,000
|
|
--
|
|
--
|
|
--
|
|
187,368
|
|
287,368
|
|
|
2011
|
|
100,000
|
|
--
|
|
|
|
--
|
|
372,996
|
|
472,996
|
|
Martin Kelly,
Chief Financial Officer
|
|
2013
|
|
1,000,000
|
|
--
|
|
541,246
|
|
--
|
|
950,000
|
|
2,491,246
|
|
2012
|
|
300,000
|
|
200,000
|
|
4,687,530
|
|
--
|
|
1,433,411
|
|
6,620,941
|
|
James Zelter,
Managing Director, Credit
|
|
2013
|
|
--
|
|
3,749,788
|
|
3,065,771
|
|
--
|
|
32,599,739
|
|
39,415,298
|
|
2012
|
|
--
|
|
--
|
|
2,606,310
|
|
5,099,193
|
|
14,959,920
|
|
22,665,423
|
|
|
2011
|
|
--
|
|
--
|
|
2,631,239
|
|
2,230,843
|
|
8,227,188
|
|
13,089,270
|
|
John Suydam,
Chief Legal Officer and Chief Compliance Officer
|
|
2013
|
|
3,000,000
|
|
949,788
|
|
504,345
|
|
--
|
|
7,148,168
|
|
11,602,301
|
|
2012
|
|
3,000,000
|
|
--
|
|
496,715
|
|
--
|
|
3,405,953
|
|
6,902,668
|
|
|
2011
|
|
3,000,000
|
|
--
|
|
1,555,133
|
|
--
|
|
1,786,111
|
|
6,341,244
|
|
Marc Spilker,
President
|
|
2013
|
|
2,000,000
|
|
--
|
|
--
|
|
--
|
|
--
|
|
2,000,000
|
(1)
|
Amounts shown for 2013 represent cash bonuses earned in 2013.
|
(2)
|
Represents the aggregate grant date fair value of stock awards granted, as applicable, computed in accordance with FASB ASC Topic 718. See note 16 to our consolidated financial statements for further information concerning the assumptions made in valuing our RSU awards. The amounts shown do not reflect compensation actually received by the named executive officers, but instead represent the aggregate grant date fair value of the awards.
|
(3)
|
Because Mr. Zelter’s 2013 income did not include distributions of management fee or incentive income, he did not receive distributions from a non-equity incentive plan in 2013.
|
(4)
|
Amounts included for 2013 represent, in part, actual distributions in respect of dedicated carried interest allocations for Messrs. Zelter and Suydam of $32,549,527 and $7,061,133, respectively. Of these 2013 distribution amounts, $5,116 and $1,527, respectively, was paid in the form of AAA RDUs for Messrs. Zelter and Suydam, which RDUs are not subject to vesting. The 2013 amounts also include actual incentive pool distributions of $950,000 for Mr. Kelly and $50,212 for each of Messrs. Zelter and Suydam.
|
•
|
The RSU Shares underlying Bonus Grants are scheduled to vest in three equal annual installments.
|
•
|
Distribution equivalents are earned on Bonus Grant RSUs (whether or not vested) when ordinary distributions are made on Class A shares after the grant date, but distribution equivalents are earned on Plan Grant RSUs only after they have vested.
|
•
|
Bonus Grants generally do not contain restrictive covenants (however, an individual who has received both a Plan Grant and a Bonus Grant remains subject to the restrictive covenants contained in his or her Plan Grant).
|
Name
|
|
Grant Date
|
|
Stock Awards:
Number of Shares of
Stock or Units
|
|
Grant Date Fair Value of
Stock Awards
($)
|
|
Leon Black
|
|
--
|
|
--
|
|
--
|
|
Martin Kelly
|
|
December 26, 2013
|
|
18,114
|
(1)
|
541,246
|
(2)
|
James Zelter
|
|
May 9, 2013
|
|
67,440
|
(1)
|
1,638,792
|
(2)
|
|
|
December 26, 2013
|
|
47,757
|
(1)
|
1,426,979
|
(2)
|
John Suydam
|
|
December 26, 2013
|
|
16,879
|
(1)
|
504,345
|
(2)
|
Marc Spilker
|
|
--
|
|
--
|
|
--
|
|
(1)
|
Represents the aggregate number of RSUs covering our Class A shares (none of the Bonus Grants awarded in 2013 vested in 2013 except for Mr. Zelter’s May 9, 2013 Bonus Grant, the first vesting date for which was December 31, 2013). For a discussion of these grants, please see the discussion above under “—Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table-Awards of Restricted Share Units Under the Equity Plan.”
|
(2)
|
Represents the aggregate grant date fair value of the RSUs granted in 2013, computed in accordance with FASB ASC Topic 718. The amount shown does not reflect compensation actually received, but instead represents the aggregate grant date fair value of the award.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Date of Grant
|
|
Number of Shares Underlying Unexercised Options (# Exercisable)
|
|
Number of Shares Underlying Unexercised Options (# Unexercisable)
|
|
Option Exercise Price
($/Share)
|
|
Option Expiration Date
|
|
Number of Unearned
Shares, Units or Other Rights That Have Not Vested |
|
Market or
Payout Value of
Unearned Shares, Units or Other Rights That Have Not Vested ($) (8) |
|
Leon Black
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
|
--
|
Martin Kelly
|
|
December 26, 2013
|
|
--
|
|
--
|
|
--
|
|
--
|
|
18,114
|
|
(1)
|
572,584
|
|
|
December 28, 2012
|
|
--
|
|
--
|
|
--
|
|
--
|
|
18,022
|
|
(2)
|
569,675
|
|
|
September 30, 2012
|
|
--
|
|
--
|
|
--
|
|
--
|
|
296,875
|
|
(3)
|
9,384,219
|
James Zelter
|
|
December 26, 2013
|
|
--
|
|
--
|
|
--
|
|
--
|
|
47,757
|
|
(1)
|
1,509,599
|
|
|
May 9, 2013
|
|
--
|
|
--
|
|
--
|
|
--
|
|
44,960
|
|
(2)
|
1,421,186
|
|
|
December 28, 2012
|
|
--
|
|
--
|
|
--
|
|
--
|
|
123,347
|
|
(4)
|
3,898,999
|
|
|
April 5, 2012
|
|
--
|
|
--
|
|
--
|
|
--
|
|
18,301
|
|
(5)
|
578,495
|
John Suydam
|
|
December 26, 2013
|
|
--
|
|
--
|
|
--
|
|
--
|
|
16,879
|
|
(1)
|
533,545
|
|
|
December 28, 2012
|
|
--
|
|
--
|
|
--
|
|
--
|
|
20,229
|
|
(2)
|
639,439
|
|
|
December 28, 2011
|
|
--
|
|
--
|
|
--
|
|
--
|
|
13,855
|
|
(5)
|
437,957
|
Marc Spilker
|
|
December 2, 2010
|
|
208,334
|
|
2,500,000
|
(6)
|
$8.00
|
|
December 2, 2020
|
|
1,250,000
|
|
(7)
|
39,512,500
|
(1)
|
Bonus Grant RSUs that vest in substantially equal annual installments on December 31 of each of 2014, 2015 and 2016.
|
(2)
|
Bonus Grant RSUs that vest in substantially equal annual installments on December 31 of each of 2014 and 2015.
|
(3)
|
Plan Grant RSUs that vest in substantially equal installments over the 19 calendar quarters beginning March 31, 2014.
|
(4)
|
Plan Grant RSUs that vest in substantially equal installments over the 20 calendar quarters beginning March 31, 2014.
|
(5)
|
Bonus Grant RSUs that vest on December 31, 2014.
|
(6)
|
Options that vest in substantially equal installments over the 12 calendar quarters beginning March 31, 2014.
|
(7)
|
RSUs that vest in substantially equal installments over the 12 calendar quarters beginning March 31, 2014.
|
(8)
|
Amounts calculated by multiplying the number of unvested RSUs held by the named executive officer by the closing price of $31.61 per Class A share on December 31, 2013.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|||||
Name
|
|
Type of Award
|
|
Number of Shares Acquired on Exercise(#)
|
|
Value Realized on Exercise($)
|
|
Number of Shares Acquired on Vesting(#)
|
|
Value Realized on Vesting($)
|
|
|
Leon Black
|
|
--
|
|
--
|
|
--
|
|
--
|
|
|
--
|
|
Martin Kelly
|
|
RSUs
|
|
--
|
|
--
|
|
87,136
|
|
|
2,544,994
|
(2)
|
James Zelter
|
|
AOG Units
|
|
--
|
|
--
|
|
200,160
|
|
|
4,753,466
|
(3)
|
|
RSUs
|
|
--
|
|
--
|
|
116,473
|
|
|
3,681,712
|
(2)
|
|
John Suydam
|
|
RSUs
|
|
--
|
|
--
|
|
140,811
|
|
|
3,616,481
|
(2)
|
Marc Spilker
|
|
Options
|
|
2,291,666
|
|
42,475,673
|
(1)
|
--
|
|
|
--
|
|
|
|
RSUs
|
|
--
|
|
--
|
|
416,667
|
|
|
11,001,077
|
(2)
|
(1)
|
Amounts calculated based on the difference between the exercise price of the options and the price of the underlying Class A shares on the applicable exercise date.
|
(2)
|
Amounts calculated by multiplying the number of RSUs held by the named executive officer that vested on each applicable quarter-end or year-end vesting date in 2013 by the closing price per Class A share on that date. Class A shares underlying these vested RSUs are issued to the named executive officer in accordance with the schedules described above under “
—
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table-Awards of Restricted Share Units Under the Equity Plan.”
|
(3)
|
Amounts calculated by multiplying the number of AOG Units beneficially held by the named executive officer that vested on each month-end vesting date in 2013 by the closing price per Class A share on that date. Mr. Zelter's AOG Units vested in full on June 30, 2013.
|
Name
|
|
Reason for Employment Termination
|
|
Estimated Value
of Cash
Payments
($)
|
|
Estimated Value
of Equity Acceleration ($) |
|
|
Leon Black
|
|
Cause
|
|
--
|
|
--
|
|
|
|
|
Death, disability
|
|
--
|
|
--
|
|
|
Martin Kelly
|
|
Without cause; by executive for good reason
|
|
500,000
|
(1)
|
4,692,110
|
|
(3)
|
|
|
Death, disability
|
|
--
|
|
5,263,239
|
|
(3)
|
James Zelter
|
|
Without cause; by executive for good reason
|
|
5,100,000
|
(2)
|
--
|
|
|
|
|
Death; disability
|
|
--
|
|
3,704,140
|
|
(3)
|
John Suydam
|
|
Without cause; by executive for good reason
|
|
--
|
|
--
|
|
|
|
|
Death; disability
|
|
--
|
|
805,471
|
|
(3)
|
Marc Spilker
|
|
Without cause; by executive for good reason
|
|
1,000,000
|
(1)
|
49,268,750
|
|
(4)
|
|
|
Death, disability
|
|
--
|
|
49,268,750
|
|
(4)
|
(1)
|
This amount would have been payable to the named executive officer had his employment been terminated by the Company without cause (and other than by reason of death or disability) or for good reason on December 31, 2013.
|
(2)
|
Pursuant to Mr. Zelter’s employment agreement, had his employment terminated on December 31, 2013, he would have been treated as if he had remained employed, for purposes of receiving distributions in respect of certain specified funds that remained in existence, for 12 additional months.
|
(3)
|
This amount represents the additional equity vesting that the named executive officer would have received had his employment terminated in the circumstances described in the column, “Reason for Employment Termination,” on December 31, 2013, based on the closing price of a Class A share on such date. Please see our “Outstanding Equity Awards at Fiscal Year-End” table above for information regarding the named executive officer’s unvested equity as of December 31, 2013.
|
(4)
|
This amount represents the additional equity vesting that Mr. Spilker would have received had notice of his employment termination in the circumstances described in the column, “Reason for Employment Termination,” been provided on December 31, 2013, based on the closing price of a Class A share on such date. The portion of this total that relates to options is calculated by multiplying the spread between the option exercise price and the closing price of a Class A share on December 31, 2013 by the number of option shares that would have vested on such date. Please see our “Outstanding Equity Awards at Fiscal Year-End” table above for information regarding his unvested equity as of December 31, 2013.
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
Stock Awards
|
|
Total
|
Michael Ducey
|
|
$150,000
|
|
--
|
|
$150,000
|
Paul Fribourg
|
|
$110,000
|
|
--
|
|
$110,000
|
A. B. Krongard
|
|
$125,000
|
|
--
|
|
$125,000
|
Pauline Richards
|
|
$150,000
|
|
--
|
|
$150,000
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
Class A Shares Beneficially Owned
|
|
Class B Share Beneficially Owned
|
|||||||||||
|
|
Number of
Shares |
|
Percent
(1)
|
|
Total Percentage
of Voting Power (2) |
|
Number of
Shares |
|
Percent
|
|
Total Percentage
of Voting Power (2) |
|||
Directors and Executive Officers
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Leon Black
(4)(5)
|
|
92,727,166
|
|
|
38.4%
|
|
68.8%
|
|
1
|
|
100%
|
|
68.8%
|
||
Joshua Harris
(4)(5)
|
|
54,582,643
|
|
|
26.8%
|
|
68.8%
|
|
1
|
|
100%
|
|
68.8%
|
||
Marc Rowan
(4)(5)
|
|
54,582,642
|
|
|
26.8%
|
|
68.8%
|
|
1
|
|
100%
|
|
68.8%
|
||
Pauline Richards
|
|
13,262
|
|
|
*
|
|
*
|
|
—
|
|
—
|
|
—
|
||
Alvin Bernard Krongard
(6)
|
|
262,362
|
|
|
*
|
|
*
|
|
—
|
|
—
|
|
—
|
||
Michael Ducey
|
|
16,662
|
|
|
*
|
|
*
|
|
—
|
|
—
|
|
—
|
||
Paul Fribourg
|
|
31,362
|
|
|
*
|
|
*
|
|
—
|
|
—
|
|
—
|
||
Marc Spilker
(7)
|
|
1,762,654
|
|
|
1.2%
|
|
*
|
|
—
|
|
—
|
|
—
|
||
Martin Kelly
|
|
46,315
|
|
|
*
|
|
*
|
|
—
|
|
—
|
|
—
|
||
John Suydam
(8)
|
|
277,820
|
|
|
*
|
|
*
|
|
—
|
|
—
|
|
—
|
||
James Zelter
(9)
|
|
2,517,197
|
|
|
1.7%
|
|
*
|
|
—
|
|
—
|
|
—
|
||
All directors and executive officers as a group (twelve persons)
(10)
|
|
206,820,085
|
|
|
58.5%
|
|
62.1%
|
|
1
|
|
100%
|
|
68.8%
|
||
BRH
(5)
|
|
—
|
|
|
—
|
|
—
|
|
1
|
|
100%
|
|
68.8%
|
||
AP Professional Holdings, L.P.
(11)
|
|
228,954,958
|
|
|
60.6%
|
|
68.8%
|
|
—
|
|
—
|
|
—
|
(1)
|
The percentage of beneficial ownership of our Class A shares is based on voting and non-voting Class A shares outstanding.
|
(2)
|
The total percentage of voting power is based on voting Class A shares and the Class B share.
|
(3)
|
The shares beneficially owned by the directors and executive officers reflected above do not include 687,500 of Class A shares that will be delivered to Mr. Spilker, and all directors and executive officers as a group, more than 60 days after February 26, 2014 in settlement of vested restricted share units.
|
(4)
|
The number of Class A shares presented are held by estate planning vehicles, for which this individual disclaims beneficial ownership except to the extent of his pecuniary interest therein. The number of Class A shares presented do not include any Class A shares owned by Holdings with respect to which this individual, as one of the three owners of all of the interests in BRH, the general partner of Holdings, or as a party to the Agreement Among Managing Partners described under “Item 13. Certain Relationships and Related Party Transactions—Agreement Among Managing Partners” or the Managing Partner Shareholders Agreement described under “Item 13. Certain Relationships and Related Party Transactions—Managing Partner Shareholders Agreement,” may be deemed to have shared voting or dispositive power. Each of these individuals disclaims any beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
|
(5)
|
BRH, the holder of the Class B share, is one third owned by Mr. Black, one third owned by Mr. Harris and one third owned by Mr. Rowan. Pursuant to the Agreement Among Managing Partners, the Class B share is to be voted and disposed of by BRH based on the determination of at least two of the three Managing Partners; as such, they share voting and dispositive power with respect to the Class B share.
|
(6)
|
Includes 67,500 Class A shares held by a trust for the benefit of Mr. Krongard’s children, for which Mr. Krongard’s children are the trustees. Mr. Krongard disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein.
|
(7)
|
Includes 26,350 Class A shares held by a trust for the benefit of Mr. Spilker’s children, for which one of Mr. Spilker’s immediate family members is a trustee and has investment power. The amount also includes 26,350 Class A shares held by a not-for-profit tax exempt foundation for which Mr. Spilker and his spouse are trustees with investment power. Mr. Spilker disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein.
|
(8)
|
Includes 24,098 Class A shares held by a trust for the benefit of Mr. Suydam’s spouse and children, for which Mr. Suydam’s spouse is the trustee. Mr. Suydam disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein.
|
(9)
|
Includes 240,647 Class A shares held by a trust for the benefit of certain of Mr. Zelter’s family members, for which Mr. Zelter is a trustee. Mr. Zelter disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein.
|
(10)
|
Refers to shares beneficially owned by the individuals who were directors and executive officers as of February 26, 2014.
|
(11)
|
Assumes that no Class A shares are distributed to the limited partners of Holdings. The general partner of Holdings, is BRH, which is one third owned by Mr. Black, one third owned by Mr. Harris and one third owned by Mr. Rowan. BRH is also the general partner of BRH Holdings, L.P., the limited partnership through which Messrs. Black, Harris and Rowan indirectly beneficially own (through estate planning vehicles) their limited partner interests in Holdings,. These individuals disclaim any beneficial ownership of these Class A shares, except to the extent of their pecuniary interest therein.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)
(2)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity Compensation Plans Approved by Security Holders
|
|
34,524,596
|
|
$8.69
|
|
42,364,563
|
Equity Compensation Plans Not Approved by Security Holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
34,524,596
|
|
$8.69
|
|
42,364,563
|
(1)
|
Reflects the aggregate number of outstanding options and RSUs granted under the Company’s 2007 Omnibus Equity Incentive Plan (the “Equity Plan”) as of December 31, 2013.
|
(2)
|
The Class A shares reserved under the Equity Plan are increased on the first day of each fiscal year by (i) the amount (if any) by which (a) 15% of the number of outstanding Class A shares and AOG Units exchangeable for Class A shares on a fully converted and diluted basis on the last day of the immediately preceding fiscal year exceeds (b) the number of shares then reserved and available for issuance under the Equity Plan, or (ii) such lesser amount by which the administrator may decide to increase the number of Class A shares. The number of shares reserved under the Equity Plan is also subject to adjustment
|
•
|
the timing of the transactions-for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of the Apollo Operating Group entities at the time of the transaction;
|
•
|
the price of our Class A shares at the time of the transaction-the increase in any tax deductions, as well as tax basis increase in other assets, of the Apollo Operating Group entities, is directly proportional to the price of the Class A shares at the time of the transaction;
|
•
|
the taxability of exchanges-if an exchange is not taxable for any reason, increased deductions will not be available; and
|
•
|
the amount and timing of our income-APO Corp. will be required to pay 85% of the tax savings as and when realized, if any. If APO Corp. does not have taxable income, it is not required to make payments under the tax receivable agreement for that taxable year because no tax savings were actually realized.
|
Period
|
Maximum
Cumulative
Amount
|
Registration Effectiveness Date-2nd anniversary of the Registration Effectiveness Date
|
0%
|
2nd-3rd anniversary of Registration Effectiveness Date
|
25%
|
3rd-4th anniversary of Registration Effectiveness Date
|
50%
|
4th-5th anniversary of Registration Effectiveness Date
|
75%
|
5th anniversary of Registration Effectiveness Date (and thereafter)
|
100%
|
•
|
our board of directors be comprised of a majority of independent directors;
|
•
|
we establish a compensation committee composed solely of independent directors; and
|
•
|
we establish a nominating and corporate governance committee composed solely of independent directors.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
||||
|
(in thousands)
|
|||||||
Audit fees
|
$
|
13,465
|
|
(1)
|
$
|
12,100
|
|
(1)
|
Audit fees for Apollo fund entities
|
19,505
|
|
(2)
|
18,470
|
|
(2)
|
||
Audit-related fees
|
2,340
|
|
(3)(4)
|
875
|
|
(3)(4)
|
||
Tax fees
|
3,580
|
|
(5)
|
1,550
|
|
(5)
|
||
Tax fees for Apollo fund entities
|
13,835
|
|
(2)
|
12,125
|
|
(2)
|
||
All other fees
|
—
|
|
(6)
|
775
|
|
(6)
|
(1)
|
Audit fees consisted of fees for (a) the audits of our consolidated financial statements in our Annual Report on Form 10-K and services attendant to, or required by, statute or regulation; (b) reviews of the interim consolidated financial statements included in our quarterly reports on Form 10-Q.
|
(2)
|
Audit and Tax fees for Apollo fund entities consisted of services to investment funds managed by Apollo in its capacity as the general partner and/or manager of such entities.
|
(3)
|
Audit-related fees consisted of comfort letters, consents and other services related to SEC and other regulatory filings.
|
(4)
|
Includes audit-related fees for Apollo fund entities of $0.5 million and $0.6 million for the year ended December 31, 2013 and 2012, respectively.
|
(5)
|
Tax fees consisted of fees for services rendered for tax compliance and tax planning and advisory services.
|
(6)
|
Consisted of certain agreed upon procedures.
|
ITEM 15.
|
EXHIBITS
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
Certificate of Formation of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
3.2
|
|
Amended and Restated Limited Liability Company Agreement of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
4.1
|
|
Specimen Certificate evidencing the Registrant’s Class A shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.1
|
|
Amended and Restated Limited Liability Company Operating Agreement of AGM Management, LLC dated as of July 10, 2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.2
|
|
Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings I, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.3
|
|
Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings II, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.4
|
|
Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings III, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.5
|
|
Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IV, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.6
|
|
Registration Rights Agreement, dated as of August 8, 2007, by and among Apollo Global Management, LLC, Goldman Sachs & Co., J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.7
|
|
Investor Rights Agreement, dated as of August 8, 2007, by and among Apollo Global Management, LLC, AGM Management, LLC and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.8
|
|
Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.9
|
|
Agreement Among Principals, dated as of July 13, 2007, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.10
|
|
Shareholders Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.11
|
|
Amended and Restated Exchange Agreement, dated as of May 6, 2013, by and among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., AMH Holdings (Cayman), L.P. and the Apollo Principal Holders (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 7, 2013. (File No. 001-35107)).
|
|
|
|
10.12
|
|
Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013, by and among APO Corp., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings VI, Apollo Principal Holdings VIII, L.P., AMH Holdings (Cayman), L.P. and each Holder defined therein (incorporated by reference to Exhibit 10.12 to the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 7, 2013. (File No. 001-35107)).
|
|
|
|
10.13
|
|
Credit Agreement dated as of April 20, 2007 among Apollo Management Holdings, L.P., as borrower, Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P. and AAA Holdings, L.P., as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.14
|
|
Employment Agreement with Leon D. Black (incorporated by reference to Exhibit 10.43 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
|
|
|
|
+10.15
|
|
Employment Agreement with Marc J. Rowan (incorporated by reference to Exhibit 10.44 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
|
|
|
|
+10.16
|
|
Employment Agreement with Joshua J. Harris (incorporated by reference to Exhibit 10.45 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
|
|
|
|
+10.17
|
|
Employment Agreement with Barry Giarraputo (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.18
|
|
Amended and Restated Employment Agreement with Joseph F. Azrack (incorporated by reference to Exhibit 10.40 to the Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
|
|
|
|
10.19
|
|
Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings V, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.20
|
|
Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VI, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.21
|
|
Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings VII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
10.22
|
|
Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VIII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.23
|
|
Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IX, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.23
|
|
Fourth Amended and Restated Limited Partnership Agreement of Apollo Management Holdings, L.P. dated as of October 30, 2012. (incorporated by reference to Exhibit 10.25 to the Registrant Form 10-Q for the Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.24
|
|
Settlement Agreement, dated December 14, 2008, by and among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub, Inc., Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.25
|
|
First Amendment and Joinder, dated as of August 18, 2009, to the Shareholders Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.26
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.27
|
|
Employment Agreement with James Zelter (incorporated by reference to Exhibit 10.29 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.28
|
|
Roll-Up Agreement with James Zelter (incorporated by reference to Exhibit 10.30 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.29
|
|
Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Plan Grants) (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.30
|
|
Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Bonus Grants) (incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.31
|
|
Form of Lock-up Agreement (incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.32
|
|
Apollo Management Companies AAA Unit Plan (incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.33
|
|
Employment Agreement with Marc Spilker (incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.34
|
|
First Amendment and Joinder, dated as of April 14, 2010, to the Tax Receivable Agreement (incorporated by reference to Exhibit 10.36 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
10.35
|
|
First Amendment, dated as of May 16, 2007, to the Credit Agreement, dated as of April 20, 2007, among Apollo Management Holdings, L.P., as borrower, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties party thereto (incorporated by reference to Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.36
|
|
Second Amendment, dated as of December 20, 2010, to the Credit Agreement, dated as of April 20, 2007, as amended by the First Amendment thereto dated as of May 16, 2007, among Apollo Management Holdings, L.P., as borrower, the lenders party thereto from time to time JPMorgan Chase Bank as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.39 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
+10.37
|
|
Non-Qualified Share Option Agreement pursuant to the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan with Marc Spilker dated December 2, 2010 (incorporated by reference to Exhibit 10.40 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.38
|
|
Form of Independent Director Engagement Letter (incorporated by reference to Exhibit 10.42 to the Registrant’s Form 10-Q for the period ended March 31, 2011 (File No. 001-35107)).
|
|
|
|
+10.39
|
|
Employment Agreement with Martin Kelly, dated July 2, 2012 (incorporated by reference to Exhibit 10.42 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
|
|
|
|
10.40
|
|
Amended and Restated Exempted Limited Partnership Agreement of AMH Holdings, L.P., dated October 30, 2012. (incorporated by reference to Exhibit 10.46 to the Registrant’s Form 10-Q for the period ended September 30, 2012 (File No. 001-35107)).
|
|
|
|
+*10.41
|
|
Amended and Restated Limited Partnership Agreement of Apollo Advisors VI, L.P., dated as of April 14, 2005 and amended as of August 26, 2005.
|
|
|
|
+*10.42
|
|
Third Amended and Restated Limited Partnership Agreement of Apollo Advisors VII, L.P., dated as of July 1, 2008 and effective as of August 30, 2007.
|
|
|
|
+*10.43
|
|
Third Amended and Restated Limited Partnership Agreement of Apollo Credit Opportunity Advisors I, L.P., dated January 12, 2011 and made effective as of July 14, 2009.
|
|
|
|
+*10.44
|
|
Third Amended and Restated Limited Partnership Agreement of Apollo Credit Opportunity Advisors II, L.P., dated January 12, 2011 and made effective as of July 14, 2009.
|
|
|
|
+*10.45
|
|
Third Amended and Restated Limited Partnership Agreement of Apollo Credit Liquidity Advisors, L.P., dated January 12, 2011 and made effective as of July 14, 2009.
|
|
|
|
+*10.46
|
|
Second Amended and Restated Limited Partnership Agreement of Apollo Credit Liquidity CM Executive Carry, L.P., dated January 12, 2011 and made effective as of July 14, 2009.
|
|
|
|
+*10.47
|
|
Second Amended and Restated Limited Partnership Agreement Apollo Credit Opportunity CM Executive Carry I, L.P. dated January 12, 2011 and made effective as of July 14, 2009.
|
|
|
|
+*10.48
|
|
Second Amended and Restated Limited Partnership Agreement of Apollo Credit Opportunity CM Executive Carry II, L.P. dated January 12, 2011 and made effective as of July 14, 2009.
|
|
|
|
+*10.49
|
|
Second Amended and Restated Exempted Limited Partnership Agreement of AGM Incentive Pool, L.P., dated June 29, 2012.
|
|
|
|
*10.50
|
|
Credit Agreement, dated as of December 18, 2013, by and among Apollo Management Holdings, L.P. as the Term Facility Borrower and a Revolving Facility Borrower, the other Revolving Facility Borrowers party thereto, the other guarantors party thereto from time to time, the lenders party thereto from time to time, the issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
|
|
*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
|
|
|
|
†*101.SCH
|
|
XBRL Taxonomy Extension Scheme 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
|
*
|
Filed herewith.
|
†
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
+
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
Apollo Global Management, LLC
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: March 3, 2014
|
By:
|
/s/ Martin Kelly
|
|
|
|
Name:
|
Martin Kelly
|
|
|
Title:
|
Chief Financial Officer
(principal financial officer and
authorized signatory)
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Leon Black
|
|
Chairman and Chief Executive Officer and Director
(principal executive officer)
|
|
March 3, 2014
|
Leon Black
|
|
|
|
|
|
|
|
||
/s/ Martin Kelly
|
|
Chief Financial Officer
(principal financial officer)
|
|
March 3, 2014
|
Martin Kelly
|
|
|
|
|
|
|
|
||
/s/ Chris Weidler
|
|
Chief Accounting Officer
|
|
March 3, 2014
|
Chris Weidler
|
|
(principal accounting officer)
|
|
|
|
|
|
||
/s/ Joshua Harris
|
|
Senior Managing Director and Director
|
|
March 3, 2014
|
Joshua Harris
|
|
|
|
|
|
|
|
||
/s/ Marc Rowan
|
|
Senior Managing Director and Director
|
|
March 3, 2014
|
Marc Rowan
|
|
|
|
|
|
|
|
||
/s/ Michael Ducey
|
|
Director
|
|
March 3, 2014
|
Michael Ducey
|
|
|
|
|
|
|
|
||
/s/ Paul Fribourg
|
|
Director
|
|
March 3, 2014
|
Paul Fribourg
|
|
|
|
|
|
|
|
||
/s/ AB Krongard
|
|
Director
|
|
March 3, 2014
|
AB Krongard
|
|
|
|
|
|
|
|
||
/s/ Pauline Richards
|
|
Director
|
|
March 3, 2014
|
Pauline Richards
|
|
|
|
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
AGRE Europe Management, LLC
|
|
Delaware
|
AGRE NA Management, LLC
|
|
Delaware
|
Apollo Credit Liquidity CM Executive Carry, L.P.
|
|
Delaware
|
Athene Asset Management, LP
|
|
Delaware
|
2012 CMBS-I GP LLC (fka 2012 CMBS GP LLC)
|
|
Delaware
|
2012 CMBS-I Management LLC (fka 2012 CMBS Management LLC)
|
|
Delaware
|
2012 CMBS-II GP LLC
|
|
Delaware
|
2012 CMBS-II Management LLC
|
|
Delaware
|
2012 CMBS-III GP LLC
|
|
Delaware
|
2012 CMBS-III Management LLC
|
|
Delaware
|
A/A Capital Management, LLC
|
|
Delaware
|
A/A Investor I, LLC
|
|
Delaware
|
AAA Associates (Co-Invest VII GP), Ltd.
|
|
Cayman Islands
|
AAA Associates (Co-Invest VII), LP
|
|
Cayman Islands
|
AAA Associates, L.P.
|
|
Guernsey
|
AAA Guernsey Limited
|
|
Guernsey
|
AAA Holdings GP Limited
|
|
Guernsey
|
AAA Holdings, L.P.
|
|
Guernsey
|
AAA Life Re Carry, L.P.
|
|
Cayman Islands
|
AAA MIP Limited
|
|
Guernsey
|
AAM Management Ltd.
|
|
Cayman Islands
|
ACC Advisors A/B, LLC
|
|
Delaware
|
ACC Advisors C, LLC
|
|
Delaware
|
ACC Advisors D, LLC
|
|
Delaware
|
ACC Management, LLC
|
|
Delaware
|
ACREFI Management, LLC
|
|
Delaware
|
AEM GP, LLC
|
|
Delaware
|
AGM India Advisors Private Limited
|
|
India
|
AGRE - DCB, LLC
|
|
Delaware
|
AGRE - E Legacy Management, LLC
|
|
Delaware
|
AGRE - E2 Legacy Management, LLC
|
|
Delaware
|
AGRE Asia Pacific Legacy Management, LLC
|
|
Delaware
|
AGRE Asia Pacific Management, LLC
|
|
Delaware
|
AGRE Asia Pacific Real Estate Advisors GP, Ltd.
|
|
Cayman Islands
|
AGRE Asia Pacific Real Estate Advisors, L.P.
|
|
Cayman Islands
|
AGRE CMBS GP II LLC
|
|
Delaware
|
AGRE CMBS GP LLC
|
|
Delaware
|
AGRE CMBS Management II LLC
|
|
Delaware
|
AGRE CMBS Management LLC
|
|
Delaware
|
AGRE CRE Debt Manager, LLC
|
|
Delaware
|
AGRE Debt Fund I GP, Ltd.
|
|
Cayman Islands
|
AGRE Europe Co-Invest Advisors GP, LLC
|
|
Marshall Islands
|
AGRE Europe Co-Invest Advisors, LP
|
|
Marshall Islands
|
AGRE Europe Co-Invest Management GP, LLC
|
|
Marshall Islands
|
AGRE Europe Co-Invest Management, LP
|
|
Marshall Islands
|
AGRE Europe Legacy Management, LLC
|
|
Delaware
|
AGRE GP Holdings, LLC
|
|
Delaware
|
AGRE NA Legacy Management, LLC
|
|
Delaware
|
AGRE U.S. Real Estate Advisors Cayman, Ltd.
|
|
Cayman Islands
|
AGRE U.S. Real Estate Advisors GP, LLC
|
|
Delaware
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
AGRE U.S. Real Estate Advisors, L.P.
|
|
Delaware
|
AIF III Management, LLC
|
|
Delaware
|
AIF V Management, LLC
|
|
Delaware
|
AIF VI Management, LLC
|
|
Delaware
|
AIF VII Management, LLC
|
|
Delaware
|
AIF VIII Management, LLC
|
|
Delaware
|
AION Co-Investors (D) Ltd
|
|
Mauritius
|
ALM IV, Ltd.
|
|
Cayman Islands
|
ALM Loan Funding 2010-1, LLC
|
|
Delaware
|
ALM Loan Funding 2010-3, Ltd.
|
|
Cayman Islands
|
ALM V, Ltd.
|
|
Cayman Islands
|
ALM VI, Ltd
|
|
Delaware
|
ALM VII ( R), LLC
|
|
Delaware
|
ALM VII ( R), Ltd
|
|
Cayman Islands
|
ALM VII ( R)-2, LLC
|
|
Delaware
|
ALM VII ( R)-2, Ltd
|
|
Cayman Islands
|
ALM VII, Ltd.
|
|
Cayman Islands
|
ALM VIII, Ltd.
|
|
Cayman Islands
|
AMH Holdings (Cayman), L.P.
|
|
Cayman Islands
|
AMH Holdings GP, Ltd.
|
|
Cayman Islands
|
AMI (Holdings), LLC
|
|
Delaware
|
AMI (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
ANRP EPE GenPar, Ltd
|
|
Cayman Islands
|
ANRP PG GenPar, Ltd.
|
|
Cayman Islands
|
ANRP Talos GenPar, Ltd.
|
|
Cayman Islands
|
AP Alternative Assets, L.P.
|
|
Guernsey
|
AP AOP VII Transfer Holdco, LLC
|
|
Delaware
|
AP Transport
|
|
Delaware
|
AP TSL Funding, LLC
|
|
Delaware
|
APH HFA Holdings GP, Ltd
|
|
Cayman Islands
|
APH HFA Holdings, L.P.
|
|
Cayman Islands
|
APH Holdings (DC), L.P.
|
|
Cayman Islands
|
APH Holdings (FC), L.P.
|
|
Cayman Islands
|
APH Holdings, L.P.
|
|
Cayman Islands
|
APH I (SUB I), Ltd
|
|
Cayman Islands
|
APH III (SUB I), Ltd
|
|
Cayman Islands
|
APO (FC), LLC
|
|
Anguilla
|
APO Asset Co., LLC
|
|
Delaware
|
APO Corp.
|
|
Delaware
|
Apollo Achilles Co-Invest GP, LLC
|
|
Anguilla
|
Apollo Administration GP Ltd.
|
|
Cayman Islands
|
Apollo Advisors (Mauritius) Ltd.
|
|
Mauritius
|
Apollo Advisors (MHE), LLC
|
|
Delaware
|
Apollo Advisors IV, L.P.
|
|
Delaware
|
Apollo Advisors V (EH Cayman), L.P.
|
|
Cayman Islands
|
Apollo Advisors V (EH), LLC
|
|
Anguilla
|
Apollo Advisors V, L.P.
|
|
Delaware
|
Apollo Advisors VI (APO DC), L.P.
|
|
Delaware
|
Apollo Advisors VI (APO DC-GP), LLC
|
|
Delaware
|
Apollo Advisors VI (APO FC), L.P.
|
|
Cayman Islands
|
Apollo Advisors VI (APO FC-GP), LLC
|
|
Anguilla
|
Apollo Advisors VI (EH), L.P.
|
|
Cayman Islands
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo Advisors VI (EH-GP), Ltd.
|
|
Cayman Islands
|
Apollo Advisors VI, L.P.
|
|
Delaware
|
Apollo Advisors VII (APO DC), L.P.
|
|
Delaware
|
Apollo Advisors VII (APO DC-GP), LLC
|
|
Delaware
|
Apollo Advisors VII (APO FC), L.P.
|
|
Cayman Islands
|
Apollo Advisors VII (APO FC-GP), LLC
|
|
Anguilla
|
Apollo Advisors VII (EH), L.P.
|
|
Cayman Islands
|
Apollo Advisors VII (EH-GP), Ltd.
|
|
Cayman Islands
|
Apollo Advisors VII, L.P.
|
|
Delaware
|
Apollo Advisors VIII (EH), LP
|
|
Cayman Islands
|
Apollo Advisors VIII (EH-GP), Ltd.
|
|
Cayman Islands
|
Apollo Advisors VIII, L.P.
|
|
Delaware
|
Apollo AGRE APREF Co-Investors (D), LP
|
|
Cayman Islands
|
Apollo AGRE Prime Co-Investors (D), LLC
|
|
Anguilla
|
Apollo AGRE USREF Co-Investors (B), LLC
|
|
Delaware
|
Apollo AIE II Co-Investors (B), L.P.
|
|
Cayman Islands
|
Apollo AION Capital Partners
|
|
Cayman Islands
|
Apollo ALS Holdings II GP, LLC
|
|
Delaware
|
Apollo ALST GenPar, Ltd.
|
|
Cayman Islands
|
Apollo ALST Voteco, LLC
|
|
Delaware
|
Apollo Alternative Assets GP Limited
|
|
Cayman Islands
|
Apollo Alternative Assets, L.P.
|
|
Cayman Islands
|
Apollo Anguilla B LLC
|
|
Anguilla
|
Apollo ANRP Advisors (APO DC), L.P.
|
|
Delaware
|
Apollo ANRP Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo ANRP Advisors (APO FC), L.P.
|
|
Cayman Islands
|
Apollo ANRP Advisors (APO FC-GP), LLC
|
|
Anguilla
|
Apollo ANRP Advisors (IH), L.P.
|
|
Cayman Islands
|
Apollo ANRP Advisors (IH-GP), LLC
|
|
Anguilla
|
Apollo ANRP Advisors, L.P.
|
|
Delaware
|
Apollo ANRP Capital Management, LLC
|
|
Delaware
|
Apollo ANRP Co-Investors (D), L.P.
|
|
Delaware
|
Apollo ANRP Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo ANRP Co-Investors (FC-D), L.P.
|
|
Anguilla
|
Apollo ANRP Co-Investors (IH-D), LP
|
|
Anguilla
|
Apollo ANRP Fund Administration, LLC
|
|
Delaware
|
Apollo APC Capital Management, LLC
|
|
Anguilla
|
Apollo APC Advisors, L.P.
|
|
Cayman Islands
|
Apollo APC Management GP, LLC
|
|
Delaware
|
Apollo APC Management, L.P.
|
|
Delaware
|
Apollo Asia Administration, LLC
|
|
Delaware
|
Apollo Asia Advisors, L.P.
|
|
Delaware
|
Apollo Asia Capital Management, LLC
|
|
Delaware
|
Apollo Asia Management GP, LLC
|
|
Delaware
|
Apollo Asia Management, L.P.
|
|
Delaware
|
Apollo Asian Infrastructure Management, LLC
|
|
Delaware
|
Apollo ASPL Management, LLC
|
|
Delaware
|
Apollo Athlon GenPar, Ltd.
|
|
Cayman Islands
|
Apollo BSL Management, LLC
|
|
Delaware
|
Apollo Capital Credit Management, LLC
|
|
Delaware
|
Apollo Capital Management GP, LLC
|
|
Delaware
|
Apollo Capital Management IV, Inc.
|
|
Delaware
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo Capital Management V, Inc.
|
|
Delaware
|
Apollo Capital Management VI, LLC
|
|
Delaware
|
Apollo Capital Management VII, LLC
|
|
Delaware
|
Apollo Capital Management VIII, LLC
|
|
Delaware
|
Apollo Capital Management, L.P.
|
|
Delaware
|
Apollo Capital Spectrum Advisors, LLC
|
|
Delaware
|
Apollo Capital Spectrum Management, LLC
|
|
Delaware
|
Apollo Centre Street Advisors (APO DC), LLC
|
|
Delaware
|
Apollo Centre Street Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Centre Street Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo Centre Street Management, LLC
|
|
Delaware
|
Apollo CKE GP, LLC
|
|
Delaware
|
Apollo COF I Capital Management, LLC
|
|
Delaware
|
Apollo COF II Capital Management, LLC
|
|
Delaware
|
Apollo COF Investor, LLC
|
|
Delaware
|
Apollo Co-Investors (NR EH-D), LP
|
|
Anguilla
|
Apollo Co-Investors Manager, LLC
|
|
Delaware
|
Apollo Co-Investors VI (D), L.P.
|
|
Delaware
|
Apollo Co-Investors VI (DC-D), L.P.
|
|
Delaware
|
Apollo Co-Investors VI (EH-D), LP
|
|
Anguilla
|
Apollo Co-Investors VI (FC-D), LP
|
|
Anguilla
|
Apollo Co-Investors VII (D), L.P.
|
|
Delaware
|
Apollo Co-Investors VII (DC-D), L.P.
|
|
Delaware
|
Apollo Co-Investors VII (EH-D), LP
|
|
Anguilla
|
Apollo Co-Investors VII (FC-D), L.P.
|
|
Anguilla
|
Apollo Co-Investors VII (NR D), L.P.
|
|
Delaware
|
Apollo Co-Investors VII (NR DC-D), L.P.
|
|
Delaware
|
Apollo Co-Investors VII (NR FC-D), LP
|
|
Anguilla
|
Apollo Co-Investors VIII (D), L.P.
|
|
Delaware
|
Apollo Co-Investors VIII (EH-D), LP
|
|
Cayman Islands
|
Apollo Commodities Management GP, LLC
|
|
Delaware
|
Apollo Commodities Management, L.P.
|
|
Delaware
|
Apollo Commodities Partners Fund Administration, LLC
|
|
Delaware
|
Apollo Consumer Credit Advisors, LLC
|
|
Delaware
|
Apollo Consumer Credit Fund, LP
|
|
Delaware
|
Apollo Consumer Credit Master Fund, LP
|
|
Delaware
|
Apollo Credit Advisors I, LLC
|
|
Delaware
|
Apollo Credit Advisors II, LLC
|
|
Delaware
|
Apollo Credit Advisors III, LLC
|
|
Delaware
|
Apollo Credit Capital Management, LLC
|
|
Delaware
|
Apollo Credit Fund LP (fka Stone Tower Credit Fund LP)
|
|
Delaware
|
Apollo Credit Funding I Ltd. (fka Stone Tower Credit Funding I Ltd.)
|
|
Cayman Islands
|
Apollo Credit Income Advisors LLC
|
|
Delaware
|
Apollo Credit Income Co-Investors (D) LLC
|
|
Delaware
|
Apollo Credit Income Management LLC
|
|
Delaware
|
Apollo Credit Liquidity Advisors, L.P.
|
|
Delaware
|
Apollo Credit Liquidity Capital Management, LLC
|
|
Delaware
|
Apollo Credit Liquidity Investor, LLC
|
|
Delaware
|
Apollo Credit Liquidity Management GP, LLC
|
|
Delaware
|
Apollo Credit Liquidity Management, L.P.
|
|
Delaware
|
Apollo Credit Management (CLO), LLC
|
|
Delaware
|
Apollo Credit Management (European Senior Debt), LLC
|
|
Delaware
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo Credit Management (Senior Loans) II, LLC
|
|
Delaware
|
Apollo Credit Management (Senior Loans), LLC
|
|
Delaware
|
Apollo Credit Management, LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors I, L.P.
|
|
Delaware
|
Apollo Credit Opportunity Advisors II, L.P.
|
|
Delaware
|
Apollo Credit Opportunity Advisors III GP LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors III, L.P.
|
|
Delaware
|
Apollo Credit Opportunity CM Executive Carry I, L.P.
|
|
Delaware
|
Apollo Credit Opportunity CM Executive Carry II, L.P.
|
|
Delaware
|
Apollo Credit Opportunity Co-Investors III (D) LLC
|
|
Delaware
|
Apollo Credit Opportunity Management III LLC
|
|
Delaware
|
Apollo Credit Opportunity Management, LLC
|
|
Delaware
|
Apollo Credit Senior Loan Fund, L.P.
|
|
Delaware
|
Apollo Credit Short Opportunities Advisors LLC
|
|
Delaware
|
Apollo Credit Short Opportunities Management, LLC
|
|
Delaware
|
Apollo Emerging Markets, LLC
|
|
Delaware
|
Apollo EPF Administration, Limited
|
|
Cayman Islands
|
Apollo EPF Advisors II, L.P.
|
|
Cayman Islands
|
Apollo EPF Advisors, L.P.
|
|
Cayman Islands
|
Apollo EPF Capital Management, Limited
|
|
Cayman Islands
|
Apollo EPF Co-Investors (B), L.P.
|
|
Cayman Islands
|
Apollo EPF Co-Investors II (D), L.P.
|
|
Cayman Islands
|
Apollo EPF Co-Investors II (EURO), LP
|
|
Cayman Islands
|
Apollo EPF II Capital Management, LLC
|
|
Marshall Islands
|
Apollo EPF Management GP, LLC
|
|
Delaware
|
Apollo EPF Management II GP, LLC
|
|
Delaware
|
Apollo EPF Management II, L.P.
|
|
Delaware
|
Apollo EPF Management, L.P.
|
|
Delaware
|
Apollo Europe Advisors, L.P.
|
|
Cayman Islands
|
Apollo Europe Capital Management, Ltd
|
|
Cayman Islands
|
Apollo Europe Management, L.P.
|
|
Delaware
|
Apollo European Credit Advisors, L.P.
|
|
Cayman Islands
|
Apollo European Credit Advisors, LLC
|
|
Delaware
|
Apollo European Credit Co-Investors, LLC
|
|
Delaware
|
Apollo European Credit Management, L.P.
|
|
Delaware
|
Apollo European Credit Management, LLC
|
|
Delaware
|
Apollo European Senior Debt Advisors II, LLC
|
|
Delaware
|
Apollo European Senior Debt Advisors, LLC
|
|
Delaware
|
Apollo European Senior Debt Management, LLC
|
|
Delaware
|
Apollo European Strategic Advisors, L.P.
|
|
Cayman Islands
|
Apollo European Strategic Advisors, LLC
|
|
Delaware
|
Apollo European Strategic Co-Investors, LLC
|
|
Delaware
|
Apollo European Strategic Management, L.P.
|
|
Delaware
|
Apollo European Strategic Management, LLC
|
|
Delaware
|
Apollo Executive Carry VII (NR APO DC), L.P.
|
|
Cayman Islands
|
Apollo Executive Carry VII (NR APO FC), L.P.
|
|
Delaware
|
Apollo Executive Carry VII (NR EH), L.P.
|
|
Cayman Islands
|
Apollo Executive Carry VII (NR), L.P.
|
|
Delaware
|
Apollo Franklin Advisors (APO DC), LP
|
|
Delaware
|
Apollo Franklin Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Franklin Co-Investors (DC-D), LP
|
|
Delaware
|
Apollo Franklin Management, LLC
|
|
Delaware
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo Fund Administration IV, L.L.C.
|
|
Delaware
|
Apollo Fund Administration V, L.L.C.
|
|
Delaware
|
Apollo Fund Administration VI, LLC
|
|
Delaware
|
Apollo Fund Administration VII, LLC
|
|
Delaware
|
Apollo Fund Administration VIII, LLC
|
|
Delaware
|
Apollo Gaucho GenPar, Ltd
|
|
Cayman Islands
|
Apollo Global Real Estate Management GP, LLC
|
|
Delaware
|
Apollo Global Real Estate Management, L.P.
|
|
Delaware
|
Apollo Global Securities, LLC
|
|
Delaware
|
Apollo GSS GP Limited
|
|
Channel Islands
|
Apollo India Credit Opportunity Management, LLC
|
|
Delaware
|
Apollo International Management (Canada) ULC
|
|
British Columbia
|
Apollo International Management GP, LLC
|
|
Delaware
|
Apollo International Management, L.P.
|
|
Delaware
|
Apollo Investment Administration, LLC
|
|
Maryland
|
Apollo Investment Consulting LLC
|
|
Delaware
|
Apollo Investment Management, L.P.
|
|
Delaware
|
Apollo Laminates Agent, LLC
|
|
Delaware
|
Apollo Life Asset Ltd
|
|
Cayman Islands
|
Apollo Longevity, LLC
|
|
Delaware
|
Apollo Management (AOP) VII, LLC
|
|
Delaware
|
Apollo Management (AOP) VIII, LLC
|
|
Delaware
|
Apollo Management (Germany) VI, LLC
|
|
Delaware
|
Apollo Management (MHE), LLC
|
|
Delaware
|
Apollo Management (UK) VI, LLC
|
|
Delaware
|
Apollo Management (UK), L.L.C.
|
|
Delaware
|
Apollo Management Advisors GmbH
|
|
Germany
|
Apollo Management Asia Pacific Limited
|
|
Hong Kong
|
Apollo Management GP, LLC
|
|
Delaware
|
Apollo Management Holdings GP, LLC
|
|
Delaware
|
Apollo Management Holdings, L.P.
|
|
Delaware
|
Apollo Management III, L.P.
|
|
Delaware
|
Apollo Management International LLP
|
|
UK
|
Apollo Management IV, L.P.
|
|
Delaware
|
Apollo Management Singapore Pte Ltd
|
|
Singapore
|
Apollo Management V, L.P.
|
|
Delaware
|
Apollo Management VI, L.P.
|
|
Delaware
|
Apollo Management VII, L.P.
|
|
Delaware
|
Apollo Management VIII, L.P.
|
|
Delaware
|
Apollo Management, L.P.
|
|
Delaware
|
Apollo Maritime Management, LLC
|
|
Delaware
|
Apollo Master Fund Administration, LLC
|
|
Delaware
|
Apollo Master Fund Feeder Advisors, L.P.
|
|
Delaware
|
Apollo Master Fund Feeder Management, LLC
|
|
Delaware
|
Apollo Offshore Credit Fund Ltd. (fka Stone Tower Offshore Credit Fund Ltd)
|
|
Cayman Islands
|
Apollo Palmetto Advisors, L.P.
|
|
Delaware
|
Apollo Palmetto Athene Advisors, L.P.
|
|
Delaware
|
Apollo Palmetto Athene Management, LLC
|
|
Delaware
|
Apollo Palmetto HFA Advisors, L.P.
|
|
Delaware
|
Apollo Palmetto Management, LLC
|
|
Delaware
|
Apollo Parallel Partners Administration, LLC
|
|
Delaware
|
Apollo PE VIII Director, LLC
|
|
Anguilla
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo PG GenPar, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings I GP, LLC
|
|
Delaware
|
Apollo Principal Holdings I, L.P.
|
|
Delaware
|
Apollo Principal Holdings II GP, LLC
|
|
Delaware
|
Apollo Principal Holdings II, L.P.
|
|
Delaware
|
Apollo Principal Holdings III GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings III, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings IV GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings IV, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings IX GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings IX, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings V GP, LLC
|
|
Delaware
|
Apollo Principal Holdings V, L.P.
|
|
Delaware
|
Apollo Principal Holdings VI GP, LLC
|
|
Delaware
|
Apollo Principal Holdings VI, L.P.
|
|
Delaware
|
Apollo Principal Holdings VII GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings VII, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings VIII GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings VIII, L.P.
|
|
Cayman Islands
|
Apollo Resolution Servicing GP, LLC
|
|
Delaware
|
Apollo Resolution Servicing, L.P.
|
|
Delaware
|
Apollo Rose GP, LP
|
|
Cayman Islands
|
Apollo Royalties Management, LLC
|
|
Delaware
|
Apollo Senior Loan Fund Co-Investors (D), L.P.
|
|
Delaware
|
Apollo SK Strategic Advisors, L.P.
|
|
Cayman Islands
|
Apollo SK Strategic Advisors, LLC
|
|
Anguilla
|
Apollo SK Strategic Co-Investors (FC-D), LLC
|
|
Marshall Islands
|
Apollo SK Strategic Management, LLC
|
|
Delaware
|
Apollo SOMA Advisors, L.P.
|
|
Delaware
|
Apollo SOMA Capital Management, LLC
|
|
Delaware
|
Apollo SOMA II Advisors, L.P.
|
|
Cayman Islands
|
Apollo SPN Advisors (APO DC), L.P.
|
|
Cayman Islands
|
Apollo SPN Advisors (APO FC), L.P.
|
|
Cayman Islands
|
Apollo SPN Advisors, L.P.
|
|
Cayman Islands
|
Apollo SPN Capital Management (APO DC-GP), LLC
|
|
Anguilla
|
Apollo SPN Capital Management (APO FC-GP), LLC
|
|
Anguilla
|
Apollo SPN Capital Management, LLC
|
|
Anguilla
|
Apollo SPN Co-Investors (D), L.P.
|
|
Anguilla
|
Apollo SPN Co-Investors (DC-D), L.P.
|
|
Anguilla
|
Apollo SPN Co-Investors (FC-D), L.P.
|
|
Anguilla
|
Apollo SPN Management, LLC
|
|
Delaware
|
Apollo ST CLO Holdings GP, LLC
|
|
Delaware
|
Apollo ST Credit Partners GP LLC
|
|
Delaware
|
Apollo ST Credit Strategies GP LLC
|
|
Delaware
|
Apollo ST Debt Advisors LLC
|
|
Delaware
|
Apollo ST Fund Management LLC
|
|
Delaware
|
Apollo ST Operating LP
|
|
Delaware
|
Apollo ST Structured Credit Recovery Partners II GP LLC
|
|
Delaware
|
Apollo Strategic Advisors, L.P.
|
|
Cayman Islands
|
Apollo Strategic Capital Management, LLC
|
|
Delaware
|
Apollo Strategic Management GP, LLC
|
|
Delaware
|
Apollo Strategic Management, L.P.
|
|
Delaware
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo Structured Credit Recovery Advisors III LLC
|
|
Delaware
|
Apollo Structured Credit Recovery Co-Investors III (D), LLC
|
|
Delaware
|
Apollo Structured Credit Recovery Management III LLC
|
|
Delaware
|
Apollo SVF Administration, LLC
|
|
Delaware
|
Apollo SVF Advisors, L.P.
|
|
Delaware
|
Apollo SVF Capital Management, LLC
|
|
Delaware
|
Apollo SVF Management GP, LLC
|
|
Delaware
|
Apollo SVF Management, L.P.
|
|
Delaware
|
Apollo Talos GenPar, Ltd.
|
|
Cayman Islands
|
Apollo Total Return Advisors GP LLC
|
|
Delaware
|
Apollo Total Return Advisors LP
|
|
Cayman Islands
|
Apollo Total Return Co-Investors (D) GP LLC
|
|
Delaware
|
Apollo Total Return Co-Investors (D) LP
|
|
Delaware
|
Apollo Total Return Management LLC
|
|
Delaware
|
Apollo Value Administration, LLC
|
|
Delaware
|
Apollo Value Advisors, L.P.
|
|
Delaware
|
Apollo Value Capital Management, LLC
|
|
Delaware
|
Apollo Value Management GP, LLC
|
|
Delaware
|
Apollo Value Management, L.P.
|
|
Delaware
|
Apollo Verwaltungs V GmbH
|
|
Germany
|
Apollo VII TXU Administration, LLC
|
|
Delaware
|
Apollo Zeus Strategic Advisors, LLC
|
|
Delaware
|
Apollo Zeus Strategic Advisors, LP
|
|
Cayman Islands
|
Apollo Zeus Strategic Co-Investors (DC-D), LLC
|
|
Delaware
|
Apollo Zeus Strategic Management, LLC
|
|
Delaware
|
Apollo Zohar Advisors LLC
|
|
Delaware
|
Apollo/Artus Management, LLC
|
|
Delaware
|
ARM Manager, LLC
|
|
Delaware
|
Athene Investment Analytics LLC
|
|
Delaware
|
Athene Mortgage Opportunities GP, LLC
|
|
Delaware
|
August Global Management, LLC
|
|
Florida
|
Blue Bird GP, Ltd.
|
|
Cayman Islands
|
CAI Strategic European Real Estate Advisors GP, LLC
|
|
Marshall Islands
|
CAI Strategic European Real Estate Advisors, L.P.
|
|
Marshall Islands
|
Champ GP, LLC
|
|
Delaware
|
CMP Apollo LLC
|
|
Delaware
|
Cornerstone CLO Ltd.
|
|
Cayman Islands
|
CPI Asia G-Fdr General Partner GmbH
|
|
Germany
|
CPI Capital Partners Asia Pacific GP Ltd.
|
|
Cayman Islands
|
CPI Capital Partners Asia Pacific MLP II Ltd.
|
|
Cayman Islands
|
CPI Capital Partners Europe GP Ltd.
|
|
Cayman Islands
|
CPI CCP EU-T Scots GP Ltd.
|
|
Scotland
|
CPI European Carried Interest, L.P.
|
|
Delaware
|
CPI European Fund GP LLC
|
|
Delaware
|
CPI NA Cayman Fund GP, L.P.
|
|
Cayman Islands
|
CPI NA Fund GP LP
|
|
Delaware
|
CPI NA GP LLC
|
|
Delaware
|
CPI NA WT Fund GP LP
|
|
Delaware
|
Cyclone Royalties, LLC
|
|
Delaware
|
Delaware Rose GP, LLC
|
|
Delaware
|
EPE Acquisition Holdings, LLC
|
|
Delaware
|
EPF II Team Carry Plan, L.P.
|
|
Marshall Islands
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Financial Credit I Capital Management, LLC
|
|
Delaware
|
Financial Credit II Capital Management, LLC
|
|
Delaware
|
Financial Credit Investment Advisors I, L.P.
|
|
Cayman Islands
|
Financial Credit Investment Advisors II, LP
|
|
Cayman Islands
|
Financial Credit Investment I Manager, LLC
|
|
Delaware
|
Financial Credit Investment II Manager, LLC
|
|
Delaware
|
Granite Ventures II Ltd.
|
|
Cayman Islands
|
Granite Ventures III Ltd.
|
|
Cayman Islands
|
Green Bird GP, Ltd.
|
|
Cayman Islands
|
Greenhouse Holdings, Ltd.
|
|
Cayman Islands
|
GSAM Apollo Holdings, LLC
|
|
Delaware
|
Gulf Stream - Compass CLO 2005-II, Ltd.
|
|
Cayman Islands
|
Gulf Stream - Compass CLO 2007, Ltd.
|
|
Cayman Islands
|
Gulf Stream - Rashinban CLO 2006-I, Ltd.
|
|
Cayman Islands
|
Gulf Stream - Sextant CLO 2006-I, Ltd.
|
|
Cayman Islands
|
Gulf Stream - Sextant CLO 2007-I, Ltd.
|
|
Cayman Islands
|
Gulf Stream Asset Management, LLC
|
|
North Carolina
|
Harvest Holdings, LLC
|
|
Marshall Islands
|
Insight Solutions GP, LLC
|
|
Delaware
|
Karpos Investments, LLC
|
|
Marshall Islands
|
Lapithus EPF II Team Carry Plan, LP
|
|
Marshall Islands
|
LeverageSource Management, LLC
|
|
Delaware
|
London Prime Apartments Guernsey Holdings Limited
|
|
Guernsey
|
London Prime Apartments Guernsey Limited
|
|
Guernsey
|
Neptune Finance CCS, Ltd.
|
|
Cayman Islands
|
Ohio Haverly Finance Company GP, LLC
|
|
Delaware
|
Ohio Haverly Finance Company, L.P.
|
|
Delaware
|
Rampart CLO 2006-1 Ltd.
|
|
Cayman Islands
|
Rampart CLO 2007 Ltd.
|
|
Cayman Islands
|
Red Bird GP, Ltd.
|
|
Cayman Islands
|
Smart & Final Holdco LLC
|
|
Delaware
|
ST Holdings GP, LLC
|
|
Delaware
|
ST Management Holdings, LLC
|
|
Delaware
|
Stanhope Life Advisors, L.P.
|
|
Cayman Islands
|
Stone Tower Capital LLC
|
|
Delaware
|
Stone Tower CLO II Ltd.
|
|
Cayman Islands
|
Stone Tower CLO III Ltd.
|
|
Cayman Islands
|
Stone Tower CLO IV Ltd.
|
|
Cayman Islands
|
Stone Tower CLO V Ltd.
|
|
Cayman Islands
|
Stone Tower CLO VI Ltd.
|
|
Cayman Islands
|
Stone Tower CLO VII Ltd.
|
|
Cayman Islands
|
Stone Tower Credit Solutions Fund LP
|
|
Delaware
|
Stone Tower Credit Solutions GP LLC
|
|
Delaware
|
Stone Tower Europe Limited
|
|
Ireland
|
Stone Tower Europe LLC
|
|
Ireland
|
Stone Tower Loan Value Recovery Fund GP LLC
|
|
Delaware
|
Stone Tower Offshore Ltd.
|
|
Cayman Islands
|
Stone Tower Structured Credit Recovery Partners GP, LLC
|
|
Delaware
|
VC GP C, LLC
|
|
Delaware
|
VC GP, LLC
|
|
Delaware
|
Verso Paper Investments Management LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013 of Apollo Global Management, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013 of Apollo Global Management, LLC
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|
|
|
Page
|
|
ARTICLE I Definitions
|
1
|
|
|
|
|
|
|
Section 1.01
|
Defined Terms
|
1
|
|
Section 1.02
|
Terms Generally
|
42
|
|
Section 1.03
|
Exchange Rates; Currency Equivalents
|
43
|
|
Section 1.04
|
Timing of Payment or Performance
|
43
|
|
Section 1.05
|
Times of Day
|
43
|
|
|
|
|
|
Article II The Credits
|
43
|
|
|
|
|
|
|
Section 2.01
|
Commitments
|
43
|
|
Section 2.02
|
Loans and Borrowings
|
44
|
|
Section 2.03
|
Requests for Borrowings
|
45
|
|
Section 2.04
|
Swingline Loans
|
46
|
|
Section 2.05
|
Letters of Credit
|
48
|
|
Section 2.06
|
Funding of Borrowings
|
54
|
|
Section 2.07
|
Interest Elections
|
55
|
|
Section 2.08
|
Termination and Reduction of Commitments
|
56
|
|
Section 2.09
|
Evidence of Debt
|
57
|
|
Section 2.10
|
Repayment of Loans
|
58
|
|
Section 2.11
|
Optional Prepayment of Loans; Cash Collateralization; Letter of Credit Support
|
59
|
|
Section 2.12
|
Fees
|
59
|
|
Section 2.13
|
Interest
|
60
|
|
Section 2.14
|
Alternate Rate of Interest
|
61
|
|
Section 2.15
|
Increased Costs
|
62
|
|
Section 2.16
|
Break Funding Payments
|
63
|
|
Section 2.17
|
Taxes
|
63
|
|
Section 2.18
|
Payments Generally; Pro Rata Treatment; Sharing of Set-offs; Subordination Terms
|
67
|
|
Section 2.19
|
Mitigation Obligations; Replacement of Lenders
|
72
|
|
Section 2.20
|
Illegality
|
74
|
|
Section 2.21
|
Incremental Commitments; Other Term Loans; Other Revolving Loans
|
74
|
|
Section 2.22
|
Defaulting Lender
|
84
|
|
Section 2.23
|
Grant of Security
|
87
|
|
|
|
|
|
Article III Representations and Warranties
|
87
|
|
|
|
|
|
|
Section 3.01
|
Financial Condition
|
87
|
|
Section 3.02
|
No Change
|
87
|
|
Section 3.03
|
Existence; Compliance with Law
|
87
|
|
Section 3.04
|
Power; Authorization; Enforceable Obligations
|
88
|
|
Section 3.05
|
No Legal Bar
|
88
|
|
Section 3.06
|
Litigation
|
88
|
|
Section 3.07
|
No Default
|
88
|
|
Section 3.08
|
Taxes
|
88
|
|
Section 3.09
|
Federal Reserve Regulations
|
89
|
|
Section 3.10
|
ERISA
|
89
|
|
Section 3.11
|
Investment Company Act
|
89
|
|
Section 3.12
|
Information
|
89
|
|
Section 3.13
|
Use of Proceeds
|
89
|
|
Section 3.14
|
USA PATRIOT Act; OFAC
|
89
|
|
Section 3.15
|
Foreign Corrupt Practices Act
|
90
|
|
|
|
|
|
Article IV Conditions of Lending
|
90
|
|
|
|
|
|
|
Section 4.01
|
All Credit Events
|
90
|
|
Section 4.02
|
First Credit Event
|
91
|
|
|
|
|
|
Article V Affirmative Covenants
|
93
|
|
|
|
|
|
|
Section 5.01
|
Financial Statements
|
93
|
|
Section 5.02
|
Certificates; Other Information
|
94
|
|
Section 5.03
|
Maintenance of Existence; Compliance
|
94
|
|
Section 5.04
|
Maintenance of Insurance
|
94
|
|
Section 5.05
|
Books and Records; Discussions
|
94
|
|
Section 5.06
|
Notices
|
95
|
|
Section 5.07
|
Additional Guarantors
|
95
|
|
Section 5.08
|
Use of Proceeds
|
95
|
|
Section 5.09
|
Change in Private Corporate Rating
|
95
|
|
Section 5.10
|
Anti-Corruption Laws and Sanctions
|
95
|
|
|
|
|
|
Article VI Negative Covenants
|
96
|
|
|
|
|
|
|
Section 6.01
|
Indebtedness
|
96
|
|
Section 6.02
|
Liens
|
101
|
|
Section 6.03
|
Fundamental Changes; Sales of Material Assets
|
105
|
|
Section 6.04
|
Transactions with Affiliates
|
106
|
|
Section 6.05
|
Business of Group Members
|
106
|
|
Section 6.06
|
Amendment to Management Agreements
|
106
|
|
Section 6.07
|
Financial Covenants
|
106
|
|
|
|
|
|
Article VII Events of Default
|
106
|
|
|
|
|
|
|
Section 7.01
|
Events of Default
|
106
|
|
Section 7.02
|
Treatment of Certain Payments
|
108
|
|
Section 7.03
|
Right to Cure
|
109
|
|
|
|
|
|
Article VIII The Administrative Agent
|
110
|
|
|
|
|
|
|
Section 8.01
|
Appointment
|
110
|
|
Section 8.02
|
Delegation of Duties
|
110
|
|
Section 8.03
|
Exculpatory Provisions
|
111
|
|
Section 8.04
|
Reliance by Administrative Agent
|
112
|
|
Section 8.05
|
Notice of Default
|
112
|
|
Section 8.06
|
Non-Reliance on the Administrative Agent and Other Lenders
|
113
|
|
Section 8.07
|
Indemnification
|
113
|
|
Section 8.08
|
Agent in Its Individual Capacity
|
114
|
|
Section 8.09
|
Successor Administrative Agent
|
114
|
|
Section 8.10
|
Joint Bookrunners, Joint Lead Arrangers and Syndication Agents
|
114
|
|
Section 8.11
|
Loan Documents
|
115
|
|
Section 8.12
|
Right to Realize on Collateral and Enforce Guaranties
|
115
|
|
Section 8.13
|
Withholding Tax
|
116
|
|
|
|
|
|
Article IX Miscellaneous
|
116
|
|
|
|
|
|
|
Section 9.01
|
Notices; Communications
|
116
|
|
Section 9.02
|
Survival of Agreement
|
117
|
|
Section 9.03
|
Binding Effect
|
118
|
|
Section 9.04
|
Successors and Assigns
|
118
|
|
Section 9.05
|
Expenses; Indemnity
|
125
|
|
Section 9.06
|
Right of Set-off
|
127
|
|
Section 9.07
|
Applicable Law
|
127
|
|
Section 9.08
|
Waivers; Amendment
|
127
|
|
Section 9.09
|
Interest Rate Limitation
|
131
|
|
Section 9.10
|
Entire Agreement
|
131
|
|
Section 9.11
|
WAIVER OF JURY TRIAL
|
131
|
|
Section 9.12
|
Severability
|
132
|
|
Section 9.13
|
Counterparts
|
132
|
|
Section 9.14
|
Headings
|
132
|
|
Section 9.15
|
Jurisdiction; Consent to Service of Process
|
132
|
|
Section 9.16
|
Confidentiality
|
133
|
|
Section 9.17
|
Platform; Borrower Materials
|
134
|
|
Section 9.18
|
Release of Liens and Guaranties
|
135
|
|
Section 9.19
|
Judgment Currency
|
136
|
|
Section 9.20
|
USA PATRIOT Act Notice
|
136
|
|
Section 9.21
|
Affiliate Lenders
|
136
|
|
Section 9.22
|
Agency of the Term Facility Borrower for the Loan Parties
|
137
|
|
Section 9.23
|
No Liability of the Issuing Banks
|
137
|
|
|
|
|
|
Article X Guaranty
|
138
|
|
|
|
|
|
|
Section 10.01
|
Guaranty of Payment
|
138
|
|
Section 10.02
|
Obligations Unconditional
|
138
|
|
Section 10.03
|
Modifications
|
139
|
|
Section 10.04
|
Waiver of Rights
|
139
|
|
Section 10.05
|
Reinstatement
|
140
|
|
Section 10.06
|
Remedies
|
140
|
|
Section 10.07
|
Limitation of Guaranty
|
140
|
|
Rating
|
Applicable Commitment Fee
|
≥ A
|
0.125%
|
A-
|
0.15%
|
BBB+
|
0.20%
|
BBB or lower (or unrated)
|
0.25%
|
Rating
|
Eurocurrency Loans
|
ABR Loans
|
≥ A
|
1.125%
|
0.125%
|
A-
|
1.25%
|
0.25%
|
BBB+
|
1.50%
|
0.50%
|
BBB or lower (or unrated)
|
1.75%
|
0.75%
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
Facility/Commitment
|
Principal Amount
Assigned |
Percentage Assigned of Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder)
|
Term Loans/Commitments
|
$
|
%
|
Revolving Facility Loans/Commitments
|
$
|
%
|
|
[[
APOLLO MANAGEMENT HOLDINGS, L.P.
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name: Title:]
[APOLLO MANAGEMENT, L.P.
By: Apollo Management GP, LLC, its general partner
By: _________________________ Name: Title:]
[
APOLLO CAPITAL MANAGEMENT, L.P.
By: Apollo Capital Management GP, LLC, its general partner
By: _________________________
Name: Title:]
[
APOLLO INTERNATIONAL MANAGEMENT, L.P.
By: Apollo International Management GP, LLC, its general partner
by: _________________________
Name: Title:]
[
AAA HOLDINGS, L.P.
By: AAA Holdings GP Limited, its general partner
By: _________________________
Name: Title:]
[
APOLLO PRINCIPAL HOLDINGS I, L.P.
By: Apollo Principal Holdings I GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS II, L.P.
By: Apollo Principal Holdings II GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS III, L.P.
By: Apollo Principal Holdings III GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IV, L.P.
By: Apollo Principal Holdings IV GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS V, L.P.
By: Apollo Principal Holdings V GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VI, L.P.
By: Apollo Principal Holdings VI GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VII, L.P.
By: Apollo Principal Holdings VII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
By: Apollo Principal Holdings VIII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IX, L.P.
By: Apollo Principal Holdings IX GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
ST HOLDINGS GP, LLC
by: _________________________
Name: Title:]
[
ST MANAGEMENT HOLDINGS, LLC.
by: _________________________
Name: Title:]] |
Agent Address:
|
JPMorgan Chase Bank, N.A
|
|
Return form to:
|
Josh Pauley
|
|
500 Stanton Christiana Road
|
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Telephone:
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302-634-4067
|
|
Ops Building 2, 3
rd
Floor
|
|
Facsimile:
|
302-634-4712
|
|
Newark, DE 19713-2107
|
|
E-mail:
|
Deal.Management.Team@jpmchase.com
|
It is very important that
all
of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.
|
|
Signature Block Information:
|
|
n
Signing Credit Agreement
|
|
n
Coming in via Assignment
|
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Type of Lender:
|
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Fund Manager:
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N/A
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Lender Parent:
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N/A
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Domestic Address
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Eurodollar Address
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Primary Credit Contact
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Secondary Credit Contact
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Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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Additional IntraLinks Credit Contact
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Additional IntraLinks Credit Contact
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Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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Operations Contact
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Operations Contact
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Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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Bid Contact
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L/C Contact
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Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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Bank Name:
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ABA/Routing No.:
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Account Name:
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Account No.:
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FFC Account Name:
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FFC Account No.:
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Attention:
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Reference:
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Currency:
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Bank Name:
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Swift/Routing No.:
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Account Name:
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Account No.:
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FFC Account Name:
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FFC Account No.:
|
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Attention:
|
|
Reference:
|
|
Bank Name:
|
JPMorgan Chase Bank N.A.
|
ABA/Routing No.:
|
21000021
|
Account Name:
|
LS2 Incoming Account
|
Account No.:
|
9008113381H0328
|
FFC Account Name:
|
NA
|
FFC Account No.:
|
NA
|
Attention:
|
Loan & Agency
|
Reference:
|
APOLLO MANAGEMENT HOLDINGS, L.P
|
DTCC00006161
|
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Additional IntraLinks Credit Contact
|
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Additional IntraLinks Credit Contact
|
Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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Additional IntraLinks Credit Contact
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Additional IntraLinks Credit Contact
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Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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Additional IntraLinks Credit Contact
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Additional IntraLinks Credit Contact
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Name:
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Company:
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Title
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Address:
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Telephone:
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Facsimile:
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E-mail address:
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To:
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JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “
Administrative Agent
”) under that certain
Credit Agreement, dated as of December 18, 2013 (
as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “
Credit Agreement
”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Term Loans (the “
Term Facility Borrower
”) and a Revolving Facility Borrower (as defined below); (ii) Apollo Management, L.P., a Delaware limited partnership, Apollo Capital Management, L.P., a Delaware limited partnership, Apollo International Management, L.P., a Delaware limited partnership, AAA Holdings, L.P., a Guernsey limited partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX L.P., a Cayman Islands exempted limited partnership, ST Holdings GP, LLC, a Delaware limited liability company, and ST Management Holdings, LLC, a Delaware limited liability company (such entities, together with Apollo Management Holdings, L.P., collectively, the “
Revolving Facility Borrowers
”, and the Revolving Facility Borrowers, together with the Term Facility Borrower, collectively, the “
Borrowers
” and each a “
Borrower
”); (iii) the Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) the Administrative Agent
.
|
1.
|
The Borrowing will be a Borrowing of _________ Loans.
|
2.
|
The aggregate amount of the proposed Borrowing is: $_________.
|
3.
|
The Business Day of the proposed Borrowing is: _____________, 20___.
|
4.
|
The Borrowing is comprised of $___________ of ABR Loans and $____________ of Eurocurrency Loans.
|
5.
|
The duration of the Interest Period for the Eurocurrency Loans, if any, included in the Borrowing shall be ____________ month(s).
|
6.
|
The location and number of the account to which the proceeds of such Borrowing are to be deposited is _________________.
|
[
APOLLO MANAGEMENT HOLDINGS, L.P.
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name: Title:]
[APOLLO MANAGEMENT, L.P.
By: Apollo Management GP, LLC, its general partner
By: _________________________ Name: Title:]
[
APOLLO CAPITAL MANAGEMENT, L.P.
By: Apollo Capital Management GP, LLC, its general partner
By: _________________________
Name: Title:]
[
APOLLO INTERNATIONAL MANAGEMENT, L.P.
By: Apollo International Management GP, LLC, its general partner
by: _________________________
Name: Title:]
[
AAA HOLDINGS, L.P.
By: AAA Holdings GP Limited, its general partner
By: _________________________
Name: Title:]
[
APOLLO PRINCIPAL HOLDINGS I, L.P.
By: Apollo Principal Holdings I GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS II, L.P.
By: Apollo Principal Holdings II GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS III, L.P.
By: Apollo Principal Holdings III GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IV, L.P.
By: Apollo Principal Holdings IV GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS V, L.P.
By: Apollo Principal Holdings V GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VI, L.P.
By: Apollo Principal Holdings VI GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VII, L.P.
By: Apollo Principal Holdings VII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
By: Apollo Principal Holdings VIII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IX, L.P.
By: Apollo Principal Holdings IX GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
ST HOLDINGS GP, LLC
by: _________________________
Name: Title:]
[
ST MANAGEMENT HOLDINGS, LLC.
by: _________________________
Name: Title:] |
To:
|
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “
Administrative Agent
”) under that certain
Credit Agreement, dated as of December 18, 2013 (
as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “
Credit Agreement
”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Term Loans (the “
Term Facility Borrower
”) and a Revolving Facility Borrower (as defined below); (ii) Apollo Management, L.P., a Delaware limited partnership, Apollo Capital Management, L.P., a Delaware limited partnership, Apollo International Management, L.P., a Delaware limited partnership, AAA Holdings, L.P., a Guernsey limited partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman exempted Islands limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX L.P., a Cayman Islands exempted limited partnership, ST Holdings GP, LLC, a Delaware limited liability company, and ST Management Holdings, LLC, a Delaware limited liability company (such entities, together with Apollo Management Holdings, L.P., collectively, the “
Revolving Facility Borrowers
”, and the Revolving Facility Borrowers, together with the Term Facility Borrower, collectively, the “
Borrowers
” and each a “
Borrower
”); (iii) the Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) the Administrative Agent
.
|
1.
|
The Business Day of the proposed Swingline Borrowing is: _____________, 20___.
|
2.
|
The aggregate amount of the proposed Swingline Borrowing is:
$____________. |
3.
|
The location and number of the account to which the proceeds of such Swingline Borrowing are to be deposited is _____________.
|
[
APOLLO MANAGEMENT HOLDINGS, L.P.
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name: Title:]
[APOLLO MANAGEMENT, L.P.
By: Apollo Management GP, LLC, its general partner
By: _________________________ Name: Title:]
[
APOLLO CAPITAL MANAGEMENT, L.P.
By: Apollo Capital Management GP, LLC, its general partner
By: _________________________
Name: Title:]
[
APOLLO INTERNATIONAL MANAGEMENT, L.P.
By: Apollo International Management GP, LLC, its general partner
by: _________________________
Name: Title:]
[
AAA HOLDINGS, L.P.
By: AAA Holdings GP Limited, its general partner
By: _________________________
Name: Title:]
[
APOLLO PRINCIPAL HOLDINGS I, L.P.
By: Apollo Principal Holdings I GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS II, L.P.
By: Apollo Principal Holdings II GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS III, L.P.
By: Apollo Principal Holdings III GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IV, L.P.
By: Apollo Principal Holdings IV GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS V, L.P.
By: Apollo Principal Holdings V GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VI, L.P.
By: Apollo Principal Holdings VI GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VII, L.P.
By: Apollo Principal Holdings VII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
By: Apollo Principal Holdings VIII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IX, L.P.
By: Apollo Principal Holdings IX GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
ST HOLDINGS GP, LLC
by: _________________________
Name: Title:]
[
ST MANAGEMENT HOLDINGS, LLC.
by: _________________________
Name: Title:] |
|
To:
|
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “
Administrative Agent
”) under that certain
Credit Agreement, dated as of December 18, 2013 (
as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “
Credit Agreement
”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Term Loans (the “
Term Facility Borrower
”) and a Revolving Facility Borrower (as defined below); (ii) Apollo Management, L.P., a Delaware limited partnership, Apollo Capital Management, L.P., a Delaware limited partnership, Apollo International Management, L.P., a Delaware limited partnership, AAA Holdings, L.P., a Guernsey limited partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman exempted Islands limited partnership, Apollo Principal Holdings IX L.P., a Cayman Islands exempted limited partnership, ST Holdings GP, LLC, a Delaware limited liability company, and ST Management Holdings, LLC, a Delaware limited liability company (such entities, together with Apollo Management Holdings, L.P., collectively, the “
Revolving Facility Borrowers
”, and the Revolving Facility Borrowers, together with the Term Facility Borrower, collectively, the “
Borrowers
” and each a “
Borrower
”); (iii) the Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) the Administrative Agent
.
|
1.
|
Borrowing to which this request applies (including Facility, principal amount and Type of Loans subject to election): _________________.
|
2.
|
Effective date of election: _____________, 20___.
|
3.
|
The Loans are to be [converted into] [continued as] [ABR] [Eurocurrency] Loans.
|
4.
|
The duration of the Interest Period for the Eurocurrency Loans, if any, included in the election shall be ______________ months.
|
[
APOLLO MANAGEMENT HOLDINGS, L.P.
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name: Title:]
[APOLLO MANAGEMENT, L.P.
By: Apollo Management GP, LLC, its general partner
By: _________________________ Name: Title:]
[
APOLLO CAPITAL MANAGEMENT, L.P.
By: Apollo Capital Management GP, LLC, its general partner
By: _________________________
Name: Title:]
[
APOLLO INTERNATIONAL MANAGEMENT, L.P.
By: Apollo International Management GP, LLC, its general partner
by: _________________________
Name: Title:]
[
AAA HOLDINGS, L.P.
By: AAA Holdings GP Limited, its general partner
By: _________________________
Name: Title:]
[
APOLLO PRINCIPAL HOLDINGS I, L.P.
By: Apollo Principal Holdings I GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS II, L.P.
By: Apollo Principal Holdings II GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS III, L.P.
By: Apollo Principal Holdings III GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IV, L.P.
By: Apollo Principal Holdings IV GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS V, L.P.
By: Apollo Principal Holdings V GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VI, L.P.
By: Apollo Principal Holdings VI GP, LLC, its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VII, L.P.
By: Apollo Principal Holdings VII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
By: Apollo Principal Holdings VIII GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
APOLLO PRINCIPAL HOLDINGS IX, L.P.
By: Apollo Principal Holdings IX GP, Ltd., its general partner
By: _________________________
Name: Title: ]
[
ST HOLDINGS GP, LLC
by: _________________________
Name: Title:]
[
ST MANAGEMENT HOLDINGS, LLC.
by: _________________________
Name: Title:] |
|
Facility Assigned
|
(1) Amount of Loans / Commitments Assigned
|
(2) Aggregate Amount of Loans or Commitments of the Assigned Facility
|
(3) Aggregate Amount of Outstanding Term Loans and Aggregate Commitments in respect of other Facilities
|
(1) / (2) x 100%
|
(1) / (3) x 100%
|
Term Loans/ Commitments
|
|
|
|
|
|
Revolving Facility Loans/Commitments
|
|
|
|
|
|
A.
|
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
|
B.
|
Each Existing Guarantor has entered into the Credit Agreement in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit.
|
C.
|
Section 5.07 of the Credit Agreement provides that additional Material AGM Operating Group Entities must become Guarantors under the Credit Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Material AGM Operating Group Entity (the “
New Guarantor
”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Credit Agreement in order to induce the Lenders to maintain and/or make additional Loans and each Issuing Bank to maintain and/or issue additional Letters of Credit, and as consideration for Loans previously made and Letters of Credit previously issued.
|
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
Lender
|
Closing Date Term B Loans
|
Initial Revolving Facility Commitment
|
Total
|
JPMorgan Chase Bank, N.A.
|
$63,000,000
|
$42,000,000
|
$105,000,000
|
Bank of America, N.A.
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Barclays Bank PLC
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Citibank, N.A.
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Credit Suisse AG, Cayman Island Branch
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Deutsche Bank Trust Company Americas
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Goldman Sachs Bank USA
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Morgan Stanley Bank, N.A.
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Royal Bank of Canada
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
UBS AG, Stamford Branch
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
Wells Fargo Bank, National Association
|
$55,500,000
|
$37,000,000
|
$92,500,000
|
BMO Harris Bank N.A.
|
$33,000,000
|
$22,000,000
|
$55,000,000
|
Mizuho Bank, Ltd.
|
$33,000,000
|
$22,000,000
|
$55,000,000
|
Nomura Corporate Funding Americas, LLC
|
$33,000,000
|
$22,000,000
|
$55,000,000
|
Societe Generale
|
$33,000,000
|
$22,000,000
|
$55,000,000
|
Apollo Principal Holdings V, L.P.
|
$271,727,272.73
|
$0
|
$271,727,272.73*
|
Total
|
$1,021,727,272.73
|
$500,000,000
|
$1,521,727,272.73
|
Party
|
Notice Address
|
Any Loan Party
|
Apollo Management Holdings, L.P.
c/o Apollo Management
9 West 57 th Street, 43 rd Floor New York, New York 10019
Attention: Martin Kelly
Telephone: (212) 822-0480
Facsimile: (646) 607-0941
Email Address: mkelly@apollolp.com
with copy to:
9 West 57
th
Street, 43
rd
Floor
New York, New York 10019
Attention: John Suydam
Telephone: (212) 515-3237
Facsimile: (212) 515-3251
Email Address: jsuydam@apollolp.com
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas New York, NY 10019
Attention: Brad J. Finkelstein
Telephone: (212) 373-3074
Facsimile: (212) 492-0074
Email Address:
bfinkelstein@paulweiss.com
|
Administrative Agent and Initial Issuing Bank
|
For notices on the Credit Agreement:
JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road, Ops 2
Newark, DE 19713
Attention: John Enyam
Telephone: (302) 634-8833
Facsimile: (302) 634-4733
Email Address:
john.enyam@jpmorgan.com
For purposes other than draw/roll notices:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, 23
rd
Floor
New York, NY 10179
Attention: Michael Kusner
Telephone: (212) 270-5650
Email Address:
michael.e.kusner@jpmorgan.com
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2013
of Apollo Global Management, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
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1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2013
of Apollo Global Management, LLC
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
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